CSL’s Terms and conditions
(Applicable to Consultancy, Services and Solutions provided by CSL)
In the absence of a current agreement between CSL and the party receiving goods or services from CSL (“the Client”), CSL and the Client accept that the following terms and conditions will be deemed to be in force. The terms and conditions cover the protection of confidentiality, intellectual property rights, the safeguarding of personal data and the extent of ownership of the services provided.
CompuFile Systems Ltd, incorporated and registered in England and Wales with company number 2289762 and whose registered office is The Sussex Barn, Peper Harow Park, Surrey, GU8 6BQ (“CSL”)
1. Safeguarding Confidentiality
All Confidential Information shall be disclosed by either party and received the other will be done so in strict confidence and used solely for the Purpose.
- Both parties agree to take all reasonable security precautions in the safekeeping of the Confidential Information and in preventing its unauthorised disclosure to third parties, applying no lesser security measures to it than to its own confidential information;
- Neither party will disclose the Confidential Information to any third party (including, without limitation, agents, consultants and sub-contractors) without the prior written consent of the other party;
- Each party will ensure that its employees are given access to the Confidential Information only on a “need to know” basis for the purpose of dealing with the other party in relation to the Business Purpose and that prior to disclosure such employees are informed of the confidential nature of the Confidential Information and are contractually bound to safeguard the Confidential Information on the same or similar terms to this Agreement;
- Both parties will notify the other without delay if there is an unauthorized disclosure of confidential information;
- Notwithstanding anything to the contrary in this Agreement, neither party shall have any obligation to preserve the confidentiality of any Confidential Information which:
- Was in its possession or was known by it prior to receipt from the other party;
- Was lawfully disclosed to it free of any obligation to keep it confidential;
- Is or becomes known to the public through no act or omission of the Recipient;
- Is or was independently developed by it without access to such Information.
- Both parties agree not to make any copy of any document drawing or diagram provided as part of the Confidential Information without the prior written consent of the disclosing party and to return promptly to the disclosing party all such documents drawings or diagrams when that Confidential Information is no longer required for the Purpose, or upon the request of the disclosing party, or upon termination of this Agreement for any reason.
2. Protecting Intellectual property rights
The parties recognise that they have valuable Intellectual Property Rights that must be preserved
- The parties acknowledge that the Background IPR owned by either party will remain the exclusive property of the owning party. The parties agree that any Background IPR which is used, modified or created while the parties are working together shall remain and become the exclusive property of the owning party.
- CSL acknowledges that any and all intellectual property rights (IPR) incorporated into the Results excluding any CSL Background IPR and third party IPR are to be owned by the Client.
- The Client will not claim ownership of the intellectual property rights to the Solution nor to any modifications or improvements to the Solution.
- The Client will not copy the Solution in whole or in part except as provided for within this Agreement, and shall keep a written record of copies and their locations.
- The Client will take such reasonable steps as may be requested by CSL, at CSL’s cost, to protect CSL’s intellectual property rights in the Solution.
3. Hosting and Data Privacy:
- CSL may provide the infrastructure to host the Solution and the Results for the benefit of the Client. This infrastructure may be at CSL’s offices and owned by CSL or it may be provided by a third party service provider. CSL undertakes to ensure that;
- Services will be provided to the Client will be in accordance with the standards required by ISO 27001
- The hosting service will be managed in accordance with the CSL policy document called System Level Security Policy (hosted systems) which will be made available on request;
- The physical location of the Solution and the Results will always be known by and communicated to the Client, and will remain within the UK or European Union at all times;
- The management of the Solution and the Results will be undertaken according to CSL’s Information Security Policy which will be made available on request;
- The provisions of any and all applicable data protection laws and regulations, as they apply to any personal data which may be disclosed to or acquired by CSL while the parties are working together, will be applied; and
- CSL will promptly notify the Client in the event of any unauthorised access, disclosure or loss of personal data, or any other risk to the security of any personal data being processed under this Agreement.
- The Client will ensure that they can site a legal basis for the processing of any data they source and which is included within the System and processed by CSL as required by data protection law.
- Where the processing is situated on equipment under the direct or indirect control of the Client, the Client will be responsible for the security of the data and data processing environment.
4. Limit of liability
- So far as permitted by law, CSL’s liabilities shall be limited to an amount equal to the lower of:
- the Client’s direct losses and reasonable costs (including legal fees) arising from CSL’s breach, whether arising by way of CSL’s negligence or otherwise.
- The total amount paid by the Client to CSL within 12 months of CSL being notified of the liability
- Consequential losses, loss or profit or opportunity and all other indirect losses are expressly excluded from the term “direct losses” where it is used in clause 4.1.
- “Solution” means the combination of CSL’s Background IPR and Software in the configuration that will deliver the Results to the Client
- “Software” means software systems business processes and functionality that are used in providing and/or delivering the Solution to the Client.
- “Results” are the data and IPR that are incorporated into the outputs provided by the Solution excluding any CSL Background IPR and third party IPR. For the avoidance of doubt the Results do not incorporate or include any Software tools, which shall at all times remain the property of CSL.
- “Background IPR”: Each party acknowledges that the other party owns intellectual property rights (IPR) which have been independently developed by each party either before or while the parties are working together and that Background IPR may be incorporated in the Solution.
- “Maintenance” means the fixing of software errors so that the functionality of the Solution is maintained.
- “Training” means support and assistance in operating the Solution and utilising the Results for the benefit of the Client.
- “Services” are the collective provision of Training, Maintenance and Support.
- “Hosting” means the provision of infrastructure to store and manage the Solution and the Results and providing the Client’s users access to both the Solution and the Results.
- “Confidential Information” means all information, data or know-how of whatever nature (whether provided orally, visually, in writing or in any other medium or by any other method) furnished by one Party to the other Party pursuant to the Agreement including, without limitation, any information directly or indirectly made available to the recipient in connection with the disclosing Party’s business, strategy, sales, marketing, products, finances and intellectual property.