Last Updated: 07/02/2019
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply from our website goods, services and/or digital content (Products) to you.
1.2 What these terms do not cover. These terms and conditions do not cover Products that are provided to you ‘offline’. The relevant terms and conditions that apply to an offline purchase can be found here or, if different, such terms provided to you by us at the time of that purchase.
1.3 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.4 You confirm that you are a business customer and not a consumer. We, as a general rule, only sell Products to businesses only. By entering into this contract you warrant that you are a business customer and that you are not a consumer for the purpose of this contract and that you do not have such consumer related rights. If you are a consumer, then please contact us in writing to discuss alternative contractual arrangements before you purchase any Products from us.
1.5 Entire agreement with you. You acknowledge that you have not relied on any words, statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Disguise Systems Limited (company number 09908649) (we and us and Disguise), is a company registered in England and Wales and our registered office is at Unit C&D, 127 Great Suffolk Street, London, United Kingdom, SE1 1PP. Our main trading address is currently at this address. Our VAT number is GB 2827455086. We operate the website in accordance with these terms.
2.2 How to contact us. To contact us telephone our customer service team at +44 20 7234 9841 or email.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will depend on what Products that you have purchased:
(a) If you purchase Products directly from our website, then the acceptance will take place when we email you or otherwise notify you in writing to accept it, at which point a contract will come into existence between you and us;
(b) If you purchase our Products through a third party provider (for example, through a link on our website including but not limited to, Shopify and Eventbrite) then the acceptance will take place in accordance with their confirmation of an order to you, at which point this contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have reason to believe is for onward sale other than through distribution channels approved by Disguise, or because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR PRODUCTS
4.1 Products may vary slightly from the images and descriptions. The images and descriptions of the Products on our website are for illustrative purposes only and may be approximate. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
4.3 Prices. Details of the Disguise Products available for purchase are set out on the Websites. All prices are displayed and charged in US dollars. All applicable sales and other taxes are in addition to the sale price. All online transaction totals reflect the estimated tax amount; the actual tax amount will be calculated based on your shipping location and many vary from the estimated tax. Discounts and sales prices may not be applied to previous orders. We reserve the right to shorten the duration of any special order or sales promotion.
4.4 General. All features, content, specifications, products and prices of Disguise products described or depicted on these Websites are subject to change at any time without notice. Disguise makes no representation or guarantee that products available on the Websites are available for purchase or use in all locations globally.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product, service and/or content you have ordered (to the extent it may be changed) please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, service and/or content, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products/services/content. We may change the product, services and/or content, for example:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat.
6.2 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
7. PROVIDING THE PRODUCTS
7.1 Delivery costs. The costs of delivery of Products to you will be as notified to you in writing from time to time.
7.2 When we will provide the Products. During the order process we will let you know when we will provide the Products to you. If the Products are ongoing services or subscriptions/licences, we will also tell you during the order process when and how you can end the contract.
(a) If the products are goods. If the products are goods we will contact you with an estimated delivery date.
(b) If the products are one-off services. We will begin the services on the date agreed with you during the order process.
(c) If the product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
(d) If the products are ongoing services or a subscription to receive goods or digital content. We will supply these to you until either the services are completed or the subscription/licence expires (if applicable) or you end the contract as described in clause 9 or we end the contract by written notice to you as described in clause 10.
(e) If the products are provided to you on behalf of us by a third party. That third party shall notify you on the timing of delivery.
7.3 We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control (including but not limited to third party providers you assist with any supply of such Products) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 If no person is available to collect when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.5 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.6 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you or a carrier organised by you collect it from us.
7.7 When you own goods. You own a product which is goods once we have received payment in full.
7.8 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this may have been stated in the description of the products on our website or subsequently been communicated by us to you. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.9 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see clause 6).
7.10 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than necessary and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.11 We may also suspend supply of the products if you do not pay. If you do not pay us for the Products when you are supposed to (see clause 14.4), we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. As well as suspending the products we can also charge you interest on your overdue payments (see clause 14.6).
8. PROVIDING TRAINING COURSES
8.1 Notwithstanding any other provisions of this contract, if you book a place to attend any of our training courses from time to time, the provisions of this clause 8 shall apply.
8.2 We have the right to engage a third party booking provider to handle the transaction process of any purchase of any number of places on any of our training courses.
8.3 You have a right to cancel any place on our training courses and be fully refunded (less any reasonable booking or administrative fee) if you notify us with at least 7 days’ notice prior to the training course occurring. Further, if you cancel with at least 7 days’ notice and you subsequently wish to transfer your place onto one of our separate training courses we shall inform you if this is possible and if there are any further costs or refunds due (to the extent applicable) as a result.
8.4 Your place is for the person named on the booking and is not transferrable unless we consent to this in writing. We will endeavour to accommodate any substitute person but if the training course is fully booked with a waiting list then we reserve the right to not consent to the substitute and offer the place to another person on our waiting list.
8.5 We have the right to change the trainer of any training course at any time.
8.6 Whilst we use all reasonable endeavours to provide the training courses there may be some circumstances where we may need to postpone or cancel a particular training course event. In this scenario, we shall refund you the full cost of the purchase price but we shall have no further liability beyond that.
8.7 All training courses are presented in English unless specifically stated otherwise in writing on any booking.
8.8 You shall ensure and be responsible for any person attending the course as per your booking and further you shall ensure that such attendee complies with all reasonable requirements:
(a) in respect of the venue that is hosting the training course;
(b) given by the trainee,
if such attendee is in breach of such requirements then that attendee may be required to leave the training course without any recourse or refund from us or any other party.
8.9 You and any person attending the course in respect of your booking acknowledge that all intellectual property rights contained in the materials provided by us to the attendee during the training course are owned and shall remain the property of us and our partners, and we assert our right to worldwide copyright and all related rights unless specifically agreed otherwise in writing.
8.10 Other than in respect of clause 8.6 and clause 15, we shall have no other liability towards you whether in contract, tort or otherwise in respect of any loss you may suffer as a result of attending any of the courses including any liability caused by any third party external provider of venue and/or services.
8.11 If you or any of the persons attending the course on your behalf have any special requirements (whether as a result of diet, religion and/or physical disability) then it is your responsibility to notify us in writing at the time of booking as to what such requirement(s) are.
9. YOUR RIGHTS TO END THE CONTRACT
9.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract if what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 12;
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
(d) you do not, within a reasonable time, allow us access to your premises to supply the services; or
(e) we believe that you are in breach of any of our terms and conditions or licence agreements.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract (if relevant).
10.3 We may withdraw any Product. We may write to you to let you know that we are going to stop providing the Product. We will let you know in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
11. IF THERE IS A PROBLEM WITH THE PRODUCT
How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at +44 20 7234 9840 or write to us at firstname.lastname@example.org.
12. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS
12.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any products which are goods shall:
(a) conform in all material respects with their description and any relevant specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
12.2 Subject to clause 12.3, if:
(a) you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the warranty set out in clause 12.1;
(b) we are given a reasonable opportunity of examining such product; and
(c) you return such product to us at our cost,
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
12.3 We will not be liable for a product's failure to comply with the warranty in clause 12.1 if:
(a) you make any further use of such product after giving a notice in accordance with clause 12.2(a);
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
(d) you alter or repair the product without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
12.4 Except as provided in this clause 12, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 12.1.
12.5 These terms shall apply to any repaired or replacement products supplied by us under clause 12.2.
13. RETURNS FOR A PRODUCT THAT IS NOT DEFECTIVE
13.1 You may return or exchange a product or service purchased from these websites within 30 days subject to the terms contained in the Return Policy which can be found here. Certain jurisdictions may provide additional statutory rights. Nothing herein is meant to limit your return or cancellation rights under applicable local law.
14. PRICE AND PAYMENT
14.1 Where to find the price for the Product. The price of the product (which excludes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the product you order.
14.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
14.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
14.4 When you must pay and how you must pay. When you must pay depends on what product you are buying:
(a) For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
(b) For digital content, you must pay for the products before you download them.
(c) For services, you must pay for these services before they are delivered.
14.5 No right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
14.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
14.8 Other fees. For all charges for any Products sold on the websites, Disguise or its vendors or agents will bill your credit/debit card or alternative payment method offered by Disguise. You agree to provide valid and updated payment information and you agree to pay all such charges. When you provide credit or debit card information or other information necessary to facilitate payment to us or our vendors, you warrant and represent that you are the authorised user of the credit or debit card or alternative payment method that is used to pay for the Products. In the event legal action is necessary to collect on balances due, you agree to reimburse Disguise and its vendors or agents for all expenses incurred to recover sums due, including legal fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all internet access services and telecommunications services needed for use of the websites.
14.9 Promotional codes. From time to time, Disguise may issue promotion codes that may be redeemed at the time of check out. These codes are non-transferable and may only be used by the intended recipient; these codes have no cash value and are not redeemable for cash. We reserve the right to cancel any promotion code and reduction redemption when the total value of the promotional code exceeds the price of the item. Multiple promotional codes may not be combined. Disguise is not responsible for any financial loss arising out of our refusal, cancelation, or withdrawal of a promotion or any failure or inability of a customer to use a promotional code for any reason.
15. OUR RESPONSBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
15.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
15.2 Except to the extent expressly stated in clause 12.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
15.3 Subject to clause 15.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Products under such contract.
16. HOW WE MAY USE YOUR INFORMATION
17. OTHER IMPORTANT TERMS
17.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
17.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
17.3 Nobody else has any rights under this contract. Subject to clause 17.4, this contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 17.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
17.4 Our group companies have a right to enforce this contract. All members of our group of companies shall have the benefit of (and the right to enforce) all the provisions of this contract (without having any obligation to perform any of the obligations in this contract).
17.5 Force Majeure. We are not responsible to you or any other person in respect of any damages, delays, losses, failures of performance or anything similar in respect of circumstances that arise from acts or events outside the control of Disguise including but not limited to: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labour unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
17.6 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.7 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
17.8 Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim. Notwithstanding this, we reserve the right to enforce this agreement against you in any court of law where we believe it is reasonably appropriate to do so even if such court is located outside of England and Wales.