This EU Data Act Addendum (“Addendum”) is incorporated into, forms an integral part of, and supplements the Terms of Service (“Agreement”) between Tailor Brands Ltd. and its affiliated entities (“Tailor”, “We”, “Us”) and the customer identified in the Agreement (“Customer”, “You”).

This Addendum applies to the extent that Customer is directly subject to the Regulation (EU) 2023/2854 of the European Parliament and of the Council, dated 13 December 2023, concerning harmonized rules on fair access to and use of data (the “EU Data Act”), Tailor provides any Data Processing Services (as defined below) to the Customer, and  the Customer  makes a request for the switching of services or the deletion of data, in accordance with the EU Data Act.

DEFINITIONS

1. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
2. “Data Processing Service” means a digital service provided to a customer that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable, and elastic computing resources of a centralized, distributed, or highly distributed nature that can be rapidly provisioned and released with minimal management effort or service provider interaction.
3. “Digital Assets” means elements in digital form, including applications, for which the Customer has the right of use, independently from the contractual relationship with the Data Processing Service it intends to switch from.
4. “Exportable Data” means the input and output data, including metadata, directly or indirectly generated or co-generated by the Customer’s use of the Data Processing Service, excluding any assets or data protected by intellectual property rights, or constituting a trade secret, of Tailor or third parties.
5. “Switching” means the process whereby the Customer changes from using one Data Processing Service to using another data processing service of the same service type offered by a different provider, or to an on-premises ICT infrastructure, including through extracting, transforming, and uploading the data.
6. “Transitional Period” means the period during which Tailor shall continue to provide the Data Processing Services to facilitate Switching, as defined in this Addendum.
7. SCOPE AND INITIATION OF SWITCHING
   1. Applicability. This Addendum applies solely to Customers established in the European Union and solely with respect to Services that qualify as Data Processing Services under the EU Data Act.
   2. Information on Switching. Information on available procedures for Switching and porting to the data processing service will be provided to the Customer upon request at [email protected]. This information may be updated from time to time. 
   3. Switching Notice. Customer may initiate the Switching by providing written notice to Tailor (“Switching Notice”) via email to [email protected]. The Switching Notice must specify:

1. The specific Data Processing Services to be switched and Customer’s exit strategy, considering the options and procedures provided by Tailor pursuant to Section 2.2 (Information on Switching);
2. Whether the Customer intends to switch to a different provider, switch to on-premises ICT infrastructure, or erase its Exportable Data and Digital Assets; and
3. The desired date for the start of the Transitional Period. 
4. Notice Period. The Switching Notice must be provided at least two (2) months prior to the commencement of the Switching (“Notice Period”). Upon its receipt by Tailor, Switching Notices may only be modified or rescinded with Tailor’s express written consent.
5. THE SWITCHING 
   1. Tailor Obligations. During the Switching, Tailor shall use commercially reasonable efforts to:

1. Provide reasonable assistance to the Customer and third parties authorized by the Customer to facilitate the Switching; 
2. Act with due care to maintain business continuity and continue the provision of the functions or services under the Agreement;
3. Ensure that a high level of security is maintained throughout the Switching, particularly regarding the transfer of data. To the maximum extent permitted by law, Tailor shall not be responsible for any security measures, policies, processes, or elements outside of Tailor’s control (such as other Tailor’s’ security, Customer’s own security, or third parties’ security), the consequences of the Switching, or any uses of Customer data following the Switching;
4. Provide information concerning known risks to continuity in the provision of the services; and
5. Support Customer’s reasonable and lawful exit strategy relevant to the contracted services, including by providing all relevant information. 
6. Notwithstanding anything to the contrary, to the maximum extent permitted by law, Tailor shall not be required to carry out any action pursuant to the EU Data Act, or perform this Addendum, in a way that could compromise Tailor’s or the Tailor’s Customers’ intellectual property or proprietary rights. Without limitation, Tailor shall be allowed to refuse assistance to third parties if this assistance could result in exposing Tailor’s intellectual property or proprietary rights. For clarity, Tailor shall not be required to develop new technologies or services or disclose or transfer digital assets that are protected by intellectual property rights or that constitute a trade secret, to a Customer or to a different provider of Data Processing Services or compromise the Customer’s or provider’s security and integrity of service. Moreover, the obligations laid down in Article 23, point (d), Article 29, and Article 30(1) and (3) of the EU Data Act shall not apply to Data Processing Services of which the majority of main features has been custom-built to accommodate the specific needs of an individual customer or where all components have been developed for the purposes of an individual customer, and where those Data Processing Services are not offered at broad commercial scale via the service catalogue of the provider of Data Processing Services. Furthermore, the obligations laid down in Chapter VI of the EU Data Act shall not apply to Data Processing Services provided as a non-production version for testing and evaluation purposes and for a limited period of time.
7. At any point and where applicable, Tailor may provide information to the Customer on Data Processing Services that involve highly complex or costly switching or for which it is impossible to switch without significant interference in the data, digital assets, or service architecture.
8. Transitional Period. 

Tailor shall facilitate the Switching process within a transitional period (“Transitional Period”) which shall be initiated immediately after the expiration of the Notice Period. Tailor shall use reasonable efforts to facilitate completion of the Switching within thirty (30) business days. If Tailor determines that Switching within a thirty (30) day period is unfeasible due to technical or other obstacles or reasons, Tailor shall notify Customer within fourteen (14) working days of the Switching Notice. Such notice shall duly justify the technical unfeasibility or reasons and indicate an alternative Transitional Period, which shall not exceed seven (7) months. Customer shall have the right to ask for an alternative Transitional Period that is reasonably appropriate under the circumstances, at the time of the request, which shall not exceed seven (7) months (which shall not exceed the rest of the term of the Agreement) and Tailor shall use reasonable efforts to comply with such Customer’s request. 

3. Customer Obligations.

1. Import Responsibility. Customer acknowledges and agrees that it is solely responsible and liable for the extraction, import, and implementation of Exportable Data and Digital Assets into its own systems or the systems of its new service provider. 
2. IP Protection. Customer and any third parties authorized by Customer (including any new service provider) must respect the intellectual property rights and confidentiality of any materials, tools, or data provided by Tailor during the Switching process. Any disclosure of Tailor’s confidential information or trade secrets to a third party is strictly prohibited without Tailor’s prior written approval.
3. Good faith. The Customer shall ensure that, in addition to Tailor, all parties involved, including destination providers of Data Processing Services, shall cooperate in good faith to make the switching process effective, enable the timely transfer of data, and maintain the continuity of the data processing service.

4. DATA RETRIEVAL, AND ERASURE
   1. Retrieval Period. Following the termination of the Transitional Period, Tailor shall allow Customer a period of thirty (30) calendar days to retrieve all Exportable Data and Digital Assets (“Retrieval Period”).
   2. Format. To the extent Customer does not otherwise have access to Customer’s Exportable Data, Tailor shall make it available to Customer free of charge in a structured, commonly used, and machine-readable format as further described in the information provided by Tailor pursuant to Section 2. 
   3. Erasure. After the expiry of the Retrieval Period, Tailor shall ensure the full erasure of all Exportable Data and Digital Assets generated directly by the Customer.  In the event the Customer has indicated in the Switching Notice that it does not wish to perform Switching but only to erase its data, such erasure shall be completed upon the expiration of the Notice Period or an alternative date agreed by the Parties. 
   4. Disclaimer. Subject to Tailor’s obligation to make Exportable Data and Digital Assets available in the format specified hereunder, all Exportable Data and Digital Assets are provided on an “AS IS” basis. Tailor makes no representation or warranty regarding the accuracy, completeness, or integrity of the content of the Exportable Data and Digital Assets (which is generated by Customer), nor does Tailor warrant that the Exportable Data and Digital Assets will be compatible with or easily imported into any specific third-party system or infrastructure.
5. TERMINATION
   1. The Agreement regarding the specific Data Processing Services subject to the Switching Notice shall be considered terminated upon the later of:

1. The successful completion of the Switching; or
2. The end of the Notice Period, where the Customer does not wish to switch but only to erase its Exportable Data and Digital Assets upon service termination.
3. Termination under this Addendum shall not relieve Customer of the obligation to pay any due fees accrued in the Agreement or during the Transitional Period.
4. MISCELLANEOUS
   1. Conflict. In the event of any conflict between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail solely with respect to the subject matter herein.
   2. Updates. Tailor may update the technical details regarding Switching, data formats, and open interfaces by providing notice to Customer or by making updated information available upon request via email to [email protected]. 
   3. No modification. Nothing in this Addendum, nor any action taken in accordance with it, except as strictly specified herein, shall be deemed to amend, modify, or otherwise affect the obligations of the Parties under the Agreement.
   4. Indemnification. Customer shall indemnify, defend, and hold harmless Tailor, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by Customer of this Addendum or the Agreement or the EU Data Act or the actions or omissions of the Customer’s authorized third parties (including any new service provider engaged by Customer); (b) any failure by Customer to pay any applicable fees, charges, or amounts due under the Agreement or this Addendum; (c) any claim alleging that the extraction, transfer, or import of Exportable Data or Digital Assets during the Switching infringes the intellectual property rights, trade secrets, or confidentiality obligations of Tailor or any other rights of any third party; (d) any damage, corruption, or loss of data occurring after the Exportable Data or Digital Assets have been made available by Tailor in accordance with this Addendum; or (e) any failure by Customer or its authorized third parties to comply with applicable data protection, cybersecurity, or export control laws in connection with the Switching.
   5. Additional Contractual Transparency Obligations on International Access and Transfer. Tailor may make the following information available on its website, and keep that information up to date: the jurisdiction to which the ICT infrastructure deployed for data processing of their individual services is subject; and  a general description of the technical, organizational, and contractual measures adopted by Tailor in order to prevent international governmental access to or transfer of non-personal data held in the European Union – if any – where such access or transfer would create a conflict with European Union law or the national law of the relevant Member State.

Last updated: February 26, 2026