Terms and conditions

Please read these Terms and Conditions carefully.

These Terms and Conditions (Terms) provide important information. Alongside the information provided on our pricing and plans, these Terms describe how Be the Brand Experience Limited (registered number 04177329), a company registered in England and Wales whose registered office is at Unit 5, Culford House, 1-7 Orsman Road, London N1 5RA (bethebrand) makes its SeeDynamic automated proof reading platform, as described at seedynamic.io (SeeDynamic) and its services available to its clients.

These Terms set out each client's rights and responsibilities and they tell clients what to do if there is a problem. These terms also limit bethebrands's liability. By placing an order (Order), as described in clause 1, you are accepting these Terms and the provisions set out in the applicable Order on behalf of the organisation that you are employed or engaged by and whose details are provided in the Order (Client). If you do not agree to these Terms, or are not authorised to accept these Terms on behalf of the Client, you must not place an Order.

bethebrand reserves the right to update, change or replace any part of these Terms (including amending the Charges for any Service) in our sole discretion at any time. We will notify you in writing of any such changes, and such changes will apply automatically to all Orders placed and Contracts entered into or renewed after the provision of such notice. Placing an Order or renewing a Contract will be deemed to indicate your acceptance of the updated Terms or Charges.

1. Order process

1.1 The Client may place an Order online at [insert order page] or by submitting a completed order form to bethebrand.
1.2 Each Order, however submitted, will include, as a minimum, the following information:
(a) the Commencement Date of the Contract
(b) the Contract Period (which will be a period of one (1) month unless otherwise set out in the applicable Order). The initial Contract Period will commence on the Commencement Date of the Contract and the applicable Contract will, on expiry of each Contract Period, automatically renew for a new Contract Period of the same length unless terminated in accordance with these Terms.
(c) the Charges payable by the Client in respect of access to SeeDynamic (as may be increased from time to time in accordance with clause 5.2)
(d) the applicable Subscription Plan, which will govern:
(i) the number of Submissions (each Submission being the submission of a unique document, file or url for processing by SeeDynamic) that the Client may make in each month;
(ii) the number of Admin Users (being the employees of the Client with authorisation to manage the Clients subscription for SeeDynamic)
(iii) the number of Users (the term User shall be used in these Terms to refer both to Admin Users and to other individuals authorised by the Client to use SeeDynamic)
(iv) the number of Rule Types (being a discreet, configurable element of functionality that can be configured to generate insights in the SeeDynamic) available
(v) the level of Support to be provided by bethebrand, further details of which are set out in clause 3 and
(vi) whether or not the Client will have a right to use the SeeDynamic application programming interface (SeeDynamic API) to enable Users to access SeeDynamic via a marketing management system that is not managed by bethebrand.
1.3 An Order will only be accepted when bethebrand provides written acceptance of the Order by email, at which point a contract (Contract) will be created between bethebrand and the Client, the terms of which shall comprise the terms set out in the applicable accepted Order and these Terms. bethebrand reserves the right to accept or reject any Order. If bethebrand is unable to accept an Order, bethebrand will notify the Client as soon as possible.
1.4 bethebrand shall provide SeeDynamic to the Client in accordance with each accepted Order, throughout the applicable Contract Period, on and subject to these Terms, unless or until the relevant Contract is terminated under clause 6.

2. SeeDynamic

2.1 bethebrand will provide or procure the provision of access to SeeDynamic, to the Client in accordance with the Contract. Where the Subscription Plan includes access via the SeeDynamic API, bethebrand will provide the SeeDynamic API to the Client.
2.2 Subject to the payment of the Charges, bethebrand hereby grants to the Client the non-exclusive, non-assignable, non-sub-licensable right to access SeeDynamic (and, if applicable, to use the SeeDynamic API) for the Client's, and the Client's customers', own internal business purposes throughout the Contract Period(s) and in accordance with the Subscription Plan.
2.3 The Client shall and shall procure that each User shall use SeeDynamic (and, if applicable, the SeeDynamic API) only in accordance with the terms of the Contract. The Client shall be responsible for all use of SeeDynamic (and, if applicable, the SeeDynamic API) by Users and shall be liable for breach of the Contract by a User as if it were a breach by the Client.
2.4 The Client shall not, and shall procure that Users shall not, except as expressly permitted in the Contract: (i) modify, translate, create or attempt to create derivative copies of or copy SeeDynamic or the SeeDynamic API in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of SeeDynamic and the SeeDynamic API to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer SeeDynamic or the SeeDynamic API or the Client's right to use the same.
2.5 The Client acknowledges that SeeDynamic is intended to support the drafting of content of the Client (including brochures, high-resolution files, communications templates, advertisements, product information, sales literature and promotional material) which are uploaded to SeeDynamic by or on behalf of the Client (each a Submission). The Client acknowledges and agrees that SeeDynamic should not be relied upon as the sole method or mechanism for proof reading.

3. Support

3.1 bethebrand shall use reasonable endeavours to provide the support that forms part of the applicable Subscription Plan (Support) but does not guarantee that SeeDynamic or the SeeDynamic API will function correctly at all times. 3.2 The Support shall be provided from 9am to 5pm, Monday to Friday (excluding United Kingdom public holidays) and may comprise some or all of the following (as set out in the Subscription Plan):
(a) configuration support, the specifics of which will be agreed in writing between the parties;
(b) providing the Admin User(s) with advice by telephone and email on the use of SeeDynamic and/or the SeeDynamic API;
(c) the diagnosis of errors in SeeDynamic and/or the SeeDynamic API (Errors) and instructions as to the rectification of such Errors by email or by remote access;
(d) providing the support described in sub-clauses (a) to (c) above in person, only where this is expressly provided for in the Subscription Plan; and
(e) the provision of updates and upgrades from time to time at bethebrand's sole discretion;
3.3 The Client shall report all Errors to bethebrand by email as soon as they are detected and shall include sufficient material and information to enable bethebrand to duplicate the problem, including, but not limited to:
(a) a clear and accurate description of the Error;
(b) the area of SeeDynamic or the SeeDynamic API to which it relates;
(c) what function was being performed when the Error occurred and/or the sequence of events leading up to the occurrence of the Error;
(d) the error message displayed, if any; and
(e) all other information relating to SeeDynamic or the Error which bethebrand requires to perform its obligations hereunder.
3.4 The Admin User(s) shall make all requests for Support to support@seedynamic.io or such other email address as advised to the Client.
3.5 bethebrand shall use reasonable endeavours to ensure that access to SeeDynamic is available, however the Client acknowledges and agrees that SeeDynamic may not be accessible to the Client from time to time. Wherever possible all scheduled service interruptions shall take place outside of office hours and 7 days prior written notice of such scheduled service interruptions shall be given to the Client.
3.6 Notwithstanding the foregoing, the Support shall not include the diagnosis or rectification of any Error resulting from:
(a) the improper use, operation or neglect of the bethebrand System by the Client and/or Users, or any other operator error or omission;
(b) the use of the bethebrand System for a purpose for which it was not designed by the Client and/or Users; or
(c) a fault in the Client's, the Client's customers' or any User's equipment or in Client or third party software or applications or any upgrade or new release in respect thereof.
3.7 The Support shall not include rectification of lost or corrupted data or Submissions.

4. Client's Obligations

4.1 The Client shall perform its obligations as set out the these Terms and the accepted Orders, including, without limitation to provide bethebrand promptly with all necessary co-operation, information and data and access to staff and timely decision making which may be reasonably required by bethebrand for the performance of its obligations.
4.2 The Client hereby acknowledges and agrees that it is responsible for the management of its Users, including issuing user names and passwords.
bethebrand shall not be liable for:
(a) any delay or failure by the Client or User to issue or accept such user names and passwords;
(b) verifying whether the data of the Client and the Users, which is processed using SeeDynamic (Client and User Data) is correct and accurate; or
(c) verifying whether the usernames and passwords are sufficiently secure.
4.3 The Client shall procure that only one individual shall use or access SeeDynamic through any one user name and that the Client and Users shall keep their user names and passwords confidential. The Client shall be liable for all access to and use of SeeDynamic using its Users' user names, whether authorised by the Client or any User or not. The Client shall inform bethebrand immediately if it has any reason to believe that the user name and/or password of one or more Users has become known to any other person, or if SeeDynamic is being or is likely to be used in an unauthorised way.
4.4 The Client acknowledges and agrees that it is and the Users are solely responsible for procuring and paying for access to the internet to enable them to use SeeDynamic.
4.5 The Client represents, undertakes and warrants that, and shall procure that each User represents, undertakes and warrants that:
(a) the Client owns all rights in the Submissions and the Client and Users own all rights in the Client and User Data, and the Client has all rights necessary to grant bethebrand the right to carry out its obligations pursuant to the Contract;
(b) the Submissions, Client and User Data and the Client's and Users' use of SeeDynamic does not and will not contravene or breach any applicable law, regulation, code of practice, industry standard or directive including, without limitation, consumer or trade regulation or data protection legislation or regulation; and
(c) the Submissions and Client and User Data do not and will not infringe any Intellectual Property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person.
4.6 Client shall use its reasonable endeavours to ensure that all information contained in the Submissions and the Client and User Data shall be true, accurate and complete. For the avoidance of doubt, Client hereby acknowledges and agrees that:
(a) Client shall be responsible for verifying the Submissions or the Client and User Data prior to its input onto SeeDynamic or other provision to bethebrand; and
(b) bethebrand shall bear no responsibility or liability for checking the Submissions and the Client and User Data prior to or during its use by bethebrand pursuant to the Contract. 4.7 The Client hereby grants bethebrand a non-exclusive, worldwide, royalty-free licence to use, copy, cache, store and display and reproduce the Submissions and Client and User Data (including all Intellectual Property Rights therein) for the purposes of fulfilling its obligations under the Contract.
4.8 In the event that the Client is in breach of this clause 3, bethebrand, without prejudice to any other rights it may have in respect of such breach, may suspend the provision of SeeDynamic without notice and shall not be liable for any such suspension of SeeDynamic.
4.9 bethebrand shall not be liable for any delay or failure to perform its obligations hereunder which arise as a result of a failure by the Client to comply with these Terms, the applicable Contract or any advice given by bethebrand as part of the Support.

5. Charges

5.1 In consideration for the provision of SeeDynamic, the Client shall pay the Charges in accordance with the payment schedule set out in the Order for the selected Subscription Plan.
5.2 bethebrand shall be entitled to increase the Charges in respect of SeeDynamic at any time on the provision of not less than thirty (30) days written notice to the Client. Any such increase will take effect from the start of the next Contract Period.
5.3 All payments made or to be made under the Contract shall be made in full, without any deduction, withholding, set-off or counterclaim on account of any taxes or otherwise.
5.4 bethebrand reserves the right to charge the Client interest on any payment not made by the Due Date. Interest will be calculated on a daily basis, both before and after any judgement, at the rate of 4 per cent per annum above the base rate from time to time of Barclay's Bank plc, for the period from the Due Date until the date on which it is actually paid, compounded quarterly and payable on demand.
5.5 In the event of a bona fide dispute regarding any invoice or other request for payment, the Client shall immediately notify bethebrand in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. The Client shall pay all undisputed amounts on the Due Date.
5.6 All Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which will be added and shall be payable by the Client in accordance with the law applicable from time to time against receipt of an appropriate invoice.

6. Duration and Termination

6.1 Each Contract can only be terminated by either party in accordance with the provisions expressly set out in the Order Form or, if no provisions are set out in the Order Form at the end of the Contract Period in which termination notice is provided, such notice to expire only at the end of a Contract Period.
6.2 At any time during a Contract Period the Client may notify bethebrand of its intention to change to an alternative Subscription Plan. In such event, the Client will notify bethebrand, including notification of the date on which the Client would like the change to take effect. bethebrand will issue a written confirmation (Change Confirmation) if such change is accepted and, if so, the date on which the change will take effect. A new Contract will be created that:
(a) will supersede the Client's existing Contract.
(b) will have a Commencement Date of the date set out in the Change Confirmation;
(c) will have a Contract Period of the same length as the Contract Period under the superseded Contract (commencing on the new Commencement Date)
(d) will be subject to the Charges set out in the Change Confirmation. The Charges paid under the superseded Contract in respect of any period following the new Contract Commencement Date will be use as a credit against the Charges payable under the new Contract.
6.3 Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by giving written notice to the other party if the other party:
(a) fails to pay any amount due under any Contract on the due date for payment and remains in default fifteen (15) days after being notified in writing to make such payment;
(b) commits a material breach of any other term of any Contract and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(c) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
(d) ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
6.4 On termination of a Contract for any reason:
(a) all licences granted under the applicable Contract shall immediately terminate and the Client shall immediately cease all use of the Services provided under the applicable Contract;
(b) bethebrand may destroy or otherwise dispose of any of the Client Data relating to the applicable Contract; and
(c) the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
6.5 On termination of the Contract for any reason the Contract shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination, including but not limited to clause 5 (to the extent of any unpaid obligations), 6.3, 6.4, 7, 8, 10, 12, and 14, and all other provisions necessary for their interpretation.

7. Intellectual Property

7.1 bethebrand has sole and exclusive ownership (or a licence to use) all right, title, and interest in and to SeeDynamic and the SeeDynamic API including all patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world (Intellectual Property Rights). Nothing in the Contract will serve to transfer from bethebrand to the Client any of SeeDynamic or the SeeDynamic API, and all right, title and interest in and to SeeDynamic and the SeeDynamic API will remain exclusively with bethebrand and/or bethebrand's licensors. All rights in and to SeeDynamic and the SeeDynamic API not expressly granted to the Client are reserved by bethebrand and the relevant third party licensors.
7.2 Except for the rights expressly granted in the Contract, nothing in the Contract will serve to transfer from the Client to bethebrand any of the Submissions, and all right, title and interest in and to the Submissions will remain exclusively with the Client.
7.3 The Client grants to bethebrand a non-exclusive, worldwide, non-assignable, royalty-free licence to use the Submissions for the sole purpose of performing its obligations under the Contract.
7.4 Nothing in the Contract shall prevent bethebrand from using any know-how, methods, techniques or procedures owned or developed by bethebrand in the course of providing SeeDynamic or the SeeDynamic API for any purpose.
7.5 All third party Intellectual Property Rights required by the Client to enable them to use SeeDynamic and the SeeDynamic API shall be procured by the Client. bethebrand shall not be liable for any delay or failure of the Client to procure such third party Intellectual Property Rights.

8. Warranties, Exclusions and Limitations of Liability

8.1 bethebrand warrants that SeeDynamic will be provided with reasonable skill and care, however, bethebrand cannot guarantee that SeeDynamic will identify every area of non-compliance in the Submissions and does not warrant or represent that any specific results will be produced by SeeDynamic. bethebrand will not be liable for any failure of SeeDynamic to identify an issue with one or more Submissions.
8.2 Except as expressly set out herein, to the maximum extent permitted by law, bethebrand expressly excludes all representations, warranties, obligations and liabilities in connection with SeeDynamic or the SeeDynamic API, including but not limited to the warranties of merchantability, noninfringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
8.3 Subject to clause 8.6, to the maximum extent permitted by law, bethebrand shall not be liable for any loss, injury, expenses, costs or damage caused in whole or part by, or resulting from:
(a) any failure, delay, interruption or otherwise of the provision of SeeDynamic or the SeeDynamic API; or
(b) the Client's actions taken as a result of the use of or reliance on SeeDynamic or the SeeDynamic API.
8.4 Subject to clause 8.6, the maximum aggregate liability of bethebrand (including its respective agents and sub-contractors) under, arising from or in connection with the Contract, whether arising in contract, tort (including negligence) or otherwise, shall not exceed in aggregate the Charges paid by the Client to bethebrand in the twelve months prior to the date of the claim.
8.5 Subject to clause 8.6, in no event shall bethebrand be liable for:
(a) any loss of profits, loss of data, loss of business or business benefit, or the cost of procurement of substitute products or services by the Client, business interruption, loss of management time, loss of use, loss of contracts, loss of opportunity, loss of goodwill (whether direct or indirect); or
(b) any special, indirect, incidental or consequential losses of any nature whatsoever; whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations hereunder, howsoever caused even if it is advised of the possibility of such loss.
8.6 For the avoidance of doubt, nothing in the Contract shall be deemed to exclude, restrict or limit liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraud or fraudulent misrepresentation.
8.7 Both parties accept that the limitations and exclusions set out in the Contract are reasonable having regard to all the circumstances.
8.8 This clause 8 shall survive the termination of the Contract for whatever cause.

9. Force Majeure

9.1 If bethebrand is prevented or delayed from or in performing any of its obligations under the Contract by anything that is outside bethebrand's reasonable control (Force Majeure), then:
(a) its obligations under the Contract (or, where the Force Majeure only affects some functionality of SeeDynamic, such obligations as relate to that functionality) shall be suspended for so long as the Force Majeure continues and to the extent that bethebrand is so prevented, hindered or delayed;
(b) the parties shall, without prejudice to the other provisions of this clause 9.1 consult with a view to taking such steps as may be appropriate to mitigate the effects of such Force Majeure;
(c) bethebrand shall use all reasonable efforts to mitigate the effects of the Force Majeure upon the performance of its obligations under the Contract.
9.2 If any Force Majeure prevails for a continuous period in excess of two (2) months, either party shall be entitled to terminate the Contract by giving not less than ten (10) working days' notice in writing to the other party.

10. Confidentiality

10.1 Each party (the "Receiving Party") shall use its reasonable endeavours to keep confidential the provisions of the Contract and all information and documentation disclosed by the other party (the "Disclosing Party"), before or after the date of the Contract, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the "Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under the Contract. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
10.2 During the term of the Contract the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to in this clause 10 as the "Recipient") to the extent that it is reasonably necessary for the purposes of the Contract. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under the Contract as if the Recipient was a party to the Contract.
10.3 The obligations contained in clauses 10.1 and 10.2 shall not apply to any Confidential Information which is:
(a) at the date of the Contract already in, or at any time after the date of the Contract comes into, the public domain other than through breach of the Contract by the Receiving Party or any Recipient;
(b) furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or
(c) required to be disclosed by the Receiving Party by law or regulatory requirements of any stock exchange, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
10.4 All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately returned by the Receiving Party to the Disclosing Party or destroyed upon the Disclosing Party's request or the termination of the Contract (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

11. Publicity and Marketing

11.1 The Client agrees that bethebrand may in any of its marketing material refer to the Client as a client of bethebrand (including reproducing the Client's logo for such purpose) and may refer to the type of services that bethebrand has provided to the Client.
11.2 The Client agrees that bethebrand may (subject to prior Client approval) publish and circulate a case study describing SeeDynamic supplied by bethebrand to the Client (for use by bethebrand as a marketing tool).

12. Data Protection

12.1 The Client shall procure that its use of SeeDynamic is compliant with all relevant statutory provisions, including but not limited to e-commerce,data protection, fraud and anti-money laundering regulations.
12.2 The parties do not intend that any personal data will be included in the Submissions. If the Client wishes to process Submissions containing personal data, or the Client intends to otherwise provide personal data to bethebrand (either through the Client's use of SeeDynamic or otherwise)
for bethebrand to process on behalf of the Client, the Client will notify bethebrand in writing, and the parties will enter into a separate Data Processing Agreement.
12.3 The Client hereby indemnifies bethebrand in full and on demand against all losses, liabilities, damages, costs, claims and expenses (including but not limited to legal costs) arising from or incurred by bethebrand as a result of any failure of the Client to comply with this clause 12.

13. The Use of Sub-Contractors and Agents

13.1 bethebrand may engage any person, company or firm as its agent or sub-contractor to perform all or any of its obligations or duties under the Contract.

14. General

14.1 In these Terms and each Contract:
(a) a person means an individual, a firm, a company, an unincorporated body or a government entity (whether or not having a separate legal identity from its members or owners) and any of its successors, permitted transferees or permitted assignees;
(b) clause, schedule and paragraph headings shall not affect the interpretation of these Terms;
(c) references to statutes, regulations or other legislation or enactments referenced herein shall be deemed to be references to that enactment as amended, supplemented, re-enacted or replaced from time to time;
(d) the words include, including and similar words or expressions will not limit the meaning of the words that come before them;
(e) reference to writing or written includes e-mail but not any other form of electronic communication; and
(f) each of the parties shall be referred to as a party or together, the parties.
14.2 The Contract hereto constitutes the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of the Contract.
14.3 Each of the parties acknowledges that in entering into the Contract on the terms set out herein it has not relied on or been induced to enter into the Contract by any representation, warranty, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of the Contract other than those expressly set out in the Contract. 14.4 If any part of any provision of the Contract shall be invalid or unenforceable, then the remainder of such provision and all other provisions of the Contract shall remain valid and enforceable.
14.5 No amendment or variation of the terms of the Contract shall be effective unless it is made or confirmed in a written document signed by both parties.
14.6 No delay in exercising or non-exercise by either party of any of its rights under or in connection with the Contract shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
14.7 Nothing in the Contract or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership, joint venture relationship or agency relationship between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.
14.8 The parties do not intend any term of the Contract to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.9 The Client may not assign any of its rights under the Contract without the prior written consent of bethebrand.
14.10 The Contract shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with the Contract.
14.11 Any notice required or permitted under the terms of the Contract or required by law must be in writing and must be:
(a) delivered in person; or
(b) sent by registered mail return receipt requested; or
(c) sent by overnight air courier; in each case forwarded to the appropriate address set forth herein. Either Party may change its address for notice by written notice to the other Party.
Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting, or one (1) day after: (i) delivery to an overnight air courier service or (ii) the moment of transmission by facsimile with receipt of such facsimile confirmed by telephone by the intended recipient.