Asset Bank EU data act addendum

This EU Data Act Addendum (the “Addendum”) is incorporated into and forms part of the agreement between you and Bright Interactive Limited (incorporated in England and Wales, with registration number 03865036) ("we", and "us" and "our" shall be construed accordingly), under which we provide Asset Bank to you (the “Agreement”).

This Addendum applies to the Agreement only if and to the extent that the Agreement is subject to the provisions of the EU Data Act.

This Addendum contains provisions on the available procedures for you to switch the Platform Services and port associated data – including switching and porting methods, formats, restrictions, and known technical limitations.

1. Supplemental definitions

1.1 The following definitions apply in this Addendum, in addition to the definitions set out elsewhere in the Agreement:

"Data T&Cs" means the terms and conditions of the Agreement that concern:

• Access to and the use of data; or
• Liability and remedies for the breach or the termination of data related obligations;

"Digital Assets" means digital assets, files, works and materials uploaded to the Platform by you or on your behalf;

"EU Data Act" means the EU’s Data Act (Regulation (EU) 2023/2854), as it may be supplemented, updated, amended and superseded from time to time;

"Exportable Data" means the input and output data detailed in paragraph 3.1; this includes all metadata, directly or indirectly generated, or cogenerated, by your use of the Platform Services but does not include any assets or data protected by Intellectual Property Rights, or constituting a trade secret, of ours or any third party; nor does it include the Digital Assets;

"Notice Period" means the period of 2 months following you notifying us that you wish to initiate the Switching Process with respect to the Agreement;

"Retrieval Period" means a period of 30 days, commencing at the end of the Transition Period;

"Switching Process" means a process, as described in this Addendum, though which you may:

• Switch to a data processing service offered by a different provider; or
• Port the Digital Assets and Exportable Data to on-premises ICT infrastructure;

"Transition Period" means:

• A period of 30 calendar days, commencing at the end of the Notice Period; or
• Such longer period as, commencing at the end of the Notice Period: (i) you may notify to us in writing before the end of the Notice Period, providing that you may only give us one such notice and providing that such period must be reasonable; or (ii) the parties may agree in writing.

2. Right to switch

2.1 You may at any time give to us a written notice, requesting the initiation of a Switching Process for the Agreement in accordance with this Addendum.

2.2 During the Notice Period following the giving of such a notice, the Agreement shall remain in force and we shall:

• Provide reasonable assistance to you (and third parties authorised by you) with respect to the Switching Process;
• Act with due care to maintain continuity and continue the provision of the Platform Services;
• Provide clear information to you concerning known risks to continuity in the provision of the relevant Platform Services as a result of the Switching Process; and
• Ensure that a high level of security is maintained throughout the Switching Process in accordance with the Agreement, in particular with respect to the security of the data during the Switching Process and Retrieval Period.

2.3 You must notify us in writing of your decision to perform one or more of the following actions upon or before the expiry of the Notice Period:

• Switch to a different provider of data processing services, in which case you shall provide the necessary details of that provider;
• Switch to on-premises ICT infrastructure; or
• Erase the Digital Assets and Exportable Data without switching.

2.4 We shall support your exit strategy relevant to the Platform Services, including by:

• Enabling you to download from the Platform Services and/or making available to you upon request, at any time before the end of the Retrieval Period, the Digital Assets and the Exportable Data; and
• Providing all other information relating to the Switching Process that you reasonably request.

2.5 The Agreement shall terminate, and we shall notify you of termination:

• Upon the successful completion of the Switching Process; or
• At the end of the Notice Period, where you do not wish to switch but only to erase the Digital Assets and Exportable Data upon termination of the Agreement.

2.6 Following the end of the Retrieval Period, and providing that the Switching Process has been completed successfully, we shall fully erase all the Digital Assets and Exportable Data generated by you directly or relating to you directly from our systems, in accordance with the timetable and process set out in the Agreement, save to the extent that we are required by applicable law to retain such data.

2.7 We and you shall cooperate in good faith to make the Switching Process effective, enabling the timely transfer of the Digital Assets and Exportable Data and maintaining continuity of services.

3. Data storage and exports

3.1 The following is an exhaustive specification of the Exportable Data:

• User account information: names, email addresses, and names of user groups.
• Information about your use of the Platform, including login and Digital Asset download event records.
• Metadata that you provide about Digital Assets: folder structures, keywords and other field values you assign.
• Metadata about Digital Assets generated directly by your use of the Platform or by integrated third-party services: automatically generated tags and classifications, location/addresses data, OCR-generated text, video/audio transcriptions, file formats, dimensions, durations, and colour profiles.
• Information about your connected accounts integrated with the Platform.

3.2 The following is an exhaustive specification of the data specific to the internal functioning of the Platform Services that are not Exportable Data, where disclosure would result in a risk of breach of our trade secrets:

• Server log files maintained purely for the integrity and security of the Platform Services.

• Analytics data concerning Platform use, not included in paragraph 3.1(b), including data that we or our services providers derive from the analytics data generated by use of the Platform Services.

• Platform Services configuration data not listed in paragraph 3.1.

• Machine learning model outputs used by us internally.

3.3 Digital Assets shall be provided to you in the same format in which they were originally supplied (such as PNG, JPG or WEBP).

3.4 Exportable Data shall be provided to you in CSV format in order to satisfy the EU Data Act requirement that it be provided in structured, commonly used and machine-readable format.

3.5 Our online register with details of all the data structures and data formats as well as the relevant standards and open interoperability specification is available at:

https://support.assetbank.co.uk/hc/en-gb/articles/115006291748-Metadata-Import 

We shall keep this online register up to date.

4. Data access requests

4.1 We have set out here a general description of the technical, organisational and contractual measures adopted by us in order to prevent international governmental access to or transfer of non-personal data held in the EU where such access or transfer would create a conflict with EU law or the national law of the relevant EU member state.

4.2 Primary storage of Digital Assets and Exportable Data is in the EU. Limited third-party processing may occur outside the EU, as detailed in paragraph 6.

4.3 To the extent legally permitted, we shall notify you without undue delay if we:

• Receive a legally-binding request for disclosure of or access to Digital Assets or Exportable Data from a public authority; or

• Become aware of any direct access by a public authority to Digital Assets or Exportable Data.

4.4 We will work with you and provide reasonable cooperation and assistance to respond to any request under the preceding paragraph.

5. Additional Charges

5.1 If you terminate the Agreement through the exercise of your rights under this Addendum, then:

• You shall not be entitled to any refund of previously paid Charges; and

• You must pay to us early termination Charges equal to the total amount that would have been payable by you to us with respect to the Agreement, had it continued until the earlier of: (i) any date of automatic termination; or (ii) the first date upon which the Subscription could be effectively terminated by you for convenience.

5.2 You acknowledge that these early termination Charges are reasonable, taking into account the resources spent by us in providing the Set-up Services and otherwise establishing the Platform Services.

5.3 We may invoice for the early termination Charges at any time following the start of the Notice Period.

5.4 For the avoidance of doubt, we will not impose any switching Charges in consideration for the performance of our obligations under this Addendum.

6. Infrastructure locations

6.1 The ICT infrastructure for the Platform Services is deployed in multiple AWS regions at your election, with default primary storage at AWS eu-west-1 (Ireland). Digital Assets and Exportable Data will primarily be stored at your selected region. Backup and redundancy are maintained in AWS eu-north-1 (Stockholm).

6.2 Additional AWS regions are available for deployment including: AWS us-east-1 (US), AWS ca-central-1 (Canada), AWS ap-southeast-2 (Australia), AWS ap-southeast-1 (Singapore), AWS ap-northeast-1 (Hong Kong), and AWS me-south-1 (Dubai). You may request deployment to alternative regions, subject to our availability and any additional Charges.

6.3 Limited third-party processing of the Digital Assets and Exportable Data takes place outside the EU. For details, see:

https://support.assetbank.co.uk/hc/en-gb/articles/360003315731-Sub-processors-and-international-data-transfer 

7. Exclusions

7.1 This Addendum shall not apply with respect to any consulting, development or other professional services.

7.2 In addition, this Addendum shall not apply to any Platform Services provided as a non-production version for testing and evaluation purposes and for a limited period of time.

8. Non-negotiated contracts

8.1 If the Agreement has been unilaterally imposed by us upon you, without you having any real opportunity to negotiate the terms of the Agreement, then the Data T&Cs of the Agreement shall not:

• Limit or exclude our liability to you for our intentional acts or gross negligence;

• Exclude the remedies available to you in the case of non-performance of contractual obligations by us, or our liability in the case of a breach of those obligations; or

• Give us the exclusive right to: (i) determine whether data supplied are in conformity with the contract; or (ii) interpret any contractual term.

9. Interpretation

9.1 The rights and obligations set out in this Addendum supplement those set out elsewhere in the Agreement.

9.2 Nothing in this Addendum shall require us to contravene applicable law. Subject to this, in the event of any conflict or inconsistency between this Addendum and any other provision of the Agreement, this Addendum shall take precedence.