This OneSignal EU Data Act Addendum (“Addendum”) describes the specific terms that apply to certain Customers that are subject to the EU Data Act and receiving Services. This Addendum is incorporated into and forms a part of the Pro Terms or Master Services Agreement, or other equivalent agreement (as applicable, the “Agreement”) between OneSignal and the entity that entered into the Agreement (“Customer”).
All terms used herein but not defined shall retain the meaning given to them in the Agreement or as defined in the EU Data Act (Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data).
In the event of a conflict between the Agreement and this EU Data Act Addendum, this EU Data Act Addendum will control to the extent of the conflict.
If Customer desires to exercise its rights under the EU Data Act to switch to another provider (“Switch”), the following terms shall apply:
Applicability. This Addendum applies to Customers that are established in the European Union or European Economic Area, or whose use of the Services involves data subject to the EU Data Act (“Eligible Customers”). Customer represents and warrants that it qualifies as an Eligible Customer.
1. Switching
At any time during a subscription period under an order form, and for so long as legally required, Customer shall have the right to switch to another provider. If Customer exercises its rights to Switch, Customer must:
(a) provide OneSignal with 60 days’ notice prior to Switching (“Notice Period”);
(b) for so long as legally permitted, pay all reasonable and proportionate fees in connection with Switching (the “Switching Fee”);
2. Data Porting
OneSignal shall assist Customer in Switching by providing self-service tools and instructions to Customer to enable Customer to Switch.
3. Assistance
Guidance for Switching is on the documentation page for Exporting Data and Export Audience Activity. Customer must export all of its exportable data prior to the end of the Notice Period. Upon expiry of the Notice Period, OneSignal will, without undue delay, for at least 30 days following the expiration of the Notice Period, regardless of the remaining Subscription Period (the “Transition Period”):
(a) provide reasonable assistance to Customer to export Customer Data, to the extent Customer is unable to export Customer Data itself;
(b) act with due care to maintain business continuity and continue providing the Services under the Agreement and Order Form;
(c) ensure that a high level of security is maintained in accordance with the technical and organizational measures set forth in the Agreement;
(d) support Customer’s exit strategy by providing all relevant and legally required information upon request and via the standard support services provided to Customer; and
(e) not impose any technical or contractual barriers on Customer’s ability to Switch beyond those expressly permitted under this Addendum and applicable law.
4. Customer Obligations
If Customer chooses to Switch, Customer agrees to:
(a) promptly notify OneSignal of its decision to either:
- (i) switch to a different provider;
- (ii) switch to an on-premise solution; or
- (iii) request the erasure of its Customer Data;
(b) take all necessary steps and actions to complete Switching within the Transition Period;
(c) immediately notify OneSignal if Customer wishes to extend the Transition Period, in which case, so long as legally required, Customer shall have a one-time right to extend the Transition Period; provided, however, that the Transition Period shall in no event extend beyond the end of the Subscription Term set forth on the applicable Order Form. If requested by OneSignal, Customer shall execute an Order Form to cover the extension of the Transition Period.
5. Termination of Agreement
This Addendum, and the Agreement with respect to Customer’s use of the Services, shall terminate upon the earlier of:
(a) the expiry of the Transition Period; or
(b) where Customer has notified OneSignal of its decision to delete its Customer Data, the expiry of the Notice Period.
6. Data Retrieval
Customer shall have 30 days from the expiry of the Transition Period to retrieve and export Customer Data in accordance with the Documentation (the “Retrieval Period”).
7. No Refunds
If Customer Switches during a Subscription Period, Customer acknowledges and agrees that it is not entitled to any refund of fees already paid to OneSignal.
8. Fair Dealing and Commercial Commitment
The parties agree that the terms of this Addendum, including all fees and commercial terms, are fair and reasonable and reflect mutual consideration and negotiation. Customer expressly acknowledges and agrees that the Fees set forth on the Order Form are calculated based upon the expected full duration of the Agreement. This structure accounts for and reflects OneSignal’s significant upfront costs, resource allocation, and firm commitments required to provide the Services, and includes applicable discounts predicated on that expected term. Customer confirms that it has no present intention to depart from this agreed commercial structure. Accordingly, the parties agree to act in good faith and cooperate to give full effect to the commercial intent of this Addendum and the Agreement.