Products

    Pages


        Last Updated:  08 April 2022


        PDF Version:  English
        Section I

        Clause 1 - Purpose and Scope

        (a)  The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

        (b)  The Parties:

            (i)  the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A.  (hereinafter each “data exporter”), and

            (ii)  the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A.  (hereinafter each “data importer”)

            have agreed to these standard contractual clauses (hereinafter: “Clauses”).

        (c)  These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

        (d)  The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

        Clause 2 - Effect and Invariability of the Clauses

        (a)  These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix.  This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

        (b)  These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

        Clause 3 - Third-Party Beneficiaries

        (a)  Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clauses 1, 2, 3, 6, and 7; (ii) Clauses 8.1(b), 8.9(a), 8.9(c), 8.9(d), and 8.9(e); (iii) Clauses 9(a), 9(c), 9(d), and 9(e); (iv) Clauses 12(a), 12(d), and 12(f); (v) Clause 13; (vi) Clauses 15.1(c), 15.1(d), and 15.1(e); (vii) Clause 16(e); and (viii) Clause 18(a).

        (b)  Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

        Clause 4 - Interpretation

        (a)  Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

        (b)  These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

        (c)  These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

        Clause 5 - Hierarchy

        In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

        Clause 6 - Description of the Transfer(s)

        The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

        Clause 7 Docking Clause

        (a)  An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

        (b)  Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

        (c)  The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.


        Section II Obligations of the Parties

        Clause 8 - Data Protection Safeguards

        The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

        8.1  Instructions

        (a)  The data importer shall process the personal data only on documented instructions from the data exporter.  The data exporter may give such instructions throughout the duration of the contract.

        (b)  The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

        8.2  Purpose Limitation.  The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

        8.3  Transparency.  On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge.  To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the content or exercise his/her rights.  On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.  This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

        8.4  Accuracy.  If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay.  In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

        8.5  Duration of Processing and Erasure or Return of Data.  Processing by the data importer shall only take place for the duration specified in Annex I.B.  After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies.  Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses.  In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law.  This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

        8.6  Security of Processing

        (a)  The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”).  In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects.  The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.  In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter.  In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II.  The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

        (b)  The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract.  It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

        (c)  In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects.  The data importer shall also notify the data exporter without undue delay after having become aware of the breach.  Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects.  Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

        (d)  The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

        8.7  Sensitive Data.  Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

        8.8  Onward Transfers

        (a)  The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter.  In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, or if:

            (i)  the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

           (ii)  the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

           (iii)  the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory, or judicial proceedings; or

            (iv)  the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

        (b)   Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

        8.9   Documentation and Compliance

        (a)  The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

        (b)  The Parties shall be able to demonstrate compliance with these Clauses.  In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

        (c)  The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance.  In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

        (d)  The data exporter may choose to conduct the audit by itself or mandate an independent auditor.  Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

        (e)  The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

        Clause 9 - Use of Sub-Processors

        (aSpecific Prior Authorisation.  The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation.  The data importer shall submit the request for specific authorisation at least ten (10) days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation.  The list of sub-processors already authorised by the data exporter can be found in Annex III.  The Parties shall keep Annex III up to date.

        (b)  Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8.  The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

        (c)  The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter.  To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

        (d)  The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer.  The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

        (e)  The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

        Clause 10 - Data Subject Rights

        (a)  The data importer shall promptly notify the data exporter of any request it has received from a data subject.  It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

        (b)  The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679.  In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

        (c)  In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

        Clause 11 - Redress

        (a)  The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints.  It shall deal promptly with any complaints it receives from a data subject.

        (b)  In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion.  The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

        (c)  Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

            (i)  lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

            (ii)  refer the dispute to the competent courts within the meaning of Clause 18.

        (d)  The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

        (e)  The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

        (f)  The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

        Clause 12 - Liability

        (a)  Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

        (b)  The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

        (c)  Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses.  This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

        (d)  The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

        (e)  Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

        (f)  The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

        (g)   The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

        Clause 13 - Supervision

        (a)  The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

        (b)  The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses.  In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures.  It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.


        SECTION III LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

        Clause 14 - Local Laws and Practices Affecting Compliance with the Clauses

        (a)  The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses.  This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

        (b)  The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

            (i)  the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved, and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

            (ii)  the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

            (iii)  any relevant contractual, technical, or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

        (c)  The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

        (d)  The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

        (e)  The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

        (f)  Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g., technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation.  The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so.  In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses.  If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.  Where the contract is terminated pursuant to this Clause, Clauses 16(d) and 16(e) shall apply.

        Clause 15 - Obligations of the Data Importer in Case of Access By Public Authorities

        15.1  Notification

        (a)   The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

            (i)  receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

            (ii)  becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

        (b)  If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible.  The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

        (c)  Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

        (d)  The data importer agrees to preserve the information pursuant to paragraphs (a) to (c)   for the duration of the contract and make it available to the competent supervisory authority on request.

        (eParagraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

        15.2  Review of Legality and Data Minimisation

        (a)  The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity.  The data importer shall, under the same conditions, pursue possibilities of appeal.  When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits.  It shall not disclose the personal data requested until required to do so under the applicable procedural rules.  These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

        (b)   The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter.  It shall also make it available to the competent supervisory authority on request.

        (c)   The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.


        Section IV Final Provisions

        Clause 16 - Non-Compliance with the Clauses and Termination

        (a)   The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

        (b)   In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated.  This is without prejudice to Clause 14(f).

        (c)   The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

           (i)   the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

           (ii)   the data importer is in substantial or persistent breach of these Clauses; or

           (iii)   the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

        In these cases, it shall inform the competent supervisory authority of such non-compliance.  Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

        (d)   Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety.  The same shall apply to any copies of the data.  The data importer shall certify the deletion of the data to the data exporter.  Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses.  In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

        (e)   Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred.  This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

        Clause 17 - Governing Law

        These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights.  The Parties agree that this shall be the law of Belgium.

        Clause 18 - Choice of Forum and Jurisdiction

        (a)  Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

        (b)  The Parties agree that those shall be the courts of Belgium.

        (c)  A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

        (d)  The Parties agree to submit themselves to the jurisdiction of such courts.

         

        [Annexes I - V follow.]

         
        Annex I - List of Parties; Description of Transfer; and Competent Supervisory Authority

        Last updated: 06 April 2022

         

        AList of Parties

        A.1  Data exporter(s):  The company which has purchased a subscription order for Crestron cloudware from a Crestron authorized reseller.

        (aName, address, and contact details:  The legal company name, address, and contact information as listed by the account administrator who has registered a Crestron subscription cloudware product on behalf of the company which has purchased this subscription order.

        (bActivities relevant to the data transferred under these Clauses:  The company which has purchased this subscription order will transfer certain personal data, as listed below, to the data importer for the purposes of using the cloudware products.

        (cSignature and date:  Provided by the account administrator who has registered a Crestron subscription cloudware product.  More specifically, the account administrator has acknowledged, accepted, and agreed to be bound by these Standard Contractual Clauses, and as applicable, the UK Addendum (attached hereto as Annex IV) and the Swiss Addendum (attached hereto as Annex V).

        (dRole (controller/processor):  Controller.

        A.2  Data importer(s):

        (aName:  Crestron Electronics, Inc.

        (bAddress:  15 Volvo Drive, Rockleigh, NJ 07647 (US).

        (cContact person’s name, position, and contact details:  Sameh Sabet, Senior VP, Engineering - Product Development & Delivery; telephone +1 201.767.3400; e-mail:  support@crestron.com.

        (d)  Activities relevant to the data transferred under these Clauses:  Data importer will process the personal data transferred by data exporter solely for the purpose of providing the cloudware products at the direction of the data exporter.

        (eSignature and date:  By signing, we agree to be bound by these standard contractual clauses; (i) for data exporters located in the UK: by signing we also agree to be bound by the UK Addendum to the EU Commission Standard Contractual Clauses dated 04 June 2021; and (ii) for data exporters located in Switzerland: we also agree to be bound by the Swiss Addendum (attached hereto as Annex V).

        (fRole (controller/processor):  Processor.

        B.  Description of Transfer

        B.1  Categories of data subjects whose personal data is transferred

        Employees, contractors, representatives, and agents of the data exporter and/or its affiliates.

        B.2  Categories of personal data transferred

        (a)  Contact Information such as: (i) IP Address; (ii) First Name; (iii) Middle Name; (iv) Last Name; (v) Business Phone Number; (vi) Business Email Address; (vii) Business Address; (viii) Job Title; and (ix) Profession.

        (b)  Meeting Scheduling Information (only applicable to Crestron subscription cloudware products that provide hosted scheduling functionality): (i) Meeting Data and Time; (ii) Meeting Subject; (iii) Meeting Location; (iv) Meeting Call-in Information; (v) Middle Name (for each Invitee); (vi) Last Name (for each Invitee); (vii) Phone Number (for each Invitee); and (viii) Email Address (for each Invitee).

        B.3  Sensitive data transferred.  None.

        B.4  The frequency of transfer.  Contact information is transferred on a one-off basis.  Meeting Scheduling Information (only applicable to Crestron subscription cloudware products that provide hosted scheduling functionality) is transferred on a continuous basis.

        B.5  Nature of the processing.  Data exporter hereby instructs the data importer to Process the personal data for the purposes of providing the cloudware subscription services and as otherwise necessary to perform its obligations, where applicable, with regard to transfers of personal data to a third country outside the European Union or the UK or to an international organisation.

        B.6  Purpose(s) of the data transfer and further processing.  In order to provide the cloudware subscription services as set forth in B.5, data importer will use the personal data to: (i) monitor the operation of Crestron and certain third party devices; (ii) centralize device control settings at a remote location; (ii) report device status; (iv) manage software/firmware updates; (v) manage software licenses to certain product features; and (vi) transfer the Meeting Scheduling Information (only applicable to Crestron subscription cloudware products that provide hosted scheduling functionality) between scheduling software (e.g., Microsoft Outlook) and certain Crestron display devices (e.g., wall-mounted touchscreens).

        (a)  For all Crestron subscription cloudware products, data processing operations include receiving operational data from control processors that function to control audio/video and other equipment (i.e., lighting, shades, HVAC, occupancy sensors, etc.), within a space such as a conference room, and report meeting room and equipment status, usage data and configuration settings.

        (b)  For certain Crestron display devices such as touchscreens located outside a meeting room, data processing operations include interacting with a scheduling program, such as Microsoft Outlook®, to receive meeting specific information for display, such as meeting subject, meeting time, and meeting location within a building.

        (c)  For human controller interaction with Crestron cloudware including control dashboards and report generation, data processing operations are accomplished with standard web browsers, such as Microsoft Internet Explorer® or Google Chrome™.

        B.7  The period for which the personal data will be retained.  The collected information is retained until Crestron deletes or edits it in response to your request or for as long as you remain a customer of the associated Crestron products and services.  Because of the way Crestron maintains its server data, after your information is deleted, back-up copies may linger for some time before they are deleted.  Meeting Scheduling Information (only applicable to Crestron subscription cloudware products that provide hosted scheduling functionality) is retained for a maximum of 30 days after the relevant meeting date/time has expired.

        B.8  Transfers to  sub-processors.  All data is transferred from a data exporter location to Microsoft Azure cloud services at an IP address provided by Crestron to the data exporter.

        C.  Competent Supervisory Authority

        The competent supervisory authorities in accordance with Clause 13, are listed below.

        C.1  European Union (EU)

        L'Autorité de Protection des Données
        Rue de la Presse 35,
        BE-1000 Bruxelles, Belgium
        http://www.privacycommission.be/

        C.2  United Kingdom

        Information Commissioner's Office
        Wycliffe House, Water Lane,
        UK-SK9 5AF Wilmslow, Chesire, UK
        https://ico.org.uk/

        C.3  Switzerland

        Office of the Federal Data Protection and Information Commissioner FDPIC
        Feldeggweg 1
        CH-3003 Berne, Switzerland
        https://www.edoeb.admin.ch/

         

        * * * * *

         
        Annex II - Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of the Data

        Last updated: 06 April 2022

         

        1.  Measures for the protection of data during transmission.  The cloud-based production data centers are provided as part of the Microsoft Azure® service environment and are connected to both the data exporter and data importer using HTTPS encryption (also referred to as SSL or TLS connection) via Internet standard protocols.

        2.  Measures for the protection of data during storage.  Data at rest in the production data centers is stored in encrypted format, for example by using functions provided by Microsoft Datalake.

        3.  Measures for ensuring physical security of locations at which personal data are processed.  The data importer relies on physically secure data centers provided by Microsoft Azure.

        4.  Measures for user identification and authorization.  Crestron maintains a password configuration system that conforms to ‘now-current’ industry standards (password length, reset interval, and requirements for non-alphabetic and non-numeric characters)

        5.  Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.  The data importer uses a sub-processor which  maintains geographically distributed and physically secure data centers that are interconnected via high-speed private public links (e.g., Microsoft Azure regions US-East and US-West).

        6.  Measures for certification/assurance of processes and products.  Data importer receives an annual  SOC 2 Type II Report from Microsoft Azure®.

        7.  Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing.  Crestron regularly performs penetration testing of its cloudware.

        9.  Measures for ensuring events logging.  Crestron cloudware creates a permanent log of all user and administrator interactions.

        10.  Measures for ensuring data minimization.  Crestron has a Design for Privacy Policy which requires a demonstrated need for any item of personal data that is processed or stored.

        11.  Measures for internal IT and IT security governance and management.  Crestron policies that address this subject: (a) Acceptable Use Policy; (b) Asset Management Policy; (c) Configuration Management Policy; (d) Crestron Information Security Program; (e) Cryptographic Protections Policy; (f) Data Classification Policy; (g) Endpoint Security Policy; (h) Human Resources Security Policy; (i) Identification & Authentication Policy; (j) Information Security Exception Policy; (k) Information Security Governance Policy; (l) Remote Work Policy & Agreement; (m) Risk Management Policy; (n) Secure Engineering & Architecture Policy; (o) Security Awareness & Training Policy; (p) Security Incident Response Plan; (q) Security Incident Response Policy; (r) Technology Development & Acquisition Policy; (s) Third-Party Management Policy; (t) Threat Management Policy; and (u) Vulnerability & Patch Management Policy.

        * * * * *
         

        Annex III - List of Sub-processors

        Last updated: 06 April 2022

         

        1.  Microsoft Corporation.  Crestron uses of Microsoft Azure® as a hosting platform for its subscription cloudware products.  Microsoft’s compliance with EU Data Protection Directives is shown at: https://www.microsoft.com/en-us/TrustCenter/Compliance/EU-Model-Clauses.

         

        * * * * *

         
        Annex IV - UK Addendum to the EU Commission Standard Contractual Clauses

         

        Date of this Addendum:

        1.  This Addendum is effective from the same date as the Clauses.

        Background:

        2.  The Information Commissioner considers this Addendum provides appropriate safeguards for the purposes of transfers of personal data to a third country or an international organisation in reliance on Articles 46 of the UK GDPR and, with respect to data transfers from controllers to processors and/or processors to processors.

        Interpretation of this Addendum

        3.  Where this Addendum uses terms that are defined in the Standard Clauses those terms shall have the same meaning as in the Standard Clauses.  In addition, the following terms have the following meanings:

        (a)  “UK Data Protection Laws” means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

        (b)  “UK GDPR” means The United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

        (c)  “UK” means The United Kingdom of Great Britain and Northern Ireland.

        4.  This Addendum shall be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that it fulfils the intention for it to provide the appropriate safeguards as required by Article 46 GDPR.

        5.  This Addendum shall not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.

        6.  Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time.  This includes where that legislation (or specific provision) has been consolidated, re- enacted and/or replaced after this Addendum has been entered into.

        Hierarchy

        7.  In the event of a conflict or inconsistency between this Addendum and the provisions of the Clauses or other related agreements between the Parties, existing at the time this Addendum is agreed or entered into thereafter, the provisions which provide the most protection to data subjects shall prevail.

        Incorporation of the Clauses

        8.  This Addendum incorporates the Clauses which are deemed to be amended to the extent necessary so they operate: (a) for transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that transfer; and (b) to provide appropriate safeguards for the transfers in accordance with Articles 46 of the UK GDPR Laws.

        9.  The amendments required by Section 7 above, include (without limitation):

        (a)  References to the “Clauses” means this Addendum as it incorporates the Clauses.

        (b)  Clause 6 Description of the transfer(s) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer”.

        (c)  References to “Regulation (EU) 2016/679” or “that Regulation” are replaced by “UK Data Protection Laws” and references to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws.

        (d)  References to Regulation (EU) 2018/1725 are removed.

        (e)  References to the “Union”, “EU” and “EU Member State” are all replaced with the “UK”.

        (f)  Clause 13(a) and Part C of Annex II are not used; the “competent supervisory authority” is the Information Commissioner.

        (g)  Clause 17 is replaced to state “These Clauses are governed by the laws of England and Wales”.

        (h)  Clause 18 is replaced to state: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales.  A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK.  The Parties agree to submit themselves to the jurisdiction of such courts.”

        (i)  The footnotes to the Clauses do not form part of the Addendum.

        Amendments to this Addendum

        10.  The Parties may agree to change Clause 17 and/or 18 to refer to the laws and/or courts of Scotland or Northern Ireland.

        11.  The Parties may amend this Addendum provided it maintains the appropriate safeguards required by Art 46 UK GDPR for the relevant transfer by incorporating the Clauses and making changes to them in accordance with Section 7 above.

        Executing this Addendum

        12.  The Parties may enter into the Addendum (incorporating the Clauses) in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in the Clauses.

        (a)  More specifically in the case of the instant Addendum, “By signing we also agree to be bound by the UK Addendum to the EU Commission Standard Contractual Clauses dated” and add the date (where there are transfers both under the Clauses and under the Addendum).

         

        * * * * *

         
        Annex V - Swiss Addendum to the EU Commission Standard Contractual Clauses

         

        To the extent that the transfer of personal data is subject to European Data Protection Laws and the Swiss Federal Act on Data Protection (“FADP”) and where (i) such personal data is transferred either directly or via onward transfer to countries that do not ensure an adequate level of protection within the meaning of European Data Protection Laws, and (ii) the parties have agreed to comply with the terms of the EU Commission Standard Contractual Clauses (“Clauses”), the following additional provisions shall also apply in order for the Transfer Clauses to be suitable for ensuring an adequate level of protection for such transfer in accordance with FADP Article 6 paragraph 2(a):

        (a)  “FDPIC” means the Swiss Federal Data Protection and Information Commissioner.

        (b)  “Revised FADP” means the revised version of the FADP of 25 September 2020, which is scheduled to come into force on 01 January 2023.

        (c)  The term “EU Member State” must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility for suing their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c).

        (d)  The Clauses also protect the data of legal entities until the entry into force of the Revised FADP.

        (e)  The FDPIC shall act as the “competent supervisory authority” insofar as the relevant data transfer is governed by the FADP.