EU Data Act Addendum

EU Data Act Addendum

This EU Data Act Addendum (the “Addendum”) is supplemental to, and governed by, the terms and conditions of the Agreement in place between Customer and SLB for the Online Services. It applies solely to the extent Customer is subject to the EU Data Act (Regulation (EU) 2023/2854) with respect to the Online Services provided by SLB. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. Capitalised terms not defined herein or in the Agreement shall have the meanings ascribed to them in the EU Data Act.

1. Definitions.

a.   Derived Data: data or output generated through the application to Customer Data of SLB complex algorithms, advanced computational methods, analytics, machine learning or other artificial intelligence, enrichment, or value-added processing.

b.   Notice Period: period of notice provided to SLB by Customer of its intention to Switch, at a minimum 2 months following SLB’s receipt of the Switching Notice.

c.   Retrieval Period: 30 days days following expiry of the Transition Period.

d.   SLB Data: Derived Data and any SLB software, code, libraries, APIs, algorithms, models, processes, workflows, simulations, dashboards, proprietary data formats, SLB proprietary or licensed data, data specific to the internal functioning of the Online Services, data protected by intellectual property rights under the Agreement or that constitutes a trade secret of SLB or any third party.

e.   Switch: to cease using some or all of the Online Services by porting Switching Data to either (a) an alternative provider of equivalent Data Processing Services or (b) On-premises ICT Infrastructure. Switched and Switching will be interpreted accordingly.

f.    Switching Data: Customer Data uploaded to or generated by Customer in the Online Services (excluding Derived Data) and any associated metadata necessary for Customer’s use of Customer Data in the new environment.

g.   Switching Notice: written notice provided by Customer to inform SLB of its election to Switch.

h.   Transition Period: 30 days from expiry of the Notice Period or such revised time period as described in Section 2 below.

2. Right to Switch.

a.   Customer is entitled to Switch at any time during the Term subject to the provisions of this Addendum.

b.   The right to Switch is limited to Customers with an SLB Online Services account assigned to an EU member state from which all fees for the Online Services are paid. Prior to initiating a request to Switch, Customer must ensure that it is up to date in the payment of all fees. Requests from accounts in arrears will not be accepted until such outstanding payments have been fulfilled..

c.   Switching is not permitted for early access, beta-versions, or other Online Services not yet classified as “GA” or generally available.

d.   Customer’s right to Switch is limited to Switching Data and does not include or extend to the export of SLB Data.

3. Transparency

a.   SLB’s common data formats for the export of Switching Data and locations of primary hosting are set out in Exhibit 1.

b.   SLB implements technical and operational measures to guard against unlawful access to or transfer of Customer Data. These measures may be found at https://www.software.slb.com/slb-online-services-security. In the event of a request for access to Customer Data from any governmental authority or other third party, SLB will apply the procedure set out in section 8 of its Data Processing Addendum (https://www.slb.com/privacy/enterprise-services) applying such measures to both personally identifiable and non-personal data.

4. Switching Process.

a.   In order to Switch, Customer must submit a Switching Notice to its SLB account manager. The Switching Notice must specify (i) the Online Services and Switching Data in-scope; (ii) the intended date of Switching; and (iii) the destination environment for such Switch or if Customer seeks erasure of Switching Data from the Online Services only. Failure to provide the required information shall invalidate the Switching Notice.

b.   Following receipt of the Switching Notice SLB shall validate, and confirm with Customer, if the request qualifies under the EU Data Act. For qualifying requests, SLB shall enable Customer to Switch during the Transition Period. If Switching is not technically feasible within the 30 day Transition Period SLB shall inform Customer within 14 days of receipt of the Switching Notice, identifying the technical limitations and specifying a revised time period for transition, such period not to exceed 7 months from expiry of the Notice Period. Customer shall have the one-time right to extend the Transition Period on written notice to SLB.

5. SLB Obligations

a.    During the Transition Period, SLB shall provide the following reasonable assistance to Customer. SLB shall:

i. Act with reasonable care to maintain business continuity

ii. Continue to provide the Online Services as specified under the Agreement.

iii. Maintain the agreed security measures throughout the Switching process.

iv. Provide access to capabilities and information to assist in completion of the Switch through SLB Support Services and Documentation.

v. Inform Customer of known material risks to continuity

b.   In the event Customer requires additional support in Switching Customer shall request such support by engaging SLB’s professional services organisation, the scope and charges for such to be agreed in a separate Digital Services Quotation.

6. Customer Obligations

a.   Customer undertakes to take all reasonable measures to achieve effective Switching. Subject to SLB’s support obligations specified herein, Customer shall be solely responsible for the export and migration of Switching Data from the Online Services to the new environment.

b.   Customer undertakes to respect the intellectual property rights of any materials provided in the Switching process by SLB, as well as SLB’s intellectual property rights in the Online Services and SLB’s trade secrets. Customer expressly agrees that it will not disclose any Confidential Information of SLB to a third party (including any new service provider) without SLB’s prior written approval. If Customer engages a third party to perform or administer the Switch on Customer’s behalf, Customer shall first ensure that such third party is bound by adequate confidentiality and security obligations and shall provide evidence of such to SLB in the event such third party requires access to the Online Services environment or SLB Confidential Information. Customer shall be liable for all acts and omissions of any third party engaged for the purpose of the Switch.

7. Completion & Effect of Switching

a.    Customer shall notify SLB on completion of the Switch. In the event no notice is received from Customer by expiry of the Transition Period, Customer will be deemed to have successfully completed Switching.

b.    SLB shall retain Switching Data for the Retrieval Period. Thereafter any Switching Data remaining in the Online Services will be deleted (subject to SLB’ standard backup and security procedures).

c.    If Customer has Switched all Online Services, then the Agreement will automatically terminate on expiry of the Retrieval Period.

d.    If Customer has Switched only a portion of the Online Services, then the Agreement shall remain in place for the unaffected Online Services.

e. If Customer has requested erasure of Switching Data, no Retrieval Period shall apply and SLB shall delete Customer Data within the Transition Period, subject to its backup and security policies. A deletion request is irrevocable and binding upon receipt by SLB.

8. Fees

a.   Where Customer has received the Online Services subject to Switching at a discount, Customer acknowledges that SLB has relied on Customer’s fixed term commitment in exchange for such discount and accordingly agrees, as a proportionate early termination fee, to pay the difference between the discounted price for the Online Services subject to Switching and SLB’s standard list price in effect at the date of the Switching Notice for the period from the Agreement Effective Date up to expiry of the Retrieval Period.

b.   For the avoidance of doubt, the above early termination fee does not affect Customer’s obligation to pay the fees in full for the Online Services up to and including the Retrieval Period.

Exhibit 1 – Transparency Requirements

Data Export Formats

Delfi

Lumi

Primary Hosting Jurisdictions

The specific locations in use for any particular customer will vary based on the services in question and the customer’s location, amongst other factors.

Version: December 2024