Data Act Addendum

for the Provision of Software (“Charles Service”)

version dated 21 October 2025

available at https://www.hello-charles.com/eu_data_act

Preamble

This Data Act Addendum is part of the Agreement between Charles GmbH, Gartenstraße 86, 10115 Berlin (“Charles”) and its Client as specified in the Commercial Agreement ("Client") and governs all Switching and/or Deletion Requests made by a Client pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 concerning harmonized rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (the “Data Act”).

1. Switching and Deletion Requests

1.1 Request Process. A Client who is registered in a member state of the EU/EEA, may request at any time during a subscription term with a 2-month notification period, either to migrate its Client Data to a different third party service provider or to its own on-premise infrastructure (“Switching Request”) and/or delete its Client Data (“Deletion Request”). In accordance with the Data Act, Switching or Deletion Requests will not be accepted for any service that has been provided by Charles for a limited period of time.

1.2 Switching Request. Charles will support the Client’s Switching Request in accordance with the Data Act by providing Client the related instructions, or as otherwise indicated by Charles in the Documentation, for Client to export Client Data within 30 calendar days after the end of the 2-month notification period from the date Charles receives a fully completed Switching Request (“Transition Period”). Charles will inform Client within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, providing a reasonable explanation for such technical limitations and an alternative Transition Period for the Client to export their Client Data, which shall not exceed 7 months. Client shall have the right to ask for an alternative Transition Period that is reasonably appropriate under the circumstances, at the time of the request, which shall not exceed 7 months. Throughout the switching process and in accordance with the Agreement, Charles will provide reasonable assistance, act with due care to maintain business continuity, and maintain the agreed level of security. Charles may inform Client about any known risks to the continuity in the provision of the Services and/or technical limitations because of the Switching once the Switching Request is submitted or as otherwise indicated by Charles. Client shall notify Charles once the export of Client Data is completed.

1.3 Deletion Request. Charles will support a Client’s Deletion Request to the extent permitted by applicable law, by deleting the Client Data in accordance with Charles Data Retention Policy.

2. Termination

2.1 Termination Date. The Agreement will terminate in the event of a Switching Request upon Client notifying Charles in writing about the successful export of Client Data in accordance with Section 1.2 of this Addendum (in the absence of formal notification by Client as indicated above, the switching will be deemed successful at the end of the Transition Period or the Alternative Transition Period), and in the event of a Deletion Request, 2 months after Charles has received the Deletion Request (the “Termination Date”). For the avoidance of doubt, such termination will not relieve Client of its obligation to pay any Fees due to Charles for the period prior to the Termination Date.

2.2 Effects of Termination. In the event of a Switching Request, the Client shall pay Charles a fee to compensate for Charles’ internal costs incurred as a result of the Switching Request (the “Switching Fee”). The Switching Fee shall be calculated by Charles, in its sole discretion, at an hourly rate of EUR 150.00 (in words one hundred fifty euros) for each hour spent by Charles personnel in connection with the execution of the Switching Request. Switching Fees only apply until 12 January 2027 in accordance with the Data Act. In addition, the Client shall pay Charles a fee for expenditures incurred by Charles in reliance on the Client’s use of the Services for the entire Subscription Period (“Early Termination Fee”). The Early Termination Fee shall be calculated as a percentage of the outstanding Fees for the remainder of the Subscription Period, determined as follows: (i) 100% of the Total Fees if termination occurs during the first year after the Effective Date, (ii) 100% of the Total Fees if termination occurs during the second year after the Effective Date, and (iii) 80% of the Total Fees if termination occurs during the third year after the Effective Date. No further fees or penalties shall be payable by the Client in connection with the Switching Request. Charles shall continue to provide the Services in accordance with the Agreement until the effective Termination Date or the end of the Subscription Period.

3. Changes to this Addendum. Charles may change this Addendum at any time at its sole discretion by notifying the Client about the changes one month before the changes take effect. If Client does not object within fifteen days of receipt of the notification, the changes are deemed accepted. Charles has no obligation to notify and the Client has no right to object i) if changes are legally required by a change in the law or imposed by Third-Party-Services or ii) in case of non-material adjustments and minor changes not affecting the Client’s use of the Charles Service.

4. Deviating Provisions. Deviating provisions to this Addendum apply only if individually agreed upon in written form by Charles and the Client.