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        Last Updated:  08 April 2020


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        For the purposes of Article 26(2) of Directive 95/46/EC of the European Parliament and of the Council for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection;

        the data exporter

        an individual end-user “Customer” who has purchased a subscription order for Crestron Cloudware, which for the purposes of these Clauses shall have the same meaning as defined in the Crestron Cloudware License Agreement,

        on behalf of itself and its affiliates and subsidiaries, located within the European Economic Area (EEA) member states, the territory of Switzerland, and the territory of the United Kingdom (regardless of its membership status within the European Union), including such affiliates and entities that may be added during the term of these Clauses,

        and

        the data importer

        Crestron Electronics, Inc
        15 Volvo Drive
        Rockleigh, NJ 07647 (US),

        on behalf of itself and its affiliates and subsidiaries (collectively “Crestron”),

        Have Agreed on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

        Clause 1

        Definitions

        For the purposes of the Clauses:

        (a)    ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

        (b)    ‘the data exporter’ means the controller who transfers the personal data;

        (c)    ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

        (d)    ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

        (e)    ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

        (f)    ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

        Clause 2

        Details of the transfer

        The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

        Clause 3

        Third-party beneficiary clause

        1.    The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

        2.    The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

        3.    The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.  Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

        4.    The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

        Clause 4

        Obligations of the data exporter

        The data exporter agrees and warrants:
        (a)    that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

        (b)    that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

        (c)    that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

        (d)    that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

        (e)    that it will ensure compliance with the security measures;

        (f)    that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

        (g)    to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

        (h)    to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

        (i)    that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

        (j)    that it will ensure compliance with Clause 4(a) to (i).

        Clause 5

        Obligations of the data importer

        The data importer agrees and warrants:

        (a)    to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

        (b)    that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

        (c)    that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

        (d)    that it will promptly notify the data exporter about:

            (i)    any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

            (ii)    any accidental or unauthorised access, and

            (iii)    any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

        (e)    to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

        (f)    at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

        (g)    to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

        (h)    that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

        (i)    that the processing services by the subprocessor will be carried out in accordance with Clause 11;

        (j)    to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

        Clause 6

        Liability

        1.    The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

        2.    If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

        The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

        3.    If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity.  The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

        Clause 7

        Mediation and jurisdiction

        1.    The data importer agrees that if the data subject invokes against it, third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

            (a)    to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

            (b)    to refer the dispute to the courts in the Member State in which the data exporter is established.

        2.    The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

        Clause 8

        Cooperation with supervisory authorities

        1.    The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

        2.    The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

        3.    The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2.  In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

        Clause 9

        Governing Law

        The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely that Member State located within the European Economic Area (EEA) member states and the territory of Switzerland in which the Customer is established.

        Clause 10

        Variation of the contract

        The parties undertake not to vary or modify the Clauses.  This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

        Clause 11

        Subprocessing

        1.    The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter.  Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses.  Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

        2.    The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law.  Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

        3.    The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely that Member State located within the European Economic Area (EEA) member states and the territory of Switzerland in which the Customer is established.

        4.    The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year.  The list shall be available to the data exporter’s data protection supervisory authority.

        Clause 12

        Obligation after the termination of personal data processing services

        1.    The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred.  In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

        2.    The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

        Illustrative Indemnification Clause (Optional)

        Liability

        The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

        Indemnification is contingent upon:

            (a)    the data exporter promptly notifying the data importer of a claim; and

            (b)    the data importer being given the possibility to cooperate with the data exporter in the defence and settlement of the claim.

         

        * * * * *

         

        Appendix 1 to the Standard Contractual Clauses

        Data exporter

        The data exporter is:

        Customer, a purchaser of subscription cloudware products from the data importer.  The data exporter will transfer certain personal data to the data importer for the purposes of using the cloudware products.

        Data importer

        The data importer is:

        Crestron, a provider of subscription cloudware products.  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.

        Data subjects

        The personal data transferred concern the following categories of data subjects:

        Data exporter’s (including its affiliates’) employees, contractors, representatives and agents;

        Invitees and participants in live or teleconferenced meetings conducted by data exporter or its affiliates using the subscription services.

        Categories of data

        The personal data transferred concern the following categories of data (please specify):

        1.    Contact Information for Data exporter’s (including its affiliates’) employees, contractors, representatives and agents – applicable to all Crestron Cloudware products:
        (a)    IP Address;
        (b)    First Name;
        (c)    Middle Name;
        (d)    Last Name;
        (e)    Business Phone Number;
        (f)    Business Email Address;
        (g)    Business Address;
        (h)    Job Title; and
        (i)    Profession.

        2.    Meeting Scheduling Information - only applicable to Crestron Cloudware products that provide hosted scheduling functionality:
        (a)    Meeting Data and Time;
        (b)    Meeting Subject;
        (c)    Meeting Location;
        (d)    Meeting Call-in Information;
        (e)    Middle Name (for each Invitee);
        (f)    Last Name (for each Invitee);
        (g)    Phone Number (for each Invitee); and
        (h)    Email Address (for each Invitee).

        3.    Other Personal Data.   Data that Customer or its third party integrator has programmed the Crestron Cloudware to collect and transfer to data importer, such as employee badge numbers or similar company identification.

        Special categories of data (if appropriate)

        The personal data transferred concern the following special categories of data (please specify):

        None – Crestron refuses to accept and Customer agrees not to provide Crestron with access to any Special categories of data.

        Processing operations

        The personal data transferred will be subject to the following basic processing activities (please specify):

        1.    For all Crestron Cloudware products, data processing operations include:

        Control processors for the purpose of controlling audio/video and other equipment (i.e. lighting, shades, HVAC, occupancy sensors, etc.), within a space such as a conference room, that communicate with Internet web-servers to report meeting room and equipment status, usage data and configuration settings.

        2.    For those Crestron Cloudware products that provide hosted scheduling functionality, data processing operations include the following additional operations:

            (a)    Touchpanels and other display devices that interact with a scheduling program, such as Microsoft Exchange®, to receive meeting specific information for display, such as on touchpanel devices located outside a meeting room and which display meeting subjects, meeting times, meeting locations, and room locations within a building;

            (b)    Mobile device applications that interact with control processors and scheduling programs, such as Microsoft Exchange®, to report and modify meeting subjects, meeting times, meeting locations, and room location within a building and optionally report individual location within a region or building; and

            (c)    Human controller interaction with cloud based servers including report generation, which is accomplished with standard web browsers, such as Microsoft Internet Explorer® or Google Chrome™.

        3.    During the applicable Cloudware subscription term, upon written request of the data exporter, the data importer will  delete data exporter’s personal data from the Cloudware products.

        4.    After termination or expiration of the subscription for a Cloudware product, the data importer will delete the data exporter’s personal data in accordance with the data importer’s Data Management Security Policy.

        5.    During the subscription term for a Cloudware product, the data importer will respond to written requests from the data exporter regarding access to, and the ability to correct, block, delete, and export the data exporter’s personal data from the Cloudware product.

        Data importer also engages subprocessors to provide certain services including:

        The data importer may engage subprocessors to provide parts of the subscription services.

        As of the effective date of these Clauses, the data importer has engaged Microsoft Corporation for hosting its Cloudware products on its Microsoft Azure® Cloud Computing Platform product.

         

        * * * * *

         

        Appendix 2 to the Standard Contractual Clauses

        Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

        Production Data Centers

        Subprocessors

        1.    The data importer uses a well-known subprocessor provided cloud based service environment known as Microsoft Azure®.  Microsoft’s compliance with EU Data Protection Directives is shown at: https://www.microsoft.com/en-us/TrustCenter/Compliance/EU-Model-Clauses.

        2.    This cloud based service is contractually required to maintain geographically distributed and physically secure data centers that are typically interconnected via high-speed private links.  The data importer stores all production data in these data centers.

        Data Storage and Isolation

        Subprocessors

        1.    The data importer stores data in a multi-tenant environment at the subprocessor provided production data centers by logically isolating the data exporter’s data from other client data .

        2.    Data that is transferred from the production data centers to the data importer premises is handled in accordance with Crestron’s Data Management Security Policy (see, “Data Management” below), which defines data importer’s employee access to the data for specific purposes, such as trouble shooting and report generation.  This policy is available for review upon request to: Crestron Electronics Inc., 15 Volvo Drive, Rockleigh NJ 07647 (USA).

        Network Security

        Subprocessors

        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.  Data at rest in the production data centers is stored in encrypted format.

        Physical Access

        Data importer premises

        Technical and organisational security measures addressing physical access to the data importer’s buildings and other facilities under the company’s “Physical Access Security Policy”.  Physical access security measures include restricted building access (employee specific key cards) and a written log for any visitors.  Physical access, by data importer’s employees, to personal data is further covered under the company’s Data Management Security Policy.

        Data Management

        Data importer premises

        Technical and organisational security measures addressing availability, separation, and access control to company computing assets including employee workstations, are covered in the company’s “Data Management Security Policy.”  Data management security measures include password procedures, permission policies, termination of access rules, security exception procedures, and access auditing.


        [Signature of Crestron Electronics, Inc. appears on the following page.]

         
        Signing the Standard Contractual Clauses, Appendix 1, and Appendix 2 on behalf of the data importer:

        Ranjan Singh
        Executive VP, Product and Technology
        Crestron Electronics, Inc.
        15 Volvo Drive
        Rockleigh NJ, USA 07647
        Tel.:  201.767.3400
        e-mail:  support@crestron.com

        Contact Crestron

        If you have any questions or concerns regarding a Crestron product or these Clauses, please contact Crestron at any of the following.

        Via e-mail: support@crestron.com

        Via post:

        The Americas:
        Crestron Electronics, Inc.
        15 Volvo Dr.
        Rockleigh, NJ 07647 USA

        EMEA:
        Crestron Europe BV
        Oude Keerbergsebaan 2,
        2820 Rijmenam, Belgium
        VAT No. BE0699.717.121

        ANZ:
        Crestron ANZ PTY LIMITED
        Level 5, 15 Help Street,
        Chatswood NSW 2067, Australia

        Asia:
        Crestron Singapore Pte. Ltd.
        31 Kaki Bukit Road 3
        #01-04 & #01-05
        Techlink Building
        Singapore 417818

        Via phone:

        Please visit www.crestron.com to find the phone number for Crestron support in your region.