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.
Updated January, 2025
“Affiliate”
each and every subsidiary, affiliate, or parent company of the Customer and each and any subsidiary of a parent company of the Customer;
“Agreement”
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”
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;
“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;
“Fees”
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;
“Group”
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”
“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;
“Modification”
any Maintenance Release or new version;
“Output(s)”
any results data or other outputs generated by the Customer’s use of the SaaS;
“Services”
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;
“Specification”
The document detailing the functionality and specification of the SaaS which forms the Schedule 1 – Description and Schedule 2 – Technical and Organizational Measures;
“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;
“Support”
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 Description and Schedule 2 – Technical and Organizational Measures;
“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.
1.2.1 “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.
1.2.1 “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.
2.1.1 the required configuration of Compusense’s System to enable it to provide the SaaS in accordance with the Specification.
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.
3.2.1 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.
Compusense shall provide the SaaS on Compusense’s System as more particularly described in the Schedule 1 – Description and Schedule 2 – Technical and Organizational Measures Document.
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.
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;
6.1.2 the SaaS will conform in all respects to the specifications found in the Schedule 1 – Description and Schedule 2 – Technical and Organizational Measures for the duration of these T&Cs.
6.2.1 repair the SaaS;
6.2.2 replace the SaaS
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.
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.
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.
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.
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.
11.5.1 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.
(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).
Email: info@compusense.com
1 800 367 6666 (North America)
1 519 836 9993 (International)
412 Laird Road Unit #104
Guelph, ON
Canada N1G 3X7
Quality test methods are used to evaluate a product based on its sensory attributes and overall consumer perception to ensure it meets certain standards of excellence and consistency. These methods provide a consumer-centric assessment of product quality, ensure consistency and adherence to quality standards and drive continuous improvement and customer satisfaction. Examples include, but are not limited to, Shelf Life, Degree of Difference,
Difference from Control, In/Out, etc.
Quality test methods are used to evaluate a product based on its key attributes to ensure it meets specific standards of excellence for consistency. These methods provide an internal assessment of the product quality to adhere to quality standards and achieve customer satisfaction. Examples include, but are not limited to, Shelf-Life, Degree of Difference, Difference from Control, and In & Out methods.
Discrimination test methods are used to determine if there are noticeable differences or similarities between products. These methods enable effective differentiation between products, aid in quality control and assurance by identifying variations and deviations, as well as facilitate efficient decision-making based on objective data. Examples include, but are not limited to, Tetrad, Triangle, Duo-Trio, Paired Comparison, etc.
Discrimination testing methods are used to determine if there are noticeable differences or similarities between products. These methods enable effective differentiation between products, aid in quality control and assurance by identifying variations and deviations, as well as facilitate efficient decision-making based on objective data. Examples include, but are not limited to, Tetrad, Triangle, Duo-Trio, and Paired Comparison test methods.
Quality test methods are used to evaluate a product based on its sensory attributes and overall consumer perception to ensure it meets certain standards of excellence and consistency. These methods provide a consumer-centric assessment of product quality, ensure consistency and adherence to quality standards and drive continuous improvement and customer satisfaction. Examples include, but are not limited to, Shelf Life, Degree of Difference,
Difference from Control, In/Out, etc.
Quality test methods are used to evaluate a product based on its key attributes to ensure it meets specific standards of excellence for consistency. These methods provide an internal assessment of the product quality to adhere to quality standards and achieve customer satisfaction. Examples include, but are not limited to, Shelf-Life, Degree of Difference, Difference from Control, and In & Out methods.
