EU Data Act Terms.
1. Scope.
1.1 The following EU Data Act Terms (“EU Data Act Terms”) govern all switching and/or deletion requests made by a Customer pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 (the “EU Data Act”) and apply as of 12 September 2025, exclusively to Services:
(a) hosted in the Cloud (“Cloud Service/s”); and
(b) provided to Customers in the EU/EEA.
1.2 Notwithstanding Section 1.1, these EU Data Act Terms do not apply to:
(a) Services developed exclusively for a single Customer and not offered commercially at scale; or
(b) non-production, testing, or evaluation Services made available for a limited time.
1.3 These EU Data Act Terms form part of the Agreement and any applicable Order Form solely to the extent required to comply with the EU Data Act. They apply without prejudice to the provisions of the Agreement and applicable Order Forms, however, in case of conflict, these EU Data Act Terms shall prevail.
1.4 These EU Data Act Terms shall be deemed accepted by the Customer by: (1) clicking a box indicating their acceptance; or (2) acknowledging their acceptance in a separate document; or (3) having them referenced or incorporated into the Agreement or an Order Form; or (4) continuing to use the Cloud Services on or after their notification to the Customer.
2. Definitions.
2.1 All capitalised terms not otherwise defined herein shall have the meaning ascribed to them in the EU Data Act and/or the Agreement.
2.2 For the purposes of these EU Data Act Terms only:
“Exportable Data” means Customer Data and output data, including metadata, directly or indirectly generated, or cogenerated, by the Customer’s use of the Cloud Service, excluding:
(a) Talkdesk Intellectual Property;
(b) Talkdesk trade secrets, except to the extent agreed upon between the parties and protected under confidentiality obligations;
(c) aggregated, statistical, or de-identified data generated by Talkdesk;
(d) third-party intellectual property not licensed to Customer; and
(e) multi-tenant encryption keys or certificates (Customer-owned keys remain Customer’s responsibility).
“Digital Assets” means elements in digital form, including applications, for which the Customer has a right of use independently from the Agreement.
3. Switching and deletion notice.
Customer may request the following to Talkdesk, by submitting a two (2) months notification via support ticket:
(a) to switch to a different provider of Cloud Services, or to an on-premises ICT infrastructure; or
(b) to erase its Exportable Data and Digital Assets.
4. Switching.
4.1 In order to switch to another provider or to in-house ICT infrastructure, Customer shall have a right to export the Exportable Data and Digital Assets within thirty (30) calendar days of the end of the 2-month notification period (“Transition Period”) in accordance with the instructions in the applicable Documentation. Talkdesk shall inform Customer within fourteen (14) business days of receiving a switching notice if the Transition Period is technically unfeasible, providing a reasonable explanation for such technical limitations and an alternative Transition Period for the Customer to export which shall not exceed seven (7) months. Customer shall have the right to ask for an alternative Transition Period at the time of the request, that is reasonably appropriate under the circumstances.
4.2 During the Transition Period, Talkdesk shall make sure that Exportable Data and Digital Assets are in standard, commonly used formats and continue to operate the Cloud Service with appropriate security, and provide reasonable assistance in the switching process if needed. Talkdesk may inform Customer about any known risks to the continuity in the provision of the Services or technical limitations as a result of the switching. Talkdesk shall, where reasonably practicable, use standard APIs and interfaces to facilitate interoperability. No interoperability is guaranteed beyond statutory requirements.
4.3 Customer shall notify Talkdesk via support ticket once the export of Customer Data is completed. Following the Transitional Period, Customer shall have an additional thirty (30) days (“Retrieval Period”) to retrieve Exportable Data and Digital Assets.
4.4 Talkdesk shall erase Exportable Data and Digital Assets after the end of the Retrieval Period, or after the expiry of a later agreed period, unless there is legal reason to keep them.
5. Deletion.
To the extent permitted by applicable law, by the end of the notice period Customer shall delete Exportable Data and Digital Assets in accordance with the instructions in the applicable Documentation.
6. Termination of the Cloud Service.
6.1 Talkdesk shall notify the Customer of the termination of the Cloud Service in the following cases:
(i) where applicable, upon the successful completion of the switching process; in the absence of formal notification by Customer pursuant to Section 4.3, the switching will be deemed successful at the end of the Transition Period.
(ii) at the end of the notice period, where Customer does not wish to switch but instead to erase its exportable data and digital assets upon service termination.
6.2 (i) and (ii) above are without prejudice to any other termination rights and obligations (including those set out in the Agreement).
7. Charges.
7.1 Until 12 January 2027, Talkdesk shall invoice only its actual and demonstrable direct costs for switching.
7.2 From 12 January 2027, switching shall be provided free of charge, except for optional value-added services expressly requested by Customer including, but not limited to, fees for the extraction of data.
7.3 The services of Third-party entities supporting the migration process shall be paid by the Customer.
8. Early termination.
If a Cloud Service is terminated before the end of its fixed Service Term, Customer shall not be relieved of its obligation to pay any fees due to Talkdesk for the period prior to such termination and any termination costs. Customer must also pay, as an early termination fee, any outstanding subscription and committed fees covering the remainder of the term of the relevant Service Term.
9. Non-EU government authorities’ data access requests.
In case of requests from non-EU government authorities for access to or transfer of Customer’s non-personal data held in the EU, the provisions of Chapter VII of the EU Data Act shall apply.