Conesso Terms and Conditions are shown below and explain the agreed terms for using the application, platform, website and software of Conesso Ltd.
(A) Conesso Ltd is a provider of email marketing and data processing services in particular the provision of marketing tools, management information, storage and support.
(B) The Client wishes to engage Conesso to provide such services to its business, upon and subject to the terms and conditions set out in this Agreement.
1.1 The following definitions apply in this Agreement:
“Agreement” means this agreement signed by Conesso and the Client.
"Client" means the person, business, firm or company who contracts with Conesso under this Agreement for the provision of the Services.
"Commencement Date" means the date of this Agreement.
"Contract" means the Payment Plan option for the payment of Services based on a fixed tariff pricing system as more particularly detailed on the Site. Clients who purchase Services on a Contract basis may send a specified number of emails for a fixed price, any further emails sent each month will be charged as an additional fee
“Data Protection Laws” means: (a) in relation to the Client all data protection and/or privacy laws, principles and agreements and all electronic marketing laws, principles and agreements applicable to the country (and state where applicable) in which the Client is located and all countries (and states where applicable) in which recipients of emails sent via the Services are located; (b) in relation to Conesso all data protection and/or privacy laws, principles and agreements and all electronic marketing laws, principles and agreements applicable to the country (or state where applicable) in which the Conesso is located;
"Fees" means Conesso's Set-up Fee and Monthly Fees for the Services as agreed between the parties and set out in the Service Confirmation Form together with such other additional charges as may be agreed between the parties from time to time.
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, Trade Mark, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Material" means written documentation and content, verbal, electronic and other information, databases, computer software, Software, designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form belonging to Conesso but for the avoidance of doubt does not include material belonging to the Client
"Monthly Fees" means Conesso's fees for the Services which will be charged on a monthly basis in accordance with the Payment Plan agreed between the parties and set out in the Service Confirmation Form.
"Service Confirmation Form" means the order form confirming the type of Package, the Payment Plan and the Fees that the parties have agreed, enclosed at schedule 1.
"Package" means the type of account and level of access granted to the Client for the Use of the Services which is agreed between the parties and set out in the Service Confirmation Form. There is one system package license:
"Pay As You Go" means the Payment Plan option for the payment of Services based on the number of emails sent by Conesso on behalf of the Client as more particularly detailed on the Site.
"Payment Date" means the date on which Monthly Fees are paid which shall be on the first day of each calendar month.
"Payment Plan" means the pricing system agreed between the parties which will either be on a Contract or Pay As You Go basis.
"Services" means Conesso's data processing services and provision of Software for use by the Client in accordance with the access level specified in Package. Specifically:
(a) Conesso provides the Software to manipulate the personal data collected;
(b) Conesso provides the facilities for the Client to send emails to data subjects who have expressly consented to the Client sending them such emails; and
(c) Conesso provides facilities for the Client to export personal data together with such other services agreed between Conesso and the Client from time to time or ancillary to the Services.
"Set-up Fee" means the one-off fee charged by Conesso for the set-up of their Enterprise Packages.
"Site" means Conesso's website at www.conesso.io
"Software" means Conesso's data management and manipulation software which manipulates collected personnel data enabling the Client to send emails to its end users who have expressly consented to the Client sending them such emails and enables the Client to export personal data.
"Term" means the definition given at Clause 3.2 for Clients who have purchased Services on a Contract basis or the definition given at Clause 3.3 for Clients who have purchased Services on a Pay As You Go basis.
"Trade Mark" means Conesso's unregistered trademark and logo and any future registration of either of these marks or any similar mark or branding of Conesso or of any associated companies or third parties provided or used as a part of these Services or any application for registration anywhere in the world.
"Use" means direct use of the Services for email marketing, as a survey tool, as a microsite builder and such other use as may be, in accordance with the Package, used by the Client in accordance with this Agreement.
"VAT" means value added tax chargeable under English law for the time being and any similar additional tax.
"Conesso" means Conesso Limited of Central House, Otley Rd, Harrogate HG3 1UG, incorporated and registered in England and Wales with company number 14225124, whose registered office is Central House, Otley Rd, Harrogate HG3 1UG.
"Working Hours" means 08.30 to 17.00, Monday to Friday UK local time excluding statutory holidays in England and Wales.
1.2 A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment of it, and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
1.6 References to "party" shall mean the Client or Conesso and "parties" shall refer to both the Client and Conesso;
1.7 A reference to writing or related expressions includes but shall not be limited to a reference to email, communications via websites and comparable means of communication.
1.8 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.9 In this Agreement, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative, shall not limit the sense of the words preceding or following those terms, and shall be deemed to be followed by the words “without limitation” unless the context requires otherwise.
2. Application of Terms
2.1 Conesso shall provide the Services to the Client for the duration of the Term in accordance with this Agreement.
2.2 Subject to any modification under clause 14 the provision of the Services by Conesso and the Use of the Services by the Client shall be upon and subject to this Agreement and the Service Confirmation Form to the exclusion of all other terms and conditions.
2.3 By entering into this Agreement each party warrants to the other that they have the power and authority to enter into this Agreement and perform its obligations under this Agreement.
3. Commencement and Duration
3.1 This Agreement shall come into force on the Commencement Date.
3.2 For Clients who have purchased Services on a Contract basis:
(a) the agreement shall continue for an initial period of 12 months unless terminated earlier in accordance with the provisions of this Agreement ("Initial Term").
(b) either party must give 30 days' written notice prior to the end of the Initial Term to terminate this Agreement. If neither party exercises this right the Agreement shall continue in force beyond the Initial Term for successive periods of 12 months starting from the anniversary of the Commencement Date ("Renewal Term").
(c) The Renewal Term will continue unless and until either party gives 30 days' written notice to the other party prior to the end of the Renewal Term to terminate the Agreement (such notice to expire at the end of a Renewal Term) or is terminated earlier in accordance with the provisions of this Agreement
(d) The Client will be liable to pay the Fees for the Initial Term and/or Renewal Term even if the Agreement is terminated prior to the expiry of the Initial Term or Renewal Term in accordance with this agreement save for termination in accordance with clause 7.4 and clause 14.2.
3.3 For Clients who have purchased Services on a Pay As You Go basis:
(a) There is no minimum contract period associated to the sends package however there is if a monthly annual enterprise license has been purchased. In such circumstances with reference to the Pay As You Go Sends, the Agreement shall continue until either:
(i) the Client gives one calendar months’ written notice to terminate the Agreement; or
(ii) the Agreement is terminated in accordance with one of the provisions set out in this Agreement.
(b) If the Agreement is terminated in accordance with either clause 3.3(a) the Client will be liable to pay any outstanding Fees owned and will not be entitled to a refund of any Fees paid.
4. Supply of Services
4.1 Conesso will provide the Services using such skill and care as may reasonably be expected from a company experienced in the provision of services of the type, scope and complexity of the Services.
4.2 Conesso uses third parties based both within and outside of the European Economic Area (EEA) to host the Conesso application servers for the provision of the Services. The Client hereby consents to Conesso using data centres located in the EU, the USA and other key global locations for the provision of the Services. Conesso will use its reasonable endeavours to ensure that any such third party undertakes to provide its Services to standards regarding confidentiality and data protection that are no less equal to those contained in these Terms. The Client acknowledges that such third parties may have separate privacy and cookies policies that apply to the Services, of which Conesso may inform the Client from time to time; Conesso does not accept any responsibility or liability for such privacy policies, and it is the responsibility of the Client to check such privacy policies before submitting any personal data via the Services.
4.3 Conesso does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails will be without delay. Conesso will use all reasonable endeavours to maintain an uninterrupted service during Working Hours.
4.4 Conesso cannot guarantee the delivery of emails to any recipient under the Services as it is dependent upon accurate and up to date email addresses, upon suitable internet availability and connectivity, on various anti-spam and junk mail policies adopted by recipient email service providers as well as restrictions regarding the content, wording and graphics of an email.
4.5 Conesso will use reasonable endeavours to assist the Client with methods to maximise the delivery rate of emails, however Conesso makes no representations or warranties whatsoever about the speed or number of emails sent that will be delivered to recipients. Conesso accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under clause 4.3 and clause 4.4.
4.6 Conesso will process information about the Client in accordance with clause 8. By using the Site, the Client consents to such processing and warrants that all data provided by the Client is accurate so far as the Client is reasonably aware.
4.7 Where the Site contains links to other sites and resources provided by third parties, these links are provided for the Client's information only. Conesso has no control over the availability or content of such other sites or resources, and accepts no responsibility or liability for them or for any loss or damage that may arise from the Client's use of third party sites or Materials.
4.8 The Software and Services are provided by Conesso on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement.
4.9 Conesso does not warrant in any way that the Software is compliant with any laws or regulations outside of the United Kingdom. The Client shall be entirely responsible for compliance with all laws and regulations in force from time to time as may be applicable to the use of the Services by the Client.
4.10 The Client shall perform all acts, and do all such things, as Conesso may require from time to time, including accepting and entering into any end user licence agreement made available by any relevant third party relating to the Software or the Services.
5. Client's Obligations
5.1 The Client shall not:
(a) use the Services in any way so as to bring the Services or Conesso into disrepute;
(b) use the Services to send unsolicited or unauthorised advertising, unsolicited bulk email support services, promotional material, 'junk mail', 'spam', 'chain letters or pyramid schemes, offensive adult services, pornographic material, pornographic images, discriminatory material, communications promoting email address data lists or any other form of solicitation to any data subjects or third party;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or materials transmitted through the Services;
(d) use the Services in a manner which is unlawful, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libellous, menacing or invasive of another person's privacy;
(e) use the Services in a manner which infringes the Intellectual Property, proprietary or personal rights of any third party, including data subjects;
(f) misuse the Site by introducing viruses, trojans, worms, logic bombs or other material which is technologically harmful or interrupts, destroys or limits the functionality of any computer software, hardware, telecommunications equipment;
(g) attempt to gain unauthorised access to the Site or Services, the server on which the Site or Services are stored or any server, computer or database connected to the Site or Services;
(h) attack the Site or Services via a denial-of-service attack or a distributed or malicious denial-of service attack;
(i) use the Services to upload or send to records purchased, rented or acquired from a third party in any way;
(j) upload, post, email or otherwise transmit content that it does not have the right to transmit under any law or contractual relationship (including confidential information of any other party);
(k) use the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that deemed threatening or obscene, or engage in any kind of illegal activity; and/or
(l) contract with any third party provider of the Services or on behalf of whom Conesso resells the Services or access to the Software, to receive the Services or access to the Software directly from such third party provider, for the duration of this Agreement and for six months after its termination for any reason.
5.2 For the avoidance of doubt, unsolicited bulk email support services described at clause 5.1(b) may include but are not limited to: services providing service to known spam operations listed on Register of Known Spam Operations (ROKSO), services providing 'bullet-proof hosting' for spam service purposes, services obfuscating or anonymising spam senders, services selling or providing hosting for the sales or distribution of spamware or address lists, and networks knowingly hosting spammers as either stated or de facto policy.
5.3 Conesso does not monitor the content of emails created by the Client, but may at its discretion immediately and without notice to the Client, if it considers that the Client is in breach of clause 5.1, suspend the Service, block the Client’s access to the Services for any period of time, and/or add any email addresses to its global suppression list. If Conesso suspends the Service in accordance with this clause 5.1 no refund of the Fees paid by the Client will be made. Conesso accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.3. The Customer is responsible and liable for the content of any emails sent using the Services or emails being sent to recipients in breach of this Agreement.
5.4 Conesso firmly believes that email marketing must be built upon a foundation of good practice and permission. The Client must provide the recipient of any marketing email sent using the Services, the means to control the frequency which businesses communicate with them as well as must be given clear and unambiguous means to unsubscribe from further emails.
5.5 It is a condition of the provision of these Services that the Client agrees to follow the Committee of Advertising (CAP) Code (summarised in brief in the attached Schedule 2 ) in all marketing communications and that the reputation, goodwill and brand of Conesso and of any associated companies are fully preserved and protected.
5.6 The Client agrees:
(a) to comply, and to ensure that its Use of the Services complies, in all respects, with all applicable legislation, regulations, directions, codes of practice, best practice guides (including, without limitation, the Direct Marketing Association (DMA) best practice guides, The CAP Code, the Spamhaus best practice guides) and other rules and guidelines, mandatory or otherwise, promulgated from time to time by governments, regulators and/or email user groups acknowledged both UK and worldwide (collectively known as the "Codes");
(b) that where Conesso is aware or is notified that a Client is or has been in breach of any Codes, Conesso may at its discretion immediately and without notice to the Client suspend the Service. If Conesso suspends the Service in accordance with this clause 5.6(b) no refund of the Fees paid by the Client will be made. Conesso accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.6(b);
(c) to provide all reasonable assistance to Conesso to comply with any requirements or conditions which are at any time imposed by law or any regulator or appropriate user group which are applicable to or affect the Services;
(d) to provide, Conesso, relevant authority, user group or regulator with such information or material relating to the Services or a future service as it may reasonably request in order to carry out any investigation in connection with the Services; and
(e) not use the Services to upload or send to records purchased, rented or acquired from a third party in any way.
Conesso has no responsibility or liability whatsoever howsoever arising directly or indirectly to the Client for the content of any emails sent using the Services or emails being sent to recipients in breach of the Client of its obligations contained in this Agreement.
5.7 In the event of a breach by the Client of this Agreement, applicable legislation, regulations, directions, Codes, codes of practice, best practice guides and other rules and guidelines Conesso will review the circumstances leading to the breach and may in its absolute discretion (taking account of the Client's track record of Use of the Services) either;
(a) suspend the provision of Services;
(b) terminate the provision of Services; and/or
(c) reactivate the Services subject to the Client providing documentary evidence that the breach was caused inadvertently and while acting in good faith and that appropriate steps have been taken to prevent any further reoccurrences.
Conesso accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.7.
5.8 The Client will keep its password and other access details for Use with the Services confidential and restricted to those members of staff who need to know such details and shall ensure all members of staff are aware of the confidential nature of such information and treat it accordingly.
5.9 The Client shall notify Conesso immediately if it believes that such information is no longer secret.
5.10 The Client is solely responsible for all activities that occur under the Client's password or account.
5.11 The Client will not permit any person to access the Services for any unauthorised purpose that would constitute a breach of these Terms if such a breach was carried out by the Client.
5.12 Conesso does not accept and shall have no responsibility or liability whatsoever and howsoever arising directly or indirectly to the Client for the content of any emails sent using the Services or for sending them to the recipients in accordance with the Agreement.
5.13 Without prejudice to its other rights in the Agreement Conesso reserves the right to immediately remove any item included in any emails forming part of the Services or any other item or material made available via the Services by the Client at any time and without notice, where the content is in Conesso's reasonable opinion a breach of the Agreement. Conesso accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this clause 5.13.
5.14 If the Client fails to take the remedial actions required by Conesso within any timescale required, Conesso reserves the right to terminate this Agreement upon giving notice to the Client and the Client shall become immediately liable to pay all outstanding fees for remainder of the unexpired Term.
5.15 The Client warrants that it will not use the Service to send email communications advertising or promoting email lists or services supporting unsolicited bulk email. Any Client who uses the Services to promote or advertise email lists or services supporting unsolicited bulk email will have their account disabled without notice and with immediate effect and no refund of Fees or other payments to Conesso will be made. Unsolicited bulk email support services may include but are not limited to: services providing service to known spam operations listed on Register of Known Spam Operations (ROKSO), services providing 'bullet-proof hosting' for spam service purposes, services obfuscating or anonymising spam senders, services selling or providing hosting for the sales or distribution of spamware or address lists, and networks knowingly hosting spammers as either stated or de facto policy. Conesso accepts no responsibility or liability to the Client for any direct or indirect loss or damage that may arise under this Clause 5.15.
5.16 The Client is not permitted to conduct vulnerability scanning, or any form penetration testing against the Services or application servers.
6. Account Manager
6.1 Conesso will ensure that Clients who have purchased an Enterprise Package will have an account manager appointed.
6.2 Clients will be provided with contact details of Conesso's support team. Depending on the Package purchased, support may be provided by either email or phone. Support will be provided only by Conesso, whether any element of the Package is provided by a third party or resold by Conesso on behalf of a third party.
6.3 The account manager may change from time to time.
7. Fees and Payments
7.1 The Client shall pay the Fees for the Services in accordance with the Agreement, any terms set out in the Service Confirmation Form and any other payment terms agreed in writing with Conesso.
7.2 Payment shall be made in pounds Sterling. All Fees quoted to the Client for the provision of the Services are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time
7.3 Conesso may at its reasonable discretion, alter the level of Fees or change or modify the payment terms under the Agreement upon giving the Client 30 days' notice of the same either by email or notification on the website.
7.4 Within 14 days of receiving such notice, the Client may notify Conesso in writing that it wishes to terminate the Agreement on 90 days’ notice with no change to the Fees or payment terms during such notice period. Conesso may then either:
(a) accept the notice of termination from the Client;
(b) make amendments to the proposed charge; or
(c) withdraw its notice to the Client. In such case the Agreement will continue on the original terms agreed between the parties.
If no such notice is received from the Client, then the Client shall be deemed to have accepted the changes proposed by Conesso.
7.5 Payment of the Fees shall be made by direct debit by the Client to Conesso. The Client shall set up a direct debit mandate for payment of the Fees which must be completed and returned to Conesso within 7 days of signing this Agreement for Services.
7.6 At its sole discretion confirmed in writing, Conesso reserves the right to accept payment of Fees by cheque or bank transfer.
7.7 Subject to any variation agreed in writing between the parties from time to time, the Fees and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set off or other deduction) to Conesso on the Payment Date.
7.8 If the Client fails to pay Conesso any Fees due under this Agreement, then Conesso shall be entitled to charge interest (both before and after any judgement) on the outstanding amount at the rate of 3% above the base rate of Barclays Bank Plc from time to time, accruing on a daily basis and compounded quarterly, from the due date until the outstanding amount is paid in full.
7.9 If the Client fails to pay any sums due on the Payment Date, Conesso shall notify the Client and reserves the right to immediately disable the account and temporarily suspend the provision of the Services to the Client until such time as any outstanding invoices have been settled in full, whereupon the Services will be reinstated.
7.10 Conesso reserves the right to carry out credit checks on the Client and by signing this Agreement the Client expressly consents to such credit checks. Credit checks may be carried out without notice from time to time.
7.11 Conesso reserves the right to suspend services or to provide a restricted Service limiting the send volumes of emails based on the results of any credit checks carried out. Conesso also reserves the right to apply a limit on Fees incurred by the Client and/or to request payments of Fees in advance during the provision of the Services if a Client's credit rating worsens. Such restricted Service and Fee limitations will be notified to the Client in writing and shall continue until such time as Conesso may elect at its sole discretion.
7.12 If Conesso has a right to suspend the Services and access to the Software under this Agreement for late payment by the Client of any invoice, and the Client disputes that invoice for what Conesso considers (at its absolute discretion) to be valid and reasonable grounds, Conesso may (at its absolute discretion) agree to continued provision of the Software for a further 14 days whilst discussions take place to resolve the basis of the dispute. Where there have been previous unfounded disputes over invoices with the Client, Conesso may at its absolute discretion suspend the Client’s access to the Software without allowing any 14 day extension for resolution of the dispute. If the Client disputes any portion of an invoice based upon use of the Software, Conesso's records of such usage shall be presumed to be accurate.
7.13 The Client may not withhold payment of any amount due to Conesso because of any set-off, counter-claim, abatement, or other similar deduction.
8. Data, Data Protection and Indemnity
8.1 Each party undertakes to comply with its obligations under relevant applicable Data Protection Laws. The Client is the data controller in respect of any personal data that Conesso processes in the course of providing Services. The personal data is derived from data provided by the Client and is not checked or monitored by Conesso and, accordingly, Conesso has no liability or responsibility whatsoever howsoever arising directly or indirectly to the Client for the accuracy, contents or use of such personal data under this clause 8.1.
8.2 Conesso warrants that it will not disclose any personal data to any business, organisation or individual without the Client's prior written consent, unless required by law.
8.3 Conesso has no responsibility or liability for the storage or back up of Client data and although back-ups shall be carried out at regular intervals, the Client shall remain entirely responsible for making its own back-up of such data if required, particularly but not limited to when the Client adds a significant amount of data over a short time period. Conesso shall incur no direct or indirect liability to the Client for any loss or damage, however caused, arising from any loss of data under this clause 8.3.
8.4 Conesso warrants that to the extent that it processes any personal data of the Client under these Terms that it shall:
(a) have in place reasonably appropriate technical and organisational measures against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access; and
(b) it shall only process such personal data in accordance with the Client's instructions and only to the extent reasonably necessary to fulfil its obligations under this Agreement.
8.5 The Client and Conesso comply with all applicable data protection and communications legislation (including without limitation, if located in the European Economic Area (EEA), any locally applicable legislation giving effect to EC Directive 95/46/EC and EC Directive 2002/58/EC such as the provisions of Date Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, GDPR and Data Protection Act 2018). In particular, each party shall:
(a) if located or operating in the EEA, ensure that it is appropriately registered;
(b) take appropriate organisational and technical measures against unauthorised or unlawful processing;
(c) obtain where appropriate express, specific and informed consent when obtaining personal data from data subjects;
(d) keep full records of its customers opt-in/opt-out choices regarding unsolicited emails;
(e) if located or operating in the EEA, only transfer personal data outside the EEA with, and only to the extent of, any express and informed written consent of the relevant data subject.
8.6 Conesso shall not use any Client data or Materials except in connection with the provision of Services to the Client as set out in this Agreement or as required by law, regulation or regulatory body or any court of competent jurisdiction. Conesso shall at all times comply with its obligations under Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, GDPR and Data Protection Act 2018.
9. Ownership and Intellectual Property Rights
9.1 The Client acknowledges and Conesso warrants that:
(a) Conesso, and its licensors, own the Intellectual Property Rights in and to the Materials, the Package, the Software and the Services (the “Licensed Rights”); and
(b) as far as Conesso is aware the Software, the Services and Materials do not infringe the rights of any third party.
9.2 Conesso hereby grants to the Client a personal, non-exclusive, revocable and non-transferable licence to Use the Licensed Rights for the duration of the Term strictly in accordance with the level of service agreed in the Package and with the terms of this Agreement. Nothing in this Agreement or any licence or sublicence granted under it shall convey or transfer any ownership or proprietary interest in any Licensed Rights to the Client or any third party. The Client is not granted any rights in relation to the Licensed Rights except for those rights expressly granted in this Agreement
9.3 The Client shall not:
(a) be entitled to use the Licensed Rights for any other purpose than the Use, including, without limitation, that the Client shall have no right to copy, translate, reproduce, adapt, reverse engineer, decompile, disassemble, create derivate works, modify, sell, rent, lease, transfer, assign, sub-licence, make any representations, warranties or guarantees with regard to the Licensed Rights in whole or part except to the extent as cannot be prohibited by law, and the Client acknowledges that the Materials will not be treated as goods within the meaning of the Sale of Goods Act 1979;
(b) modify or create derivative works of the Licensed Rights, the Software, the Services or the Materials;
(c) permit the Software, Materials or Services or any part of it to be combined or merged with or become incorporated in any other program;
(d) encumber the Software, Materials or Services;
(e) remove or alter any copyright or other proprietary notice on the Software, Materials or Services;
(f) distribute, modify, transmit, re-use, re-post or use any of the Licensed Rights for any purpose other than as set out herein nor for public or commercial purposes without Conesso’s prior written permission;
(g) provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection for profit or gain to the Software, Materials or Services without Conesso's or the relevant licensee's prior written permission;
(h) display, publish, copy, print, post or otherwise use the Software, Materials or Services or the Intellectual Property Rights contained therein for the benefit of any other website without Conesso’s or the relevant licensee's prior written permission; or
(i) process or otherwise use the information contained on or within the Software, Materials or Services for any illegal or immoral purpose nor use or process the same unfairly.
9.4 The Client shall only Use the Intellectual Property and/or Materials or any Conesso branding in the form stipulated by Conesso from time to time and shall observe all directions given by Conesso as to colours and size and representations of the Trade Mark and branding and their manner and disposition on the Client's products, packaging, labels, wrappers and any accompanying leaflets, brochures or other materials.
9.5 The Use of the Intellectual Property and/or Materials by the Client shall at all times be in keeping with and seek to maintain its distinctiveness and reputation as determined by Conesso and the Client shall cease any use to the contrary as Conesso may require.
9.6 The Client shall not use any mark or name confusingly similar to the Trade Mark in respect of any of its Services or use the Trade Mark as part of any corporate business or trading name or style.
9.7 Conesso may use the Client's trade marks for publicity purposes only in a form and manner approved by the Client in writing in advance. Conesso may at any time refer to the Client in Conesso marketing and advertising communications.
9.8 As soon as it becomes aware, the Client shall give Conesso in writing full particulars of any use or proposed use by any other person, firm or company of a trade name, trade mark or get up of goods or mode of promotion or advertising which amounts or might amount either to infringement of Conesso rights in relation to the Licensed Rights or to passing off.
9.9 If the Client becomes aware that any other person, firm or company alleges that the any of the Licensed Rights is invalid or that use of the Licensed Rights infringes any rights of another party or that any of the Licensed Rights is otherwise attacked or attackable the Client shall as soon as reasonably possible give Conesso full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof. The Client shall, at the request and expense of Conesso, take all such steps during this Agreement as Conesso or its licensors may reasonably require to assist Conesso or its licensors in maintaining the Licensed Rights, or to take or defend any court or other dispute proceedings concerning the Licensed Rights.
9.10 Conesso shall have the conduct of all proceedings relating to the Intellectual Property and/or Materials and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the Intellectual Property or passing off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property.
9.11 The Client shall not be entitled to bring any action relating to the Intellectual Property in its own name but shall reasonably assist Conesso upon Conesso reasonable request. Conesso agrees to reimburse the Client's reasonable expenses incurred in complying with clauses 9.9, 9.10 and 9.11.