Terms of Service or General Terms and Conditions for Compusense Inc. (“T&Cs”)


If a valid agreement exists between you (“Customer”) and Compusense Inc. (“Compusense”) related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form. These T&Cs may be updated from time to time as explained herein. Refer to these T&Cs regularly to ensure compliance. These T&Cs can be found at below. Acceptance. Please read these GTC carefully before using the services offered by Compusense (the “Services”).  Modifications to these T&Cs. Compusense may modify these T&Cs at any time by posting a revised version on this website or otherwise providing notice to Customer. By continuing to use the Services after the effective date of any modifications to these T&Cs, Customer agrees to be bound by the modified terms.




1.1    In these T&Cs the following definitions apply:



each and every subsidiary, affiliate, or parent company of the Customer and each and any subsidiary of a parent company of the Customer;


this written SaaS agreement, including the schedules and/or appendices and amendments or the attached schedules made in accordance with the terms of these T&Cs;

“Application Form” (optional)

An Application Form allows respondents to complete an online form to apply to become a panelist in the subscription database. Applicants who successfully complete the Application Form are automatically added to the subscription panelist library as candidates, where they may be accepted or rejected by users. The fields in the Application Form are customized for the subscription. The Application Form is linked to one of the subscription web sites;

“Customer Data”

all data supplied through the Customer’s use of the SaaS platform. This includes responses to Customer questionnaires, names, contact details, and demographics.

“End user”

A Compusense User who accesses the application to create and run tests, manage panels, conduct analyses and create reports; those employees or contractors of the Customer or the Customer’s Affiliates nominated by the Customer and notified to Compusense who shall be permitted to use the SaaS;


those fees and charges payable by the Customer to Compusense pursuant to the terms of clause 6 below, as more particularly detailed in your invoice. 

“Force Majeure”

any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, compliance with any law, governmental controls, restrictions or prohibitions including those related to a national or global pandemic, war, fire, flood, explosion, civil commotion, nuclear, chemical or biological contamination, general strikes, lock-outs, industrial action or employment dispute not caused by or specific or limited to the affected party, protests, public disorder, general interruptions in communications or power supply;


A Group is an organizational unit of end users to facilitate collaboration or oversight in the Compusense subscription. Subscriptions can have 1 or more Groups. Groups may be organized by business unit, geography, language or other criteria as required;

“Initial Term”

Includes the setup of the subscription and the first year of Service.

“Intellectual Property Rights”

all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Maintenance Release”

release of the SaaS which corrects faults, adds functionality or otherwise amends or upgrades the SaaS platform;


any Maintenance Release or new version;


any results data or other outputs generated by the  Customer’s use of the SaaS;


any services (including the services of consultant programmers, system maintainers, outsourcing, or disaster recovery or other service suppliers) which are provided to the Customer or any Affiliate for the purpose of, or in connection with, the permitted use, development, modification or maintenance of the SaaS;

“Scheduling Module” The Scheduling Module provides the function of automated recruiting and scheduling of panelists for product tests. This includes the ability to connect a screener test with a product test, as well as the ability for panelists to “self-schedule” for tests through a web-based interface. The Scheduling Module also allows for the creation of panelist quotas for tests;

“Service Levels”

those standards (including in relation to the availability of the SaaS) required to be met by Compusense as set out ;

“Software as a Service (SaaS)

shall have the meaning set out in Clause 4.3;


The document detailing the functionality and specification of the SaaS which forms the

“Compusense System”

Compusense’s computer system located in Toronto, Ontario, Canada or an equivalent facility, upon which the SaaS is to be hosted and upon which it will operate and on which the data will be stored;



The Support service level includes assistance by phone, email or online for general use of the SaaS. This includes, but is not limited to, assistance in understanding the use of a feature, advice in creating a test, troubleshooting assistance for test issues and general tips in making the best use of the application;

“Support and Maintenance Services”

the support and maintenance that Compusense shall provide for the SaaS Subscription and Compusense System as detailed in ;

“Training Options”

The training options are available online or in person to increase user knowledge of the software.

“Web Sites”


The web site serves as a unique URL for panelists to access their tests, and may be branded with a company logo and colors, or left as an “unbranded” site. Each subscription will have one web site for data collection. Additional web sites are available. Additional site appearance customization is available for a fee.

1.2 In these T&Cs unless otherwise specified, references to:

1.2.1 “clauses”, “paragraphs”, or “Schedules” are to clauses and paragraphs of and schedules and appendices to these T&Cs;

1.2.2 “includes” and “including” shall mean including without limitation;

1.2.3 Compusense and the Customer includes their permitted successors and assigns;

1.2.4 use of any gender includes the other genders.


1.3 In the case of conflict or ambiguity between any provision contained in the body of these T&Cs and any provision contained in any Schedule,         the provision in the body of these T&Cs shall take precedence.



2.1 Immediately following payment of Fees, Compusense shall commence work on the following:

2.1.1 the required configuration of Compusense’s System to enable it to provide the SaaS in accordance with the Specification;




3.1 Services and Assignment

3.1.1 Compusense hereby grants to the Customer and its Affiliates non-exclusive Service.

3.1.2 Customer will own the Outputs and any Customer Data created by or on behalf of Compusense at the time of creation. Compusense shall, and hereby does, assign to the Customer, with full title guarantee, all rights, title and interest in and to the Outputs and any Customer Data created by Compusense and shall provide to the Customer all technical documentation and other data in respect thereto.


3.2 Scope of use

3.2.1 For the purposes of clause 3.1.1 above, “use” of the SaaS shall be restricted to use of the SaaS in object code form for the normal business purposes of the Customer or any Affiliate.

Save as stated in this clause 4, the Customer shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the SaaS in whole or in part except as permitted by law.


3.3 SaaS Subscription

Compusense shall provide the SaaS on Compusense’s System as more particularly described in the Description and Architecture and Security Document.


3.4  Subsequent Terms

Subsequent terms shall each be for 12 calendar month periods which shall automatically renew on the anniversary of the Services or such other period as the parties may agree (“Subsequent Terms” and together with the Initial Term, the “Term”) unless terminated by either party by providing notice in writing to the other party of no less than thirty (30) days prior to the expiry of the then current Term that it wishes to terminate the Services. Fees for the Subsequent Term of the Services will be determined by Compusense at the time of each Subsequent Term.



4.1 Compusense shall provide the Support and Maintenance Services in accordance with during the Initial Term of these T&Cs and for any Subsequent Terms if so requested by the Customer.

4.2 Fees for the Support and Maintenance Services are included in the Fees.


5    FEES

5.1 In consideration of the satisfactory performance of its obligations under these T&Cs, Compusense shall be entitled to invoice the Customer in respect of the Fees at the time specified in its quote. All invoices must include a valid Customer purchase order number.

5.2 All sums due pursuant to these T&Cs are exclusive of taxes which shall, in addition, be payable by the Customer subject to receiving a valid tax invoice from Compusense.

5.3 All fees are due no later than the date of commencement of the Term. In the event Customer fails to pay Fees within thirty (30) days of the renewal date, such fees shall be subject to a late fee of ten percent (10%) thereon.

5.4 In addition to the late fee charge, Compusense shall be entitled (but not obliged) to charge interest on any overdue payment at the rate of two percent 2% above the base prime lending rate from time to time from the due date of payment until payment is actually made whether before or after any judgment if payment has not been made within thirty (30) days of the due date.

5.5 If the Customer has not paid all Fees in full within thirty (30) days from invoice date, Compusense has the right to suspend provision of Services until full payment, including late payment charges, are paid by the Customer. Compusense shall have the right to terminate these T&Cs if Customer fails to pay fees when due under these T&Cs.




6.1 Compusense warrants that:

6.1.1 it has the right to enter into these T&Cs and to grant to the Customer permission to access the SaaS as contemplated by these T&Cs and to grant the rights granted in these T&Cs; and

6.1.2 the SaaS will conform in all respects to the specifications found in the Description and Architecture and Security Document for the duration of these T&Cs.

6.2 If, within the duration of these T&Cs, the Customer notifies Compusense of any substantial defect or fault in the SaaS in consequence of which it fails to conform to any of the warranties in clause 7.1, Compusense shall, without prejudice to the Customer’s other rights and remedies, at Compusense’s option, do one of the following:

6.2.1 repair the SaaS;

6.2.2 replace the SaaS

6.3 The warranties in clause 6.1 will apply to any Modification which is commissioned by the Customer during the course of these T&Cs as though the references to the date of these T&Cs were references to the date on which such Modification was delivered.

6.4 Compusense warrants that the Service will be available within the requirements set out in the Service Levels and remedies described in the Description and Architecture and Security Document.

6.5 Subject to clause 6.6, neither party shall have any liability for any losses or any special, indirect, incidental, consequential, exemplary, punitive or any similar or other damages of any nature arising out of these T&Cs, the Services or Customer’s use or inability to use the SaaS, which may be suffered by the other or any Affiliate of the other (or any person claiming under or through the same), whether which fall within the following categories:

6.5.1 consequential damages even though that party was aware of the circumstances in which such special damage could arise;

6.5.2 damages for business interruption; loss of profits or revenue, or other commercial loss; anticipated savings; business opportunity or goodwill; and

6.5.3 loss of data,

regardless of whether the Party has been advised of the possibility of such damages and regardless of whether the damages arose as a result of breach of Agreement or tort including either Party’s negligence.

6.6 The exclusion in clause 6.5 shall apply to the fullest extent permissible at law but neither party excludes any liability for death or personal injury caused by its negligence or willful misconduct, or other damages caused by the gross negligence willful misconduct of its employees or agents, or for fraud. 

6.7 In no event shall Compusense’s total liability for damages arising from any cause of action under these T&Cs, in the aggregate, exceed the Fees paid by the Customer pursuant to these T&Cs during the twelve (12) months preceding the event giving rise to the claim. 



7.1 Compusense warrants that it will provide the SaaS in accordance with the Service Level described in in the Description and Architecture and Security Document.

7.2 In the event that Compusense fails to meet the Service Level two times in any two consecutive calendar months the parties shall meet to agree upon an improvement plan in order to ensure that the Service Level is met (“Improvement Plan”). If after the implementation of the Improvement Plan the Service Level is still not being met, then the Customer shall have the right to terminate these T&Cs with written notice to Compusense.




8.1 The Customer is responsible for properly maintaining the functional operation of all workstation equipment including connectivity to the Internet and DNS services.

8.2 Prior to alleging any connectivity problems, the Customer will verify that they are able to reach major sites such as www.google.com or www.yahoo.com, with a clean browser cache.

8.3 End Users must allow any SaaS apps, if required, to be installed on all required workstations.

8.4 Customers must use discretion with providing access to the administrator and end user passwords.

8.5 End Users and panelists must not share their login name or password.

8.6 End Users and panelists must change their passwords regularly. Compusense SaaS has functionality to allow End Users and panelists to change passwords. End Users should select passwords that are at least eight (8) characters. Passwords need to include mixed alphabetic and numeric characters.




9.1 To the extent it processes personal data on behalf of the Customer, both the Customer and Compusense undertake to comply with the provisions of any applicable directive, statute, law or regulation concerning the protection of personal data and the Data Processing Addendum (Exhibit A). The Data Processing Addendum shall take precedence in relation to any other provisions set out in these T&Cs in relation to processing of personal data (as such terms are defined in the Data Processing Addendum).

9.2 In particular, but without limitation, Compusense shall:

9.2.1 only carry out processing of personal data that falls under any applicable act or regulation in accordance with the instructions of the Customer, and

9.2.2 keep at all times the Customer’s personal data secure and not disclose it or allow access to any personal data other than to a person placed under a like obligation.

9.3 Compusense shall inform the Customer in writing of any breach of this Clause 9 by Compusense.

9.4 The total liability of Compusense arising out of or related to this Clause 9, shall not, when taken together in the aggregate, exceed the limitation of liability set forth in these T&Cs.

9.5 At any time after the effective date of termination of these T&Cs, within ten (10) days from the written request of the Customer for any testing Output and Customer Data, Compusense shall deliver to the Customer such testing Output and Customer Data in .CSV format and, Compusense shall provide a written statement signed by a representative of Compusense confirming that Compusense has permanently deleted all original and copy documents containing such information which are in its or its Affiliates’ possession and that all such information has been permanently removed from all of its computers, disks or other devices. Nothing in clause 9.4 shall require Compusense to return or destroy any documents and materials containing Output or Customer Data that Compusense is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject.




10.1 Annually, Compusense shall:

10.1.1 run a disaster recovery test (DR Test) on Compusense System

10.1.2 prepare an action plan to address any issues identified as the result of such DR Test; and

10.1.3 upon request confirm in writing to the Customer that it has carried out a DR Test and that it will follow the action plan prepared in order to improve its disaster recovery procedures.

10.2 During the Term of these T&Cs, Compusense shall perform periodic system backups of the SaaS and retain selected backups for one (1) month. These system backups are intended as a recovery mechanism in the event of a system disaster. Backups will be performed in accordance with the procedure defined in the Description and Architecture and Security Document and backup data shall be stored at a different site to that of Compusense System. Compusense will provide confirmation to the Customer that it has retained copies of the backups in accordance with this clause promptly on request.

10.3 Compusense shall ensure that it complies with all reasonable security requirements in respect of the SaaS and any data stored on Compusense’s System. Compusense will use commercially reasonable efforts to comply with the Customer’s information security policies within the scope of this service. Compusense will, in no event, use less than reasonable care in protecting the data of Customer from unauthorized disclosure. In the event of an actual or potential unauthorized disclosure, Compusense shall notify Customer and assist in remedying the situation.




11.1 All Intellectual Property Rights in the SaaS, the Services and any Modification to the SaaS shall belong to Compusense.

11.2 Compusense undertakes to defend the Customer and its Affiliates, from and against any claim or action that the possession, use, development, modification or maintenance of the SaaS (or any part thereof) hereunder infringes the Intellectual Property Rights of a third party (an “Infringement Claim”) and shall indemnify and hold harmless the Customer from and against any losses, damages, costs and expenses incurred by or awarded against the Customer as a result of or in connection with any such Infringement Claim.

11.3 The Customer agrees that the Infringement Claim in this clause 11.3 is subject to the following:

11.3.1 the Customer shall promptly notify Compusense in writing of any Infringement Claim of which it has notice (and in no event later than five (5) days of learning of the Infringement Claim);

11.3.2 the Customer shall not make any admission as to liability or compromise or agree to any settlement of any Infringement Claim without the prior written consent of Compusense; and

11.3.3 Compusense shall, on its written request and at its own expense, be entitled to have the conduct of or settle all negotiations and litigation arising from any Infringement Claim and the Customer shall, at Compusense’s request and expense, give Compusense all reasonable assistance in connection with those negotiations and such litigation.

Compusense shall not be responsible, liable, or obligated to indemnify the Customer if the Infringement Claim arises from or in connection with:

11.3.4 Customer’s breach of these T&Cs; or

11.3.5 use of the SaaS in a manner or for a purpose not reasonably contemplated by these T&Cs or otherwise not authorised in writing by Compusense.

11.4 If any event as described in the clauses 11.3.4 and 11.3.5 above is applicable, Customer indemnifies and shall hold Compusense harmless from and against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Compusense’s counsel) and loss of any kind arising from any such event.

11.5 Without prejudice to clause 11.2, if any Infringement Claim is made, or in Compusense’s reasonable opinion is likely to be made, against the Customer, Compusense shall at its option as to which alternative below (acting reasonably) and expense and without prejudice to any other right or remedy which the Customer may have:

11.5.1 procure for the Customer the right to continue using, developing, modifying or maintaining the SaaS (or any part thereof) in accordance with the terms of these T&Cs;

11.5.2 modify the SaaS so that it ceases to be infringing;

11.5.3 replace the SaaS with non-infringing SaaS.

11.6 The rights granted to the Customer in this Clause 11 are the sole and exclusive remedies of the Customer for any Infringement Claim.

11.7 The Customer shall own all right, title and interest in and to all Customer Data and Outputs, including any intellectual property rights embodied in the Customer Data and Outputs. Except for the rights expressly granted herein, these T&Cs does not transfer from Customer to Compusense, any Customer Data or Outputs and all right, title and interest in and to such information will remain solely with the Customer, its Affiliates and/or third party licensors. For avoidance of doubt, it is being clarified that the Customer Data and Outputs exclude (i) the SaaS, (ii) Services and Modifications to the SaaS, and all Intellectual Property Rights in the SaaS, Modifications to the SaaS and the Services belong exclusively to Compusense.

11.8 The Customer grants to Compusense a non-exclusive, royalty-free licence, while Compusense is providing any services to the Customer under these T&Cs, to use, reproduce, store, digitally perform and display and create derivative works from the Customer Data and Outputs, solely in connection with the performance of Compusense’s obligations under these T&Cs. Compusense shall have no right to use the Customer Data or Outputs for any purpose other than the performance of these T&Cs.




12.1.1 These T&Cs may be terminated:

(a) by either Party at any time by giving a three (3) month’s written notice to the other Party;

(b) by either party if the other party is in breach of any of the terms of these T&Cs and either the breach is not capable of remedy or is not remedied within thirty (30) days of a notice in writing from the party not in breach specifying the breach and requiring its remedy. For the purposes of this clause, it will be considered a material breach if Customer’s payment or any amounts due are over thirty (30) days in arrears; and

(c) by either party, automatically, if (i) the other party becomes the subject of a voluntary arrangement, (ii) is unable to pay its debts as they fall due, (iii) has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, (iv) has passed a resolution or has a petition presented to any court for its winding-up or for an administration order or has anything similar or analogous happen in relation to it, or (v) Customer breaches any obligation related to Compusense’s Intellectual Property which has not been cured within fourteen (14) days from written notice pertaining to such breach (or if incapable of being cured then immediately upon such written notice being given).

12.1.2 Termination by either party in accordance with the rights contained in clause 12.1.1 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.

12.1.3 In the event that these T&Cs are terminated by the Customer, Compusense shall, if Customer so requests, provide such transitional services as the Customer requires at a cost to be agreed between the parties.

12.1.4 Upon termination or expiration of these T&Cs for any reason, Customer’s rights under Clause 3 shall immediately cease and Customer shall promptly perform its outstanding obligations, including, without limitation, making all payments due within thirty (30) days following such termination or expiration of these T&Cs. In the event of termination of these T&Cs for any reason, Customer shall not be entitled to refund of any payments made by the Customer to Compusense.




13.1.1 The Customer shall have no right to grant sub-licences in the SaaS except as expressly permitted under the terms of these T&Cs.

13.1.2 The Customer may not assign or transfer, voluntarily, by operation of law, or otherwise, any rights under these T&Cs without Compusense’s prior written consent, which may be withheld, delayed, or conditioned in Compusense’s sole discretion.




Except for payment obligations, no party shall be liable to the other for any delay or non-performance of its obligations under these T&Cs arising from Force Majeure, provided that the affected party immediately notifies the other party and provides full information about the Force Majeure, uses best efforts to overcome the Force Majeure, and continues to perform its obligations to the extent practicable. If the period for which a party’s performance is delayed, hindered or prevented by a Force Majeure event continues for more than thirty (30) days from notice, then either party may terminate immediately by written notice to the other party and such termination shall not be deemed a termination due to breach. in the event of any termination as a result of this paragraph, subscriber’s obligation under clause 12.1.4 shall remain in effect.




15.1 Each party agrees and undertakes that during the term of these T&Cs, it will keep confidential all, and will not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature which may become known to such party from the other party and which relates to the other party or any of its Affiliates unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of these T&Cs or subsequently comes lawfully into the possession of such party from a third party.

15.2 The provisions of this clause 15 shall remain in full force and effect for one (1) year after the termination of these T&Cs.

15.3 Customer grants Compusense the permission to use its name and logo in marketing and promotion as a “Compusense client” unless the Customer provides explicit written direction not to do so.


16    WAIVER


No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.




If any provision of these T&Cs is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.




Any amendment, waiver or variation of these T&Cs shall not be binding on the parties unless set out in writing, expressed to amend these T&Cs and signed by or on behalf of each of the parties.




Nothing in these T&Cs will be construed so as to create a partnership, joint venture or agency relationship between the parties.




20.1 Each Customer Affiliate shall be entitled to exercise any of the rights and enjoy the benefit of any obligations granted to the Customer under these T&Cs.

20.2 Except as provided in clause 20.1, no person other than a party to these T&Cs may enforce it.




These T&Cs, the Schedules and the documents annexed hereto as appendices or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.




(a) Export Compliance. The SaaS, including any Modifications to the SaaS, documentation, and any related technical data included with, or contained in, such SaaS, and any products utilizing any such SaaS, software, documentation, or technical data (collectively, “Regulated SaaS”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. The Customer shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated SaaS to any jurisdiction or country to which, or any party to whom, or for any use for which, the export, reexport, or release of any Regulated SaaS is prohibited by applicable federal law and foreign laws, regulation, or rule. The Customer shall be responsible for any breach of this Section by its, and its successors’ and permitted assigns’, parent, affiliates, employees, officers, directors, customers, agents, distributors, resellers, or vendors. The Customer shall comply with all applicable federal and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated SaaS. The Customer shall provide prior written notice of the need to comply with such laws, regulations, and rules to any person, firm, or entity which it has reason to believe is obtaining any such Regulated SaaS from the Customer with the intent to export or reexport. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit access or use of the SaaS, Modifications or related services in a U.S.- embargoed country, EU-embargoed country, or United Nations-embargoed country or in violation of any other applicable embargo, export law or regulation.

(b) Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Compusense’s employees or agents in connection with these T&Cs. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Compusense.




These T&Cs may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.




The clauses or paragraphs which, by their nature, are intended to survive termination or expiry of these T&Cs, including the clauses 6.5, 6.6, 6.7, 11, 12.1.4, 12.1.4, 14, 15, 17, 24 and 25 shall continue in force and survive the termination of these T&Cs.




These T&Cs, and all claims arising out of or related to, shall be governed by and construed in accordance with the laws of Canada without regard to the conflict of laws or provisions thereof, and each party hereby submits to the exclusive jurisdiction of the provincial and federal courts in Canada.




Either party shall not use other party’s name or logo, in any materials, including without limitation press releases, without the other party’s prior written consent.



We have a number of different Data Processor Addendum’s depending on your location. Please click the one below that works for you. 


EU and UK