V1.0 TriFact365 Switching and Data Portability Terms and Conditions

Effective Date: 1 August 2026

These Switching and Data Portability Terms and Conditions ("Switching Terms") form part of the Agreement between TriFact365 and the Customer.

1. Definitions

Terms capitalised in these Switching Terms have the meanings set forth below or in the General Terms and Conditions. Defined terms have the same meaning in both the singular and plural forms.

1.1 Destination Service Provider

A third-party provider designated by the Customer that offers a service of the same type as the Service, to which the Customer wishes to switch.

1.2 Digital Assets

Elements in digital form that have been configured or created by the Customer within the Service and that the Customer has generated through use of the Service, to the extent that they can reasonably be separated from the Software.

1.3 Exportable Data

The Customer Data and Digital Assets that the Customer can retrieve via the Software's standard export features or through an archive export.

1.4 Metadata

A structured description of the content or use of data that facilitates its discoverability or use.

1.5 Switch

The process by which the Customer terminates use of the Service and switches to a Destination Service Provider or to its own IT infrastructure, with the transfer of Exportable Data.

1.6 Transition Period

The period during which TriFact365 provides reasonable assistance with the Switch, following receipt of the Customer's Switch Request.

2. Scope of Application

2.1 Scope of Application

These Switching Terms apply worldwide to all Customers, subject to Sanctions Legislation and the operational exclusion criteria as described in Article 23 of the General Terms and Conditions.

2.2 Core Provisions

Articles 1 to 7 of these Switching Terms constitute the core provisions and apply universally.

2.3 EEA Supplement

Annex A contains supplementary provisions that apply exclusively to Customers with a place of business or billing address within the European Economic Area (EEA).

2.4 Other Jurisdictions

Annex B (International Applicability) applies to other Customers.

3. Exportability

3.1 Exportability

TriFact365 enables the Customer to retrieve the Exportable Data during the term of the Subscription using the Software's standard export features. The current export options and formats are described in the Knowledge Base.

3.2 Formats

Exportable Data is provided in common, machine-readable formats.

4. Exit and Switching Process

4.1 Switch Request

The Customer may initiate a Switch at any time by cancelling the Subscription in accordance with Article 7 of the General Terms and Conditions and selecting the Switch option within the Software (the Switch Request). If use of the Software is not reasonably possible, the Customer may submit the Switch Request in accordance with Article 21 of the General Terms and Conditions. When submitting the Switch Request, the Customer must specify:

(a) the desired date on which the Switch is to begin;

(b) whether the Customer is switching to a Destination Service Provider or to its own IT infrastructure, or whether the Customer wishes only for the Exportable Data to be deleted; in the event of a switch to a Destination Service Provider, the Customer shall also provide the necessary details of that service provider.

4.2 Transition Period

During the Transition Period, the Service remains available at the usual fees under the Subscription.

4.3 Deletion

Upon termination of the Subscription, the Customer Data will be deleted in accordance with the timeframes described in Article 11 of the Data Processing Agreement.

4.4 Retrieval Period

The Customer is responsible for retrieving Exportable Data in a timely manner within the timeframes specified in Section 4.3.

5. Categories of Exportable Data and Exclusions

5.1 Included Categories

Exportable Data includes the following categories:

(a) data and content entered or provided by or on behalf of the Customer;

(b) processing results and structured reports generated through the use of the Service, including associated metadata;

5.2 Exclusions

The following categories are part of the Software's internal operations and are not considered Exportable Data:

(a) recognition models, AI patterns, and machine learning models;

(b) the underlying configuration, processing, and automation logic of the Software;

(d) authentication tokens, session data, and other internal data not entered by or on behalf of the Customer;

(e) audit trails and internal log files, except to the extent otherwise required by law.

5.3 Reservations

TriFact365 is not obliged to develop new technologies or services for the purpose of the Switch, nor to disclose or transfer Digital Assets protected by Intellectual Property Rights or trade secrets, nor to take any measures that would compromise the integrity or security of the Service.

6. Assistance with the Switch

6.1 Switching Costs

Using the Software's standard export features, the Switch is free of charge.

6.2 Assistance

Assistance with a Switch consists of reasonable support in using the standard export features; TriFact365 does not perform migrations and does not provide custom exports or data transformations.

6.3 Service Continuity

During the Transition Period, TriFact365 will make reasonable efforts to ensure the continuity of the Service until the Switch is complete, based on the SLA in effect at that time.

7. Limitations

7.1 Grounds for Refusal

TriFact365 may suspend or refuse the Switch if:

(a) the Customer is in default of payment obligations under the Agreement, to the extent that such default is material and has not been remedied within a reasonable period after notice of default has been given;

(b) the Switch would result in a violation of Sanctions Legislation or the operational exclusion criteria referred to in Article 23 of the General Terms and Conditions;

7.2 Notification

TriFact365 shall notify the Customer in writing of the reason for the suspension or refusal.

Annex A — European Economic Area (EU Data Regulation)

This Annex contains the additional provisions that apply to Customers with a place of business or billing address within the European Economic Area (EEA) pursuant to the EU Data Regulation (Regulation (EU) 2023/2854).

A.1 Definitions

The terms used in this Annex A have the meanings assigned to them in the EU Data Regulation.

A.1.1 EU Data Regulation

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.

A.1.2 Data Processing Service

A digital service as defined in Article 2(8) of the EU Data Regulation, which enables the Customer to use computing resources.

A.2 Applicability of Annex A

This Annex A applies exclusively to Customers who are established within the EEA or who have a billing address within the EEA and who fall within the scope of Chapter VI of the EU Data Regulation. The Service qualifies as a Data Processing Service within the meaning of Article 2(8) of the EU Data Regulation. In the event of any conflict between Annex A and the main text of these Switching Terms, Annex A shall prevail.

A.3 Right to Switch and Notice Period

The Customer has the right to switch providers at any time by providing notice in accordance with Article 4. The notice period runs up to and including the last day of the calendar month following the calendar month in which TriFact365 received the notice, regardless of the original term of the Subscription. During the notice period and the subsequent Transition Period, the Subscription remains in effect and the usual fees under the Subscription remain due.

This right to switch applies in addition to the right to terminate set forth in Article 7 of the General Terms and Conditions and does not replace it. If the Customer opts for ordinary termination without a Switch, the notice period applicable to the selected Subscription shall apply.

A.4 Transition Period, Termination, and Retrieval Period

Upon expiration of the notice period, the Transition Period of up to thirty calendar days begins. If thirty calendar days is not technically feasible, TriFact365 will notify the Customer within fourteen working days of the Switch Request, providing a reasoned explanation and specifying an alternative Transition Period of no more than seven months. The Customer also has the right to extend the Transition Period once by a period that the Customer deems more appropriate for its own purposes.

During the Transition Period, TriFact365 will provide reasonable assistance to the Customer and to third parties authorised by the Customer; TriFact365 will support the Customer's exit strategy by providing all relevant information, will inform the Customer of known risks to the continuity of the Service, and will maintain a high level of security during the data transfer and the retrieval period, in accordance with applicable law.

The Customer shall promptly notify TriFact365 of the successful completion of the Switch. The Subscription shall be deemed terminated, and TriFact365 shall confirm such termination to the Customer:

(a) on the last day of the calendar month in which TriFact365 received the notification of successful completion; or

(b) at the end of the notice period, if the Customer wishes only to have the Exportable Data deleted.

If the notification referred to in (a) is not received, the Subscription shall be deemed terminated on the last day of the calendar month in which the Transition Period ends, unless the Customer has requested an extension. Until termination, the Service remains available and the usual fees remain due; thereafter, the Customer is no longer liable for any fees for the Service. The Agreement then terminates in accordance with Article 7 of the General Terms and Conditions.

After the Transition Period ends, the Customer may still request the Exportable Data for a period of thirty calendar days. Upon expiration of that retrieval period, TriFact365 will delete all Exportable Data in full accordance with Article 11 of the Data Processing Agreement, provided that the Switch has been successfully completed.

A.5 Fees for the Switch

For the Switching process, TriFact365 will charge no more than a cost-based fee, to the extent permitted by Article 29 of the EU Data Regulation. Fees will never exceed the direct costs actually incurred by TriFact365.

A.6 Interoperability

The standard export formats specified in Article 3.2 meet the requirement for a structured, commonly used, and machine-readable format. As soon as common specifications or harmonised interoperability standards for the service type are published in the central Union register (Article 35 of the EU Data Regulation), TriFact365 will ensure compatibility within the applicable timeframe.

A.7 Mandatory Contractual Provisions

In accordance with Article 25 of the EU Data Regulation, these Switching Terms, in conjunction with Article 11 of the Data Processing Agreement, contain:

(a) the procedures for Switching and data portability (Article 4);

(b) the exportable categories and exclusions (Article 5);

(d) the termination of the Agreement and the manner in which data is erased following the Switch (A.4, Article 4.3, and Article 11 of the Data Processing Agreement);

(e) the fees applicable to the Switch (A.5);

(f) the manner in which interoperability is ensured (A.6).

A.8 Government Access to Data

Article 9 of the Data Processing Agreement applies to requests from government authorities that may oppose or affect the Switch.

Annex B — International Applicability

For the use of the Service with respect to Customers or Data Subjects outside the European Economic Area, subject to Sanctions Legislation as further defined in Article 23 of the General Terms and Conditions.

B.1 Applicability

The body of these Switching Terms applies worldwide. The core provisions regarding export, the exit process, and assistance apply universally to all Customers, subject to the operational exclusion criteria as described in Article 23 of the General Terms and Conditions.

B.2 Customer’s Responsibility for Local Laws

To the extent that the Customer is located in a jurisdiction outside the European Economic Area, the Customer is responsible for complying with the local laws applicable to the Customer regarding data portability, vendor switching, and data sovereignty. The Customer represents that its use of the Service complies with such local laws.

B.3 Supplementary Addendum upon Request

If a Customer requires additional contractual provisions specific to the laws and regulations of the Customer's place of business, the Customer may submit a request for a separate Addendum to TriFact365. Requests will be assessed on a case-by-case basis based on the nature of the legal requirement, the complexity of the applicable laws, and the operational feasibility for TriFact365.

— End of TriFact365 Switching and Data Portability Terms and Conditions — Version 1.0 —

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