EU data act addendum

This Addendum is entered into by and between Frontify AG (“Frontify”, “we”, “us”) and the customer (“Customer”, “you”). Where expressly referenced in and incorporated into the Agreement, it supplements the Agreement. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.

1. Scope

This Addendum applies only to those Customers that are established, have their registered office, or otherwise operate within the European Union or European Economic Area, and shall apply only to the extent that the relevant services are subject to the EU Data Act (Regulation (EU) 2023/2854) (the “Data Act”).

In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent required to comply with the Data Act.

2. Definitions

For the purpose of this Addendum:

• “Exportable Data” means the input and output data (including metadata) directly or indirectly generated or co-generated by the Customer’s use of the Frontify Service and necessary for the implementation of the Customer’s data in a new environment, excluding Exempted Data. 
• “Exempted Data” means any data that is excluded from the scope of Exportable Data, including but not limited to (i) data relating to internal operations and functionality of the Frontify Services, including but not limited to system logs, monitoring and telemetry data, internal configuration data, infrastructure metadata, and other operational platform data; (ii) data protected by intellectual property rights owned by Frontify or third parties pursuant to the Agreement or applicable law, and (iii) data that constitutes a trade secret of Frontify or any third party.
• “Switching” means the process by which the Customer changes from using the Frontify Service to another provider of the same service type or to an on-premises ICT infrastructure (Art. 2(34), Data Act).
• “Switching Charges” means charges other than standard service fees or early-termination penalties imposed by Frontify for actions mandated by the Data Act (Art. 2(36), Data Act).
• “Transition Period” means the thirty (30) day period immediately following the notice period during which Frontify provides reasonable assistance to the Customer to enable their switch to another service provider or to the Customer’s own IT environment, including the export of Exportable Data.

3. Switching, Data Export and Termination

3.1 Switching Request

The Parties agree that the Customer may any time during the term of the Agreement, deliver a written request (the “Switching Request”) to Frontify via e-mail to your dedicated Customer Success Team in order to:

1. switch completely or partially to another service provider of the same service type; or
2. port all or part of the Exportable Data to on-premises ICT infrastructure; or
3. request erasure of part or all Exportable Data, subject to statutory retention obligations and provided that any erasure does not compromise the technical integrity, security, or functioning of the Frontify Service.

Partial switching is allowed only where unbundling is – at Frontify's discretion – technically and organisationally feasible.

3.2 Notice Period and Termination of the Agreement

The Customer’s Switching Request shall trigger a notice period of two (2) consecutive calendar months (“Notice Period”) before the Transition Period begins. The Parties may agree in writing to an earlier or later initiation date of the Notice Period. In the absence of such agreement, the Notice Period shall commence upon receipt of the Switching Request.

The Agreement shall automatically terminate at the end of the Notice Period, regardless of whether the Customer requests deletion of data, porting to an on-premise infrastructure, or switching to another service provider. 

In the case of a partial Switching Request, the Agreement shall terminate only with respect to the services subject to the partial Switching Request. All remaining services and provisions of the Agreement shall remain in full force and effect.

3.3 Early Termination Payment

If this Agreement is terminated pursuant to a Switching Request prior to the end of the Subscription Term, any Fees for the remainder of the Subscription Term shall become immediately due and payable as an early termination payment (the “Early Termination Payment”), to the extent not already invoiced or paid. To the extent Fees have been prepaid, such Fees are non-refundable and no refund or credit will be provided for any unused portion. 

The Customer acknowledges that the Early Termination Payment reflects the agreed commercial commitment and is independent of any Switching Charges permitted under the EU Data Act. For multi-year Subscription Terms, the Parties may negotiate in good faith to reduce the Early Termination Payment accordingly.

For the avoidance of doubt, the Parties agree that the right to switch under this Addendum shall not be interpreted as giving the Customer the right to terminate for convenience for any other reason. 

3.4 Transition Period

During the Transition Period, Frontify shall ensure continuity of access to the Frontify Platform to the extent necessary to enable the Customer to export its data using the available self-service tools. Frontify will use commercially reasonable efforts to enable completion of the data export within the Transition Period. Where this is not reasonably feasible, the Customer may request a reasonable extension of the Transition Period in writing.

For the duration of the Transition Period, the Agreement (including all rights, obligations, limitations, and exclusions of liability) shall continue to apply mutatis mutandis to the relationship between the Parties, with fees accruing on a pro rata basis as provided in the Agreement.

3.5 Data Export and Retrieval Period

1. Right to Retrieve Data
   From the end of the notice period until ninety (90) calendar days after its end (the “Retrieval Period”), the Customer may retrieve its Exportable Data as made available by Frontify upon written request to Frontify. During the Transition Period, the Customer retains access to the Frontify Platform as set out above. Following the end of the Transition Period, access shall be limited to the exported data files provided by Frontify and shall no longer include access to the Frontify Platform.
2. Format and Method
   Frontify shall make the Exportable Data available in a structured, commonly used, and machine-readable format. Where such Exportable Data is part of customer-managed content environments, it shall be made available for retrieval through the Frontify Platform’s standard user interface functionalities. Frontify is not required to provide a full website export, mirror, or structured redevelopment package of Customer environments. Frontify is not required to develop new tools or interfaces beyond those it already offers to enable the export. 
3. Cost and Feasibility
   Frontify will provide the means for data export and switching free of charge, or – where permitted under the EU Data Act – on a transparent and cost-justified basis. Until 12 January 2027, Frontify may invoice its direct, quantifiable costs of facilitating the switch (including any data egress or processing charges) (“Switching Charges”). After that date, no Switching Charges shall apply except to the extent expressly allowed under the EU Data Act.
   Frontify’s obligations are limited to what is technically feasible and do not include any custom development, data transformation, or migration work. Any applicable Switching Charges shall be disclosed to the Customer in writing in advance. Invoicing, payment terms, and tax treatment for such charges shall be  mutually agreed between the Parties.‍
4. Deletion of Data
   After the Retrieval Period expires, Frontify will delete all remaining Exportable Data without further notice, unless otherwise required by law or expressly agreed in writing with the Customer. Frontify shall provide written confirmation of such deletion at the request of the Customer.

4. Transparency; Documentation

Frontify provides the following information in accordance with Art. 25 and 26 of the Data Act:

4.1 Export methods, formats and scope

Exportable Data can be retrieved through: 

• Self-service exports (e.g., asset downloads, user-management exports);
• API-based exports (including metadata, tags, comments and assets)

Exportable Data may include metadata, uploaded assets, project and library content, and (where applicable) database objects. Data is provided in a structured, commonly used, and machine-readable format, including CSV and original uploaded file formats. Export formats follow commonly used, machine-readable standards and standard binary file formats.

Customer-managed content (such as portals, guidelines, or project information) may be retrieved through standard platform functionality. Frontify does not provide full website exports or equivalent reconstruction packages.

4.2 Technical limitations and exclusions

The Parties agree that Frontify's obligations are limited to enabling the export of Customer Data from the Frontify Platform. Frontify does not assess the Customer’s target systems and cannot ensure compatibility with any such systems. Frontify’s obligations exclude data restructuring, custom development, or conversion into formats not supported by the Frontify Platform.

5. Protection of IP, Trade Secrets & Security

In line with Art. 30(6) of the Data Act, nothing in this Addendum shall be construed to require Frontify to:

1. disclose or transfer any of its confidential information or intellectual property rights;
2. compromise the security or integrity of the Frontify Service or the Frontify Platform; or
3. develop new technologies or services.

7. Data Governance Commitment

Frontify employs industry-standard security controls to protect Customer Data (e.g., encryption, access restrictions, audit logging) to prevent unlawful governmental access to non-personal data stored in the European Union by non-EU public bodies. Data protection principles (privacy by design) are integrated into Frontify’s Platform and APIs. Frontify tracks regulatory developments to keep practices aligned with EU and international standards.

8. General Provisions

Amendments. Frontify may amend this Addendum to comply with changes or interpretations of the applicable law (including the Data Act); any other amendments must be in accordance with the Agreement’s amendment procedures.Continuity. Except as modified by this Addendum, the Agreement remains in full force. The expiry or termination of the Agreement shall not affect obligations that by their nature should survive (e.g., outstanding charges, data retention/deletion commitments).Severability. If any provision of this Addendum is held invalid or unenforceable, the remainder shall continue in effect to the maximum extent permitted by law.No Waiver. Failure to enforce any right shall not constitute waiver of that right.