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.

The parties:
The client
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.

2. Protecting Intellectual property rights

The parties recognise that they have valuable Intellectual Property Rights that must be preserved

3. Hosting and Data Privacy:

4. Limit of liability


1) “Solution” means the combination of CSL’s Background IPR and Software in the configuration that will deliver the Results to the Client
2) “Software” means software systems business processes and functionality that are used in providing and/or delivering the Solution to the Client.
3) “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.
4) “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.
5) “Maintenance” means the fixing of software errors so that the functionality of the Solution is maintained.
6) “Training” means support and assistance in operating the Solution and utilising the Results for the benefit of the Client.
7) “Services” are the collective provision of Training, Maintenance and Support.
8) “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.
9) “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.