Terms and Conditions

Last Updated: 10/02/2025

GENERAL TERMS AND CONDITIONS SALES OF GOODS

APPLICATION

1. These “General Terms and Conditions of Sale” (“GTCS”) apply to all contracts of sale of goods between (i) Disguise Technologies Limited and, where applicable, any of its subsidiaries (together, “Disguise”) and (ii) the customer (“Customer”) other than in respect of goods and/or services purchased on Disguise’s website where such other terms shall apply as Disguise determines from time to time. No deviation from or amendment to the GTCS shall be binding on Disguise unless agreed in writing between Disguise and the Customer. Disguise and the Customer may also be referred to as a “Party” or collectively as the “Parties”. The term “goods” shall mean any goods ordered by the Customer from Disguise pursuant to the provision of the GTCS.

2. Any terms and conditions contained in or delivered with the Customer’s order or other document or any which are implied by trade, custom, practice or course of dealing shall not be binding, and the Customer waives any right, which it otherwise might have to rely on such terms and conditions, and for the avoidance of doubt these terms shall override any industry standard (including incoterms).

QUOTATIONS, ORDERS AND ORDER CONFIRMATIONS

3. Disguise may provide a quotation to a Customer upon request and such quotation may be delivered to the Customer by email (“Quotation”). Quotations are only valid for 30 days from the date of the Quotation unless otherwise specified by Disguise from time to time. A Quotation shall not constitute an offer.

4. The Customer may place any order(s) by email to Disguise in respect of such Quotation in accordance with clause 3 and Disguise shall, if accepted by Disguise in accordance with clause 5, provide the goods to the Customer as per the details (including price) contained in such Quotation (save for manifest error) in accordance with the GTCS.

5. An order shall only be deemed accepted if Disguise’s Customer Management department issues written confirmation of the acceptance of such order(s) to the Customer within 15 business days of the date of receipt of such order(s) (“Order Acknowledgement”). The contract for the sale and purchase of the goods pursuant to the Order Acknowledgement shall only come into existence at the point when such Order Acknowledgement is issued by Disguise to the Customer. An “Order Acknowledgement” may include (but is not limited to) a signed quote, issued by Disguise, an a purchase order, or a statement of work.

6. If the terms and conditions in Disguise’s Order Acknowledgement deviate from the Customer’s order(s) and the Customer wants to reject such deviation(s), the Customer must notify Disguise’s Customer Management department in writing by email to that effect at the earlier of either of the following: (i) within 5 business days of the date of receipt of the Order Acknowledgement, and (ii) prior to the packaging date of the goods, failing which the Customer shall be deemed to have accepted the terms and conditions set out in the Order Acknowledgement.

DELIVERY, TRANSFER OF RISKS

7. The Customer shall state in writing whether the method of delivery is “Collection” or “Delivery to Customer” (as defined below), and the date or dates for delivery (the “Delivery Date(s)”).

8. Where the method of delivery is “Collection”:

a) the Customer or their nominated courier or agent shall collect the goods from the location or locations specified by Disguise or the Customer in writing (“Collection Location”) on the Delivery Date(s), or otherwise within three days of Disguise notifying the Customer that the goods are ready;

b) Delivery is completed on the completion of loading of the goods at the Collection Location, subject to clause 11.

9. Where the method of delivery is “Delivery to Customer”:

a) Disguise shall arrange for a carrier to deliver the goods to the location set out in the Order Acknowledgment or such other location as the parties may agree (the “Delivery Location”) on the Delivery Date(s);

b) The Customer is responsible for the costs of any carrier procured by Disguise;

c) Delivery is completed on the completion of unloading of the goods at the Delivery Location, subject to clause 11.

10. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Disguise shall not be liable for any delay in delivery of the goods that is caused by a Force Majeure Event (as defined in clause 49) or the Customer's failure to provide Disguise with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.

11. If the Customer fails to take or accept delivery on the Delivery Date (“Customer Acceptance Failure”) then delivery is deemed to have occurred on the Delivery Date. The Customer shall be liable for payment, if applicable, for the cost of storage of these goods at Disguise’s warehouse or courier’s warehouse, and for any other reasonable costs or expenses, incurred by Disguise, due to the Customer Acceptance Failure, and Disguise reserves the right to sell the goods to a third party and to claim damages against the Customer for loss of profit and any costs incurred by the Customer Acceptance Failure.

12. Risk and Benefit in the goods passes to the Customer as follows:

(a) where the method of delivery is “Collection”, on completion of delivery.

(b) where the method of delivery is “Delivery to the Customer”, at the point at which the goods are handed to the courier.

(c) for the avoidance of doubt, even in the event that Disguise arranges shipping and/or insurance, Risk and Benefit in the goods shall always pass to the Customer at the point of shipment (i.e. collection by the courier) in both the case of Collection or Delivery to Customer. Without limiting any implied terms derived under statute, “Risk” shall mean any and all definitions given to it under common law (present and/or future), including without limitation: damage; theft; and loss; and “Benefit” shall mean the exclusive right to use the product for all functional and emotional purposes that it was intended.

13. The Customer is responsible for, and must pay:

(i) all costs relating to the goods from the time of deemed delivery in accordance with clause 8 or clause 9, as applicable;

(ii) all duties taxes, levies and other customs charges, as well as the costs of carrying out any customs formalities payable upon import and/or export; and

(iii) the reimbursement of all costs and charges incurred by Disguise in assisting the Customer to obtain any export licence or other official authorisation for the export of the goods.

14. If the goods are transported from Disguise’s warehouse by any carrier (whether organised by Disguise or the Customer), the Customer must, when the goods arrive at the destination, in order to get the goods released by the carrier sign the accompanying delivery note. If any goods are visibly damaged, the Customer must give details thereof on the delivery note and must file a claim with the carrier and with Disguise in writing via email to Disguise’s Customer Management department within 24 hours, failing which the Customer shall be deemed to have waived any rights which the Customer might have in respect of the damaged goods.

15. The Customer must thoroughly examine all goods immediately upon receipt for the purpose of ascertaining whether the goods are defective or inconsistent with the data in the Order Acknowledgement (the “Examination”). The Customer shall be deemed to have accepted the goods in respect of inconsistency with the specification in the Order Acknowledgement, which the Customer discovered or ought to have discovered during the Examination, if the Customer has not notified Disguise’s Customer Management department to the contrary in writing via email within 5 business days after delivery.

DELIVERY DELAY

16. Should Disguise not be able to deliver by the Delivery Date, Disguise shall as soon as possible notify the Customer to that effect and at the same time state when delivery is expected to take place. If delivery is expected to take place more than, or has not taken place within, 14 business days after the Delivery Date, and the delay is caused by circumstances for which Disguise is responsible, the Customer shall be entitled to reject the goods by notifying Disguise’s Customer Management department to that effect in writing via email within 3 business days after receipt of Disguise’s notification or the expiration of the 14 business days, whichever comes first, failing which notification by the Customer, the Customer shall be deemed to have waived the right to reject the goods. Except as stated in this clause 16, the Customer is not entitled to raise any other claims in the event of delayed delivery, whether claims for damages based on contract/negligent acts/omissions or otherwise. Any liability for delay or failure to deliver to the Customer shall not exceed the cost of the goods to Disguise.

WARRANTY, PRODUCT LIABILITY

17. Subject to clauses 18-26, Disguise warrants the following:

a) All finished hardware goods manufactured by Disguise will be free from defects in materials and workmanship under normal use of the goods in the industry for a period of 24 months from the Delivery Date, whilst accessories, spare parts, and ‘b stock’ goods will be free from defects in materials and workmanship under normal use of the spare parts in the industry for a period of 12 months from the Delivery Date. Disguise warrants to be able to deliver spare parts only during the warranty terms of the finished goods stated in this clause 17. Any third party goods that are sold to Customer as a Disguise Studio Pro bundle and/or otherwise packaged with and/or sold alongside Disguise finished hardware goods are strictly not covered by the warranty provisions of this clause.

b) All certified pre-owned goods will be free from defects in materials and workmanship under normal use of the goods in the industry for a period of 90 days from the Delivery Date. c) Any software supplied by Disguise in connection with the goods or as a standalone product(the “Software”) is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. The Customer agrees that outputs from the Software will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought. See Disguise’s Terms and Conditions for Software for further applicable terms and conditions, which can be found here - https://www.disguise.one/en/terms-and-conditions/software.

18. a) All finished hardware goods classed as “media servers” will be fitted with a tamper proof label. The removal of this label without express permission from the Disguise Technical Support and Service department will render the warranty null and void.

b) Any warranty claim by Customer based on any defect in finished goods or spare parts, which defect the Customer discovered or ought to have discovered during the Examination, shall be notified in writing via email to Disguise within 5 business days after the delivery time as stated in the Order Acknowledgement or, where the defect could not reasonably have been discovered during the Examination within 7 business days after manifestation of the defect, failing which the Customer shall be deemed to have accepted the finished goods or spare parts as non-defective. Warranty claims notified by the Customer to Disguise after the expiration of the warranty terms stated in in the GTCS are not accepted.

19. Where any valid warranty claim is notified to Disguise in accordance with the terms of clause 18 and approved by Disguise in writing (which approval shall not be unreasonably withheld), Disguise shall be entitled to fulfill its warranty obligations as follows: (i) If the Customer can be reasonably expected to be able to repair the defect, if necessary with support from Disguise’s Technical Support and Service department, Disguise may fulfill its warranty obligations by sending the necessary replacement parts to Customer free of charge along with a replacement tamperproof label; (ii) If the Customer cannot reasonably be expected to be able to repair the defect, Disguise shall repair or replace and add a new tamperproof label to the defective finished goods or spare parts, subject to the Customer (a) assigning to Disguise all property rights to such redundant finished goods or spare parts and (b) complying, if applicable, with any reasonable request by Disguise for the Customer to return the goods and/or parts in question to Disguise. Any replacement goods or spare parts will be a) equivalent or substantially similar to the finished goods or spare parts and b) new, equivalent to new or re-conditioned; or (iii) If none of the foregoing remedies are commercially viable in Disguise’s sole judgment, Disguise may opt instead to refund to Customer the net purchase price paid by Customer for the defective finished goods or spare parts less reasonable depreciation of the value due to use or age, subject to the Customer assigning to Disguise all property rights to such finished goods or spare parts. The Customer shall have no right to use, modify or sell any redundant finished goods or spare parts that have been replaced (“Redundant Item”). The Customer shall communicate with Disguise’s Customer Management to seek direction as to how to deal with any such Redundant Item within 10 business days of the Redundant Item being replaced. The Customer shall at the direction of Disguise either (i) return to Disguise any Redundant Item; or (ii) or destroy the same. The Customer shall not return such Redundant Item to Disguise, unless Disguise has authorised the return in writing. The Customer shall assume responsibility (including all costs and expenses) for shipment, freight and adequate freight insurance back to a Disguise certified service centre. Disguise shall only assume responsibility for shipment and expense for freight and freight insurance back to the customers registered address in country of origin of the warranty claim, unless the warranty claim is not valid in Disguise’s reasonable judgment and Customer shall assume all responsibility and expense for dismantling, removal, re-installation and duties in connection with the foregoing. Repair or replacement under the warranties contained herein does not interrupt or extend the warranty terms stated in clause 17.

20. The warranties contained herein shall not extend to any finished goods or spare parts from which any serial number has been removed or which have been damaged or rendered defective (a) as a result of normal wear and tear, willful or accidental damage, negligence, misuse or abuse; (b) due to water or moisture, lightning, windstorm, abnormal voltage, harmonic distortion, dust, dirt, corrosion or other external causes; (c) by operation outside the specifications contained in the user documentation; (d) by the use of spare parts not manufactured or sold by Disguise or by the connection or integration of other equipment or software not approved by Disguise unless the Customer provides acceptable proof to Disguise that the defect or damage was not caused by the above; (e) by modification, repair or service by anyone other than Disguise, who has not applied for and been approved by Disguise to do such modification, repair or service unless the Customer provides acceptable proof to Disguise that the defect or damage was not caused by the above; (f) due to procedures, deviating from procedures specified by Disguise; or (g) due to failure to store, move, transport, install, test, commission, maintain, operate or use finished goods or spare parts in accordance with Disguise’s instructions and training, in a safe and reasonable manner or in a manner that does not provide at least the degree of protection afforded by Disguise branded storage, transportation and installation equipment, including but not limited to transportation cases and folding transportable rigs, in terms of shock absorption and protection from vibration for the product and all its components, impact protection, ingress protection, protection from unfavorable environmental conditions, thermal insulation and strength. All approvals and certifications related to goods are related to a single product and not a group of products used together.

21. None of the warranties contained herein shall apply to finished goods or spare parts which are sold “as is”, as “second-hand”, as “used”, as “demo” or under similar qualifications or to Consumables as defined in clause 22.

22. “Consumables” is defined as any part(s) of goods or part(s) for use with goods, which part(s) of goods or part(s) for use with goods are consumed during the operation of the goods and which part(s) of goods or part(s) for use with goods require replacement from time to time by a user such as, but not limited to, light bulbs and smoke fluid. Disguise will provide information on Consumables when requested to do so by Customer.

23. None of the warranties contained herein shall apply, unless the total purchase price for the defective finished goods or spare parts has been paid by the Customer to Disguise by the due date for payment in accordance with the GTCS.

24. The Customer shall have no other remedies in connection with defective finished goods or spare parts than the rights granted pursuant to clauses 17-23. Except as set forth in the express warranties contained herein, Disguise makes no conditions, warranties, representations, express or implied, in fact or in law, including, but not limited to, any warranties of satisfactory quality, merchantability or fitness for a particular purpose or any warranties arising out of usage or trade, all of which are expressly excluded to the fullest extent permissible by applicable law.

25. The warranties contained herein apply only to the original purchaser and are not assignable or transferable to any subsequent purchaser or end-user.

26. To the extent lawful, Disguise shall only be liable for damage to property and for personal injuries caused as a consequence of defects in the finished goods or spare parts delivered to the extent that it is documented that such defect arose due to Disguise’s negligence that could not have been prevented by the Examination or other examination by the Customer (“Product Liability”).

GLOBAL SUPPORT PACKAGES

27. Any support and maintenance to be provided by Disguise in respect of the Goods shall be as agreed to by the Customer on its order Quotation and excludes third party products, which shall be subject to manufacturer warranties.

RETURN OF GOODS, CANCELLATION OF ORDERS

28. Goods may not be returned to Disguise, unless Disguise has authorised the return in writing. Where Disguise has authorised the return of goods, the Customer shall follow the guidelines for returns issued by Disguise from time to time.

29. Any order(s) placed by the Customer which has been accepted by Disguise by the issue of an Order Acknowledgement are binding on the Customer and cannot be cancelled by the Customer unless to the extent that Disguise agrees in writing. Disguise therefore retains the right to charge the Customer in full in respect of any Order Acknowledgement.

PRICE

30. Unless otherwise stated in Disguise’s Order Acknowledgement, all purchase prices exclude any sales, use, excise, value added or other taxes or duties imposed by any governmental or municipal authority. The rate of any taxes or duties will be that applying at the time of invoicing.

PAYMENT, PAYMENT DELAY

31. The purchase price as specified in Disguise’s Order Acknowledgement is payable according to the payment terms specified in the Order Acknowledgement. In the absence of payment terms in the Order Acknowledgement, delivery will, at Disguise´s sole discretion, only take place against prepayment of the purchase price.

32. Disguise does not commit itself to send statements of account, In the event that Disguise does not within 30 calendar days of the date of a statement of account receive an objection in writing against its balance, the statement of account shall be deemed to be conclusive evidence of the Customer’s acceptance of the statement of account.

33. In the event that the Customer should remain in arrears with payments to Disguise for any reason for 10 business days or more, Disguise shall be entitled to: a) Terminate the Order Acknowledgement and/or any other contracts of sale and demand immediate return of all unpaid goods, delivered to the Customer, at the Customer’s expense; b) Suspend delivery of the Order Acknowledgement and/or any other contracts of sale for future delivery; c) Keep any Customer property in Disguise’s possession as a lien against such non-payment; d) Claim interest at the rate of 2% per month or any part thereof, as from the due date and until payment is made; e) Sell the goods to a third party and claim from the Customer damages for any loss suffered; and f) Suspend the Customer’s access to or use of any Software provided with the goods for which there has been no payment, which will result in the relevant goods ceasing to operate correctly or at all. At the reasonable request of the Customer, Disguise shall in writing inform the Customer of its decision to assert any of the above rights, but shall not be required to give any notice.

34. Disguise may use all monies received from the Customer towards payment of any part of any debt owing by the Customer at Disguise’s sole discretion irrespective of any instructions to the contrary by the Customer.

RETENTION OF TITLE

35. Notwithstanding delivery and the passing of risk in the goods, the property rights in the said goods shall pass to the Customer on the later of: (i) completion of delivery in accordance with clause 8 or 9; and (ii) receipt by Disguise in cash or cleared funds payment in full of the purchase price of the said goods and all other goods agreed to be sold by Disguise to the Customer for which payment is then due.

36. Until such time as the property rights in the said goods passes to the Customer, the Customer shall hold the said goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Disguise’s property, but the Customer may sell or use the goods in the ordinary course of its business.

37. Until such time as the property rights in the said goods passes to the Customer (and provided the said goods are still in existence and have not been resold) Disguise may at any time require the Customer to deliver up the said goods to Disguise and if the Customer fails to do so forthwith enter on any premises of the Customer or any third party where the said goods are stored and repossess the said goods.

38. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the said goods, which remain the property of Disguise, but if the Customer does so, all monies owing by the Customer to Disguise shall (without limiting any other rights or remedy of Disguise) forthwith become due and payable.

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS

39. To the best of Disguise’s knowledge, goods delivered by Disguise to the Customer do not infringe any third party intellectual property rights. However, Disguise does not make any warranty to that effect. Moreover, Disguise shall have no liability for any claim of infringement, which is based on marketing, distribution or use of the goods other than as authorised by Disguise and in a manner for which they were designed. In the event that goods or any part(s) thereof are held by a court of competent jurisdiction, not subject to appeal, to infringe a third party’s intellectual property right, Disguise shall in its sole discretion (a) procure for the Customer and the Customers‘ customers the right to continue to use the goods; (b) replace the goods with non-infringing goods, subject to the Customer assigning all property rights to such goods to Disguise; (c) modify the goods, or, where modification does not require any special knowledge, provide the Customer with parts enabling it to modify the goods at its own expense, to avoid infringement; or (d) recall the goods. If Disguise decides to recall the goods then Disguise shall, if the goods were delivered to the Customer within the immediately preceding two year period, refund the purchase price for the goods to the Customer less a reasonable depreciation due to age, use, and condition, subject to the Customer assigning all property rights to such goods to Disguise. If the goods were delivered to the Customer before the immediately preceding two-year period, Disguise shall not be obligated to make any refund.

40. The provisions in clause 39 constitute Disguise’s maximum liability in respect of clause 39 herein, and the Customer shall limit its liability towards its customers accordingly.

LIMITATION OF LIABILITY

41. Nothing in the GTCS shall limit or exclude liability of Disguise for (i) death or personal injury as a result of Disguise’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) anything else that may not be limited or excluded by law.

42. Subject to clause 41, in no event shall Disguise be liable in tort, contract or otherwise (including negligence) to compensate the Customer for any:

(i) business interruption; (ii) loss of profits;

(iii) loss of (anticipated) profits; (iv) loss of revenue; (v) loss of business;

(vi) loss of contracts; (vii) loss of savings;

(viii) loss of (anticipated) savings; (ix) costs of procurement of substitute goods; (x) costs of procurement of substitute services; (xi) special loss; (xii) indirect loss; (xiii) consequential loss; or

(xiv) punitive damages.

43. Subject to clause 41, in no event shall Disguise be liable to compensate the Customer for any contractual liability of the Customer to any third parties.

44. Subject to clause 43, Disguise’s total liability to the Customer in respect of all other losses arising under or in connection with the GTCS, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amounts received by Disguise from the Customer pursuant to the Order Acknowledgement giving rise to the liability.

45. Disguise’s total liability specifically in respect of Product Liability only shall in no circumstances exceed £5 million in total.

46. The Customer agrees that, subject to clause 41, Disguise shall have no liability to any third party who uses the goods (or any part thereof or any service related to such goods) pursuant to any Order Acknowledgement. If Disguise suffers a loss or any liability towards such third party, except where such loss or liability is caused by the willful default or negligence of Disguise, then the Customer shall indemnify Disguise against all such related liabilities, costs, expenses, damages and losses suffered or incurred by Disguise accordingly (including but not limited to all costs and expenses incurred by Disguise defending any such claim against such third party).

GENERAL

47. The GTCS and all contracts of sale of goods, including but not limited to, any and all Order Acknowledgements, between Disguise and the Customer shall be exclusively governed by and construed in accordance with the laws of England and Wales without application of that country’s conflict of law principles (no renvoi). The Parties submit to the exclusive jurisdiction of English courts except that Disguise - at its sole discretion - shall be entitled alternatively to institute legal proceedings against the Customer at courts having jurisdiction over the Customer’s domicile. If a third party files a claim against one of the Parties for damages on product liability or intellectual property rights infringements, this Party shall immediately inform the other Party thereof. The Parties are mutually obliged to let themselves be summoned to appear before a court of justice/arbitration that hears such claim for damages. The mutual relationship between Disguise and the Customer shall however be resolved in accordance with the provisions of this clause and the remaining relevant provisions of the GTCS.

48. The invalidity, unenforceability or illegality of any term, condition or stipulation in the GTCS shall not affect the validity, enforceability or legality of the remaining terms, conditions and stipulations of the GTCS.

49. Except as provided herein, any required or permitted notices hereunder must be given in writing at the registered address of each Party, or to such other address as either Party may notify to the other Party by written notice in the manner contemplated herein, by one of the following methods: hand delivery, registered mail, or facsimile.

50. Non-performance of either Party shall be excused to the extent that performance is rendered impossible by: acts of God; severe weather; flood; drought; earthquake; or other natural disaster; epidemic; pandemic; terrorist attack; civil war; civil commotion; riots; war; threat of war; preparation for war; armed conflict; imposition of sanctions; embargo; breaking off of diplomatic relations; nuclear; chemical contamination; biological contamination; sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings; fire; explosion; accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers, carriers or subcontractors; inability to source materials required for the goods; interruption or failure of utility service, for any reason or any other reasons beyond the reasonable control of the non-performing party (“Force Majeure Event”). The non-performing party must notify the other party of the Force Majeure Event and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligation.

51. The Customer undertakes to Disguise not at any time to disclose to any person any confidential information in respect of Disguise (including but not limited to know-how, trade secrets, and any other commercially sensitive information concerning Disguise) unless (i) required by the law; or (ii) disclosed to the Customer’s employees or consultants subject to the extent that the recipient needs to know such confidential information and that the Customer takes all reasonable steps to make sure that such recipient complies with this confidentiality obligation as though they were a party to the GTCS.

52. Disguise may publicise, advertise and market any work completed under these GTCS on its website(s), social media site(s), blog(s), in pitches to third parties, in connection with any appropriate industry awards, or in any other manner, as Disguise may in its sole discretion decide, without the prior written consent of the Customer.

WEEE

53. The Customer shall:

a) be responsible for financing the collection, treatment, recovery and environmentally sound disposal of (i) all waste electrical and electronic equipment (“WEEE”) as defined in the Waste Electrical and Electronic Regulations 2013 (“WEEE Regulations”) arising or deriving from the goods supplied pursuant to the GTCS; and (ii) all WEEE arising or deriving from products placed

on the market prior to 13 August 2005 where such products are to be replaced by the goods supplied pursuant to the GTCS and the goods are of an equivalent type or are fulfilling the same function as that of such products;

b) comply with all additional obligations placed upon the Customer by the WEEE Regulations by virtue of the Customer accepting the responsibility set out in Clause 53 a); and

c) provide Disguise’s WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require to enable such operator to satisfy the obligations assumed by it as a result of the Disguise’s membership of the operator’s compliance scheme.

54. The Customer shall be responsible for all costs and expenses arising from and relating to its obligations in clause 53.

55. Further information in respect of the arrangements set out in clause 53 can be found at www.electrolink.eu.com by clicking on ‘BUSINESS WEEE COLLECTIONS’, then clicking ‘continue’ under final users, and then entering WEEE registration number WEE/MM4445AA where prompted.

SANCTIONS POLICY

56. The Customer shall not engage in any transactions or activities with any person, entity, or jurisdiction that is subject to sanctions or restrictions imposed by the United Nations, the European Union, the United States, or any other applicable government, and will conduct due diligence to ensure compliance with all applicable sanctions laws and regulations.

57. To this extent, the Customer shall not sell, export or re-export, directly or indirectly, to any person, entity, or jurisdiction that is subject to sanctions or restrictions imposed by the United Nations, the European Union, the United States, or any other applicable government, including but not limited to, the Russian Federation, or for use in the Russian Federation, the Goods supplied under or in connection with any Quotation; and in respect of the Russian Federation, Goods that fall under the scope of Article 12g of council Regulation (EU) No 833/2014; or any equivalent sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America, in respect of prohibitions against Russia.

58. The Customer shall undertake its best efforts to ensure that the purpose of clauses 56 and 57 above, are not frustrated by any third parties further down the commercial chain, including possible resellers.

59. The Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of clauses 56 and 57 above.

60. Any violations of clauses 56-59 above, shall constitute a material breach of an essential element of these Terms and any Quotation; and Disguise shall be entitled to seek appropriate remedies, including but not limited to (i) Immediate termination of any Quotation; (ii) An indemnity from the Customer, pursuant to which the Customer defends, indemnifies and holds Disguise, its affiliates, parent companies and its respective directors, officers, employees and agents (“Indemnities”) harmless from any and all damage, cost, expense, claim, demand, liability and sanction enforcement penalty that may be imposed on the Indemnities, as a result of a material breach by the Customer, of clauses 56-59 of this Agreement.

61. The Customer shall immediately inform Disguise about any problem in applying clauses 56-59 above, including any relevant activities by third parties that could frustrate the purpose of clauses 56 and 57. The Customer shall make available to Disguise information concerning compliance with the obligations under clauses 56-59 within two weeks of the request for such information, by Disguise.

Last Updated: 10/10/2022

GENERAL TERMS AND CONDITIONS OF SALE OF SERVICE

Please Note: These General Terms and Conditions of Services apply to all services, including creative services, to be provided by Disguise Technologies Limited, whether via Disguise Labs, Polygon Labs, Meptik and/or any Disguise affiliate companies.

1. INTERPRETATION

1.1 In these Terms, the following terms shall have the following meanings:

“Agreement” means the Quote, these Terms and any Contract for Services.

“Confidential Information” means such information as Disguise may from time to time provide to the Customer (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to this Agreement and the Works, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by Disguise to the Customer whether in existence prior to the parties entering into this Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever.

“Contract for Services” means any subsequent contract for the provision of Services entered into between Disguise and the Customer pursuant to these Terms.

“Customer” means the person, firm, company or other entity who has instructed Disguise to carry out the Services (as defined below) as set out in this Agreement.

“Customer Materials” means any goods, products and materials in whatever form (including all Intellectual Property Rights in the same) provided or made available by the Customer to Disguise for use in connection with this Agreement, and including any master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media.

“Intellectual Property Rights” means copyright (including rights in computer software), database rights, design rights, moral rights, patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, and topography rights, know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.

“Disguise Intellectual Property” means all rights, including Intellectual Property Rights, in and to (i) Disguise’s proprietary underlying mechanical or electronic devices, software (in source code and object code), libraries, engines, subroutines, data, files, development tools and utilities (in source code and object code form), processes, know how, research and development, technologies and generic or stock elements not provided by Customer, including any underlying models, rigging, and animation data and all Intellectual Property Rights in the foregoing, which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement; (ii) any other materials, in whatever form (including documents, information, data and software), which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement; and (iii) any subsequent modification thereto or enhancement thereof.

“Quote” means a quote presented by Disguise in respect of Services to be provided to the Customer.

“Services” means the services, including creative services, to be provided by Disguise (whether via Disguise Labs, Polygon, Meptik and/or any of Disguise’s affiliates) for the Customer pursuant to this Agreement, and includes the Works (as defined below) arising out of the Services.

“Terms” means these terms and conditions of business.

“Disguise” means Disguise Technologies Limited of 88-89 Blackfriars Road, London, SE1 8HA, , plus any of its subsidiary companies and/or affiliates, including Meptik, LLC.

“Value Added Tax” means value added tax as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental thereto, and in any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same.

“Works” means the products and materials created, developed and produced by Disguise for the Customer pursuant to this Agreement.

1.2 Headings used in these Terms are purely for ease of reference and do not form any part of or affect the interpretation of these Terms.

1.3 The words “include” and “including” shall not be construed restrictively.

1.4 Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2. FORMATION OF CONTRACT

2.1 The Services will be carried out in accordance with these Terms, any Quote, and any subsequent Contract for Services to the exclusion of any other terms and conditions the Customer seeks to impose whether orally or in writing, unless agreed otherwise in writing by the parties.

2.2 All representations, conditions or warranties, or other terms concerning the Services which might otherwise be implied or incorporated in this Agreement, whether by statute, common law or otherwise are, to the maximum extent permitted by law, excluded from this Agreement or any variation thereof, unless expressly accepted by Disguise in writing.

2.3 No employee, consultant, freelancer or agent of Disguise has the power to vary these Terms orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.

2.4 Upon requesting Services from Disguise, the Customer shall be deemed to have accepted these Terms and these Terms shall become binding as between the Customer and Disguise, notwithstanding the absence of any formal acknowledgement.

2.5 The Customer and Disguise may enter into a Contract for Services which will constitute a separate binding contract between the parties which shall incorporate (with any necessary changes) these Terms. In the case of any conflict or inconsistency between these Terms and any subsequent Contract for Services, these Terms shall take precedence.

3. PRICES AND TERMS OF PAYMENT

Disguise will invoice the Customer for the prices quoted in respect of Services to be provided at the times set out in the relevant Quote or Contract for Services. Unless otherwise mutually agreed in writing, Disguise’s quoted prices are for services and materials requiring standard procedures based upon the use of Disguise facilities and personnel during normal working hours.

3.2 Disguise shall be entitled to make an adjustment to any quoted prices in the event that additional costs are incurred, or likely to be incurred, by reason of:

3.2.1 the Customer Materials (or any part thereof) being, in the reasonable opinion of Disguise, in any way defective, in an unsuitable format (or a different format to that which Disguise is expecting to receive the same) or of unsuitable quality for normal processing;
3.2.2 any information supplied by the Customer or any third party in connection with this Agreement and the Services being inaccurate or incomplete, or failing to give Disguise a full and accurate indication of the work involved and/or time and resources required;
3.2.3 changes by the Customer or any third party in its requirements for the Services or Works;
3.2.4 exceptional circumstances outside the control of Disguise, including currency fluctuations and changes in third party costs; or
3.2.5 failure to timely provide any final instructions or Customer approvals.

3.3 Subject to clause 3.4 and unless otherwise agreed by Disguise in writing, all invoices rendered by Disguise are payable within 28 days of the date of invoice and any interim invoices are payable within 7 days of the date of invoice.

3.4 Disguise expressly reserves the right, at its sole option, to require payment by instalments during the performance of this Agreement and/or to require payment of all amounts due to Disguise in respect of Works to be provided prior to delivery of such Works.

3.5 The Customer shall pay all amounts owing to Disguise in full and shall not exercise any rights of set off or counterclaim against invoices submitted.

3.6 Payment of all amounts shall only be made in the currency in which they are invoiced and shall not be subject to any deductions or charges whatsoever.

3.7 In the event of default in payment by the Customer under this Agreement, Disguise shall be entitled, without prejudice to any of its other rights or remedies, to suspend any further performance of the Services without notice and to charge interest on any amount outstanding at the rate of 4% above the base rate of Royal Bank of Scotland from time to time (accruing from day to day both before and after judgment), from the due date of payment to the actual date of payment. Customer agrees to pay all reasonable costs and expenses (including attorneys’ fees) incurred by Disguise, in connection with the collection of any monies owed by Customer to Disguise.

3.8 All sums payable under this Agreement are exclusive of (a) any sales, use, Value Added Tax, customs, duties, exhibition and any other duty or taxes, imposed by any foreign, federal, state, provincial, municipal or other governmental authority in respect of any item of Work or the Services to be furnished by Disguise to Customer, which shall (if and to the extent applicable) be payable by the Customer at the rate and in the manner from time to time prescribed by law and (b) any freight and delivery charges and any other services that are not expressly included in the applicable Quote or Contract for Services.

3.9 The Customer shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by the Customer to Disguise pursuant to this Agreement. Should the Customer be required to pay any such withholding or make such deduction on account of tax, the Customer shall pay such additional amount as will ensure that Disguise receives, free and clear of any tax or other deduction or withholding, the full amount which it would have received had no such withholding or deduction been required. The Customer shall indemnify Disguise against all costs, claims, expenses (including reasonable legal expenses) and/or proceedings arising out of or in connection with such payments. The Customer and Disguise shall cooperate in good faith to respond to any query from the applicable tax authorities in connection with withholding tax or other similar taxes and shall each make available to the other any information or documents and all relevant approvals or authorisations which the applicable tax authorities may reasonably require.

3.10 Any Customer requests for revisions, additions or deletions to the Services ordered by Customer or changes in the schedule for the Services (collectively, “Modifications”), shall be negotiated in good faith by the parties, and performed in accordance with the terms of one or more mutually agreed additional or updated estimates, bids, work orders, purchase orders, overages, statements of work, Quotes or Contracts for Services, whether by email or in writing (collectively, “Change Order(s)”), each of which shall set forth the Modifications, the increase or decrease, if any, in the compensation to be paid to Disguise occasioned by such Modifications, any changes to the schedule to complete such Modifications and any other proposed changes or known impacts to any other terms, conditions or assumptions in this Agreement, as mutually agreed in writing by the Customer and Disguise.

4. PERFORMANCE AND DELIVERY

4.1 Unless otherwise agreed in writing between the parties, all times specified in a Quote or Contract for Services for performance of the Services and delivery of the Works are given in good faith but are not guaranteed by Disguise.

4.2 Notwithstanding that Disguise and the Customer may have agreed that time is of the essence in respect of specified Services or Works, the time for performance of the Services or delivery of the Works shall in every case be dependent upon prompt receipt of all necessary information, materials (including Customer Materials), final instructions and/or approvals from the Customer. The Customer acknowledges and agrees that any changes to its requirements and/or the occurrence of any of the circumstances in clause 3.2 or this clause 4.2 may result in delay in performance or delivery, for which Disguise shall not be liable.

4.3 Where the Works are to be delivered electronically, the Customer acknowledges and agrees that:

4.3.1 electronic delivery is not a completely secure medium of communication and that an unauthorised third party may intercept, tamper with or delete the Works to be delivered electronically; and
4.3.2 electronic delivery may involve reliance upon third party providers and data carriers, over which Disguise has no control.

4.4 Disguise shall not be responsible for and shall have no liability to the Customer or any third party for:

4.4.1 any delay in delivery or any non-receipt of any Works delivered electronically;
4.4.2 any loss or damage (including loss of data) that results from any person gaining unauthorised access to any Works delivered electronically;
4.4.3 use or disclosure of any data obtained by any third party as a result of that third party gaining unauthorised access to any Works delivered electronically; and
4.4.4 any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, trojan horses and/or bugs to any equipment and/or software used to effect and/or receive any Works delivered electronically.

5. INTELLECTUAL PROPERTY

5.1 The Customer acknowledges that Disguise (or its third party licensors) owns, and shall retain ownership of, Disguise Intellectual Property, and Disguise shall not at any time be required to deliver, license or grant any rights to the Customer any of Disguise Intellectual Property whatsoever.

5.2 The Customer acknowledges and agrees that if in the course of performing the Services (including any processing or production of materials on behalf of the Customer) Disguise: (a) discovers or devises any techniques or know-how or (b) creates any mechanical or electronic devices, software (in source code and object code), libraries, engines, subroutines, data, files, development tools and utilities (in source code and object code form), or any underlying models, rigging, and animation data to provide the Services, all rights of every kind in and to the foregoing shall belong to and vest in Disguise and shall be deemed to be Disguise Intellectual Property for the purposes of this Agreement.

5.3 Disguise shall retain ownership and possession of, and all rights (including all Disguise Intellectual Property Rights) in and to, any original character design, ideas or concepts presented or created by Disguise in relation to this Agreement, unless otherwise agreed in writing by the parties. Where the Customer requires a licence to use any such original character design, ideas or concepts, for whatever purpose, the terms of such licence shall be agreed by the parties in writing pursuant to a Quote and/or any subsequent Contract for Services.

5.4 Subject to clauses 5.1 to 5.3 above and any other terms agreed pursuant to a Quote or Contract for Services, all title and Intellectual Property Rights in and to the Works (excluding Disguise Intellectual Property), shall pass to the Customer only upon the Customer paying to Disguise all sums due and payable under this Agreement. To the extent required, the parties may agree on terms for the licence of Disguise’s Intellectual Property (or any part of it) incorporated into the Works, to enable the Customer to receive the benefit of the Works.

5.5 The Customer hereby grants to Disguise a perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use the Customer Materials to the extent necessary for Disguise and/or its suppliers to provide the Services and the Works.

5.6 The Customer acknowledges and agrees that Intellectual Property Rights in and to underlying materials processed by Disguise in the performance of the Services and/or embodied in the Works may be owned by third parties and that the use by the Customer of the Works shall be subject always to the Customer obtaining any and all necessary licences and consents from the relevant underlying rights’ owner(s).

6. CONFIDENTIALITY

6.1 Where Confidential Information has been disclosed to the Customer, the Customer acknowledges that such Confidential Information has been disclosed in confidence, may have considerable value and is of significant importance to Disguise.

6.2 The Customer further acknowledges that Disguise makes no representation with respect to the accuracy or completeness of any Confidential Information, except to the extent agreed by Disguise in writing.

6.3 The Customer agrees to keep the Confidential Information, including any Disguise Intellectual Property provided to the Customer pursuant to clause 5, in complete confidence and not to disclose it to any third party. Save as expressly permitted under this Agreement, the Customer shall not use, copy in whole or in part, modify or adapt the Confidential Information in any way without Disguise’s prior written consent, which may be given or withheld in its absolute discretion.

6.4 The Customer may use the Confidential Information only for the purposes contemplated by this Agreement and for no other purpose. The Customer may disclose the Confidential Information to such of its officers, employees and agents to whom disclosure is necessary for the performance of its obligations under this Agreement provided the Customer shall ensure such officers, employees and agents observe the obligations of confidentiality imposed by this clause 6 and the Customer shall be liable for any failure by them to do so.

6.5 The Customer shall not be in breach of this clause 6 if it discloses Confidential Information where such disclosure is required by law, regulation or order of a competent authority provided that Disguise is given, where possible, reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

6.6 The Customer acknowledges that any breach of its confidentiality obligations under this clause 6 would cause Disguise irreparable and unquatifiable damage and that Disguise shall be entitled to apply for and obtain (without prejudice to any other rights or remedies available to Disguise in contract or at law) interlocutory and/or final injunctive or other equitable relief against or in respect of any actual or threatened breach of this clause 6 by the Customer.

6.7 On receipt of a written demand, the Customer shall return to Disguise, or destroy at Disguise’s option, any and all written documents or materials containing Confidential Information, together with all copies thereof, and if Disguise should so require the Customer shall, when returning documents or materials, provide to Disguise a certification or statutory declaration duly executed by an officer of the Customer confirming that, to the best of the declarant’s knowledge, information and belief, the Customer has complied with all of its obligations under this clause 6.

7. CANCELLATION AND VARIATION

7.1 Except where otherwise stated in a Quote or Contract for Services, this Agreement will expire on completion of the Services to be provided pursuant to it.

7.2 This Agreement (and any Services to be provided under it) may only be cancelled with the written consent of Disguise and in accordance with these Terms (and if applicable, the terms of any subsequent Contract for Services). The giving of consent shall not in any way prejudice Disguise’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation of this Agreement.

7.3 Notwithstanding clause 7.2 and without prejudice to any other rights or remedies available to Disguise, the Customer may give Disguise written notice of cancellation of this Agreement (and any Services to be provided thereunder), provided that where such notice is received by Disguise:

7.3.1 less than 24 hours prior to the date for performance or the commencement of performance of the relevant Services (the “Target Date”), Disguise shall be entitled to charge the Customer the full price specified in the Quote or the relevant Contract for Services or, if none is stated, the applicable amount chargeable to the Customer based on Disguise’s rate card current at the Target Date; and
7.3.2 less than five working days but more than 24 hours prior to the applicable Target Date, Disguise shall be entitled to charge the Customer one half of the full price specified in the Quote or the relevant Contract for Services or, if none is stated, one half of the applicable amount that chargeable to the Customer based on Disguise’s rate card current at the Target Date, in each case reflecting the fact that Disguise is unlikely to be able to secure an order for the Services and/or to reallocate the resources allocated to the Customer’s order within the specified timeframes.

7.4 Disguise may cancel this Agreement (and any Services to be provided under it) at any time on written notice to the Customer. Cancellation under this clause shall be without prejudice to any other rights or remedies available to Disguise (including the right of Disguise to recover payment from the Customer for any Services provided).

7.5 Any provisions of this Agreement which by their nature are intended to survive cancellation or expiration (including clause 6 (Confidentiality) and clause 8 (Liability and Indemnity)) shall remain in full force and effect notwithstanding any cancellation or expiration of this Agreement.

8. LIABILITY AND INDEMNITY

8.1 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of law.

8.2 Subject to clause 8.1 and without prejudice to any other provision of these Terms, the Customer agrees that:

8.2.1 this Agreement states the full extent of Disguise’s obligations and liabilities in respect of the Works and performance of the Services;
8.2.2 UNDER NO CIRCUMSTANCES SHALL DISGUISE BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR BUSINESS PROFITS, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR SOFTWARE, WHETHER ON A DIRECT OR INDIRECT BASIS;
8.2.3 Disguise’s entire liability for any direct loss suffered by the Customer under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall, subject to the limitations expressly set forth herein, not exceed the fees paid by the Customer in accordance with this Agreement; and
8.2.4 this clause 8.2 is reasonable and necessary in the circumstances and, having regard to that fact, does not take effect harshly or unreasonably against the Customer.

8.3 The Customer shall indemnify and hold harmless Disguise and its parent companies, affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, “Disguise Indemnitees”) from and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages of any kind (including reasonable legal and other professional fees and expenses) awarded against, or incurred or paid by, any of Disguise Indemnitees as a result of or in connection with:

8.3.1 any defamatory, slanderous or libelous matter or invasion of privacy or any infringement or alleged infringement of a third party’s Intellectual Property Rights or other rights arising out of the supply or use of the Customer Materials in relation to the Works and/or in the course of carrying out the Services;
8.3.2 any damage to property caused by Disguise in the course of carrying out the Services as a result of any act or omission of the Customer (including its officers, employees, consultants, freelancers and agents);
8.3.3 the publication, processing, use, distribution and/or exhibition of the Customer Materials;
8.3.4 Disguise carrying out any of Customer’s written instruction(s) or following the written instructions of Customer (including, but not limited to, any claim that Customer does not have full and lawful authority to place or authorize Disguise to execute an order with Disguise in respect of the Customer Materials); and
8.3.5 any breach by the Customer, including its officers, employees, consultants, freelancers and agents, of any of these Terms or the terms of any Contract for Services.

8.4 Clause 8.3 above shall apply whether the Customer, or its officers, employees, consultants, freelancers or agents, have been negligent or otherwise.

8.5 Any recommendations or suggestions by Disguise relating to the use of the Works are given in good faith but it is for the Customer to satisfy itself of the suitability of the Works for its own particular purpose. Accordingly, unless otherwise expressly agreed in writing, Disguise gives no warranty as to the fitness of the Works for any particular purpose, even though that purpose may be specified in the applicable Quote or Contract for Services, and any implied warranty or condition (statutory or otherwise) to that effect is excluded.

8.6 Each party will only look to the other party and not to any director, officer, employee, consultant, freelancer or agent of the other party for satisfaction of any claim, demand or cause of action for damages, injuries or losses incurred as a result of the other party’s action or inaction.

9. INSURANCE

The Customer shall maintain and keep effective at all times insurance policies with reputable insurers as are sufficient to protect the Customer against any loss or liability which it may incur or suffer arising out of this Agreement, including insurance which covers the Customer for any damage or loss for which Disguise is not liable pursuant to the these Terms, and which protects the Customer against any accidental loss, damage or destruction to any Customer Materials or any other materials of any kind supplied by the Customer to Disguise whilst in the possession or control of Disguise. Disguise may at any time request the Customer to provide copies or certificates of insurance or other evidence to prove compliance with this clause.

10. STORAGE OF CUSTOMER MATERIALS

10.1 Disguise shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Customer Materials (whether such Customer Materials are in the possession of Disguise or otherwise) and it is the Customer’s responsibility to ensure that it has appropriate back-up copies of all Customer Materials.

10.2 In accordance with clause 9 above, the Customer shall insure all Customer Materials to their full value against all risks. Customer hereby waives all rights of subrogation with respect to losses covered by its insurance policies dISor coverage.

10.3 The Customer shall provide details to Disguise for the return of the Customer Materials within two (2) months from the date of confirmation of a Quote or Contract for Services, as applicable. If the Customer does not provide Disguise with details for the return of the Customer Materials, Disguise shall send the Customer Materials to its archive upon completion of the Services and Disguise shall be entitled to charge the Customer reasonable storage charges for doing so. If Customer fails to remove the Customer Materials and Works, Disguise may dispose of the same without liability to Customer or any other person.

10.4 Where Customer Materials are supplied or specific instructions are given by the Customer, Disguise accepts no liability for any reduction in the quality of the Services caused by defects or errors in or the unsuitability of such Customer Materials or by Disguise’s use of the Customer Materials or adherence to any of the Customer’s specific instructions.

11. CUSTOMER INPUT AND ACCESS TO/USE OF DISGUISE’S PREMISES, CONTENT AND EQUIPMENT

11.1 The Customer shall be solely responsible for ensuring that all information, advice and recommendations given to Disguise either directly or indirectly by the Customer or by the Customer’s employees, consultants, freelancers or agents are accurate, correct and suitable. Acceptance of or use by Disguise of such information, advice or recommendations shall in no way limit the Customer’s responsibility hereunder, unless Disguise specifically agrees in writing to accept responsibility.

11.2 The Customer hereby undertakes to Disguise to ensure that all of its personnel (including its employees, consultants, freelancers and agents) who at any time have access to any premises occupied by Disguise or at which any of Disguise’s equipment shall be kept, shall at all times:

11.2.1 observe all rules, policies and regulations in force at the applicable premises, including all health and safety regulations and any rules governing the use of equipment and/or facilities at the applicable premises; and
11.2.2 keep confidential and not divulge or communicate or make any use of any Confidential Information which the applicable person shall become aware of as a result of being present at the applicable premises.

12. PUBLICITY

12.1 Disguise may publicise, advertise and market the Works on its website(s), social media site(s), blog(s), in pitches to third parties, in connection with any appropriate industry awards, or in any other manner, as Disguise may in its sole discretion decide, without the prior written consent of the Customer.

12.2 The Customer hereby grants to Disguise a perpetual and royalty-free licence to use the Works throughout the world for the purposes of clause 12.1 above and in order for Disguise to promote its business by whatever means it sees fit.

13. DATA PROTECTION

13.1 The Customer acknowledges that in the course of its dealings with Disguise, Disguise may acquire personal data which relates to the Customer and/or any of its employees, consultants, freelancers or agents and the Customer hereby consents to Disguise, in accordance with its authorisation and the Act, collecting, storing, processing and transferring to third parties such personal data. The Customer further consents to the sale or transfer by Disguise of such personal data in connection with an assignment or transfer of any of its assets and its disclosure in compliance with any rule of law or order of competent authority.

13.2 The Customer’s consents pursuant to this clause 13 are given by it for itself and on behalf of its employees, consultants, freelancers and agents (if any) and the Customer hereby warrants to Disguise that it has the authority to give such consent on behalf of those persons.

14. BRIBERY

The Customer shall, and shall ensure its officers, employees, consultants, freelancers and agents, comply with all laws relating to anti-bribery and anti-corruption including the UK Bribery Act 2010 (the “Bribery Act”) in all matters relating to this Agreement, and shall not (i) engage in any activity, practice or conduct which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK; or (ii) do or suffer anything to be done which would cause Disguise to contravene the Bribery Act.

15. INSOLVENCY

If the Customer shall become bankrupt, or under the provisions of Section 123 of the Insolvency Act 1986, shall be deemed to be unable to pay its debts or compounds with its creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager or Administrative Receiver is appointed of all or any part of its assets or undertaking, Disguise shall be entitled to cancel this Agreement in whole or in part by notice in writing, without prejudice to any right or remedy accrued or accruing to Disguise.

16. FORCE MAJEURE

In the event of the Services being prevented, delayed, or in any way interfered with by any act of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond Disguise’s control, Disguise may, at its option, suspend performance of or cancel this Agreement, without liability to the Customer for any resulting damage or loss, such suspension or cancellation being without prejudice to Disguise’s right to recover all sums owing to it in respect of Services and Works delivered and costs incurred up to the date of suspension or cancellation.

17. SUB-CONTRACTORS

Disguise shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under this Agreement.

18. GENERAL

18.1 Variation: No variation of this Agreement (including any of the Services or Works to be provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, each of the parties.

18.2 Waiver: A waiver of any right or remedy under this Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy.

18.3 Severance: If. any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the provisions of this Agreement shall not be affected.

18.4 Relationship: No partnership or joint venture is intended or created by this Agreement and neither party shall have authority to act as agent for, to bind, the other party.

18.5 Rights of Third Parties: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

18.6 Assignment: The Customer may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Disguise.

18.7 Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

18.8 Notices: Any notice or other communication required to be given under this Agreement or otherwise in writing may be sent by email or by first class pre-paid post to Disguise Technologies Limited, 88-89 Blackfriars Road, London, SE1 8HA for the attention of the Legal department. Any notice sent by first class post shall be deemed received two working days after the date of posting. Any notice sent by e-mail shall be deemed received on the next business day after the date of delivery.

18.9 Trademarks and Intellectual Property. This Agreement does not grant either party a license to, ownership in or the right to use the other party’s trademarks, trade names, service marks, copyrights, patents or other intellectual property.

19. GOVERNING LAW AND JURISDICTION

This Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Court of England and Wales.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.

Last Updated: 17/08/2022

DISGUISE ONLINE STORE - TERMS AND CONDITIONS OF SALE

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’ or via our ‘Disguise Cloud’ platform.

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 Business and Consumer Customers. In some parts of these terms, you will have different rights under these terms depending on whether you are a “business” customer or “consumer” customer.

You are a consumer if you are an individual and you are buying Products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). In all other cases, you are a business customer.

1.5 Entire agreement with you. If you are a business customer, 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.

1.6 Your legal rights. If you are a consumer customer, these terms do not affect any of your legal rights. Any part of these terms which would otherwise exclude or restrict your rights as a consumer will, to that extent, have no force or effect.

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 Hermes House 88-89 Blackfriars Rd, South Bank, London, United Kingdom, SE1 8HA. Our main trading address is currently at this address. Our VAT number is GB 282745086. 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 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. We may change the Product 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, which will usually be within 30 days after the day on which we accept your order.

(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 13 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. PURCHASES THROUGH OUR E-LEARNING PORTAL

These terms do not apply to purchases of course materials, or bookings for courses, made through our e-learning portal. The terms applying to those transactions can be found here.

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, and when you decide to end the contract. If you are a consumer customer, then you may have additional rights to end the contract with us, including if you change your mind (see clause 13)

9.2 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 info@disguise.one.

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 If you are a business customer: 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 If you are a consumer customer:

(a) we are under a legal duty to supply goods that are in conformity with this contract. Nothing in these terms will limit, exclude or affect your legal rights under the Consumer Rights Act 2015 or otherwise in respect of faulty goods; and

(b) if you wish to exercise your legal rights to reject goods that are faulty or mis-described, you must either return them back to us or (if they are not suitable for you to return to us) allow us to collect them from you. We will pay the costs of return or collection. You must contact our customer services team using the details above to arrange any return before returning any goods.

12.6 These terms shall apply to any repaired or replacement Products supplied by us.

13. RETURNS OR CANCELLATION FOR A PRODUCT THAT IS NOT DEFECTIVE

13.1 If you are a business or consumer customer. You may return or exchange goods purchased from these websites within 30 days. Certain jurisdictions may provide additional statutory rights. Nothing herein is meant to limit your return or cancellation rights under applicable local law.

13.2 If you are a consumer customer. You may have additional legal rights to change your mind within 14 days and receive a refund. These rights may be less favourable than our standard returns policy, which will still apply even if you are a consumer.

These additional rights, under the Consumer Contracts Regulations 2013, are explained in more detail in the following sections. The remaining sections of this clause 13 only apply to consumer customers.

13.3 Exclusions: Your right as a consumer to change your mind does not apply in respect of:

(a) digital Products after you have started to download or stream these;

(b) services, once these have been completed, even if the cancellation period is still running;

(c) sealed audio or sealed video recordings or sealed computer software, once these Products are unsealed after you receive them;

(d) any Products which become mixed inseparably with other items after their delivery;

(e) any Products which are made to your specifications or are clearly personalised.

13.4 The period to change your mind: How long you have to change your mind depends on what you have ordered and how it is delivered.

(a) Services: You have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.

(b) Digital content for download or streaming: You have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. Once we have delivered the digital content to you, you will not have a right to change your mind.

(c) Goods: You have 14 days after the day you (or someone you nominate) receives the goods, unless:

Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.

13.5 How to cancel the contract: You can change your mind and cancel your contract in one of the following ways:

(a) Contacting our customer services team by email or phone using the details above;

(b) By post, by writing to us at our address given above.

(c) By completing the cancellation form at the end of these terms, and returning it to us by post or email.

13.6 Returning Products after ending the contract. If you end the contract for any reason after Products have been dispatched to you or you have received them, you must return them to us. You must return the goods in person to where you bought them or post them back to us at the address given above or (if they are not suitable for posting) allow us to collect them from you. Please call customer services or email using the details above to arrange a return or collection. You must send off the goods within 14 days of telling us you wish to end the contract.

13.7 Cost of Return or collection.

(a) You must pay the costs of return.

(b) If we agree to collect the Products from you, we will charge you the direct cost to us of collection.

13.8 What and how will we refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

13.9 When we may make deduction from refunds.

(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

(c) Where the Product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

13.10 When your refund will be made.

(a) If the Products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us.

(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind

14. PRICE AND PAYMENT

14.1 Where to find the price for the Product. The price of the Product (which excludes VAT and any other sales taxes) 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 or other sales charges 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 or sales tax 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 unmistakable 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, depending on which content we agree to provide you, you must pay for the Products either:

Product before you download them (the purchase order shall set out the duration that you may have access to such Product); or
on a monthly subscription basis in accordance with clause 14.5.

(c) For services, you must pay for these services before they are delivered, unless as part of a monthly subscription service.

14.5 Monthly subscription. If you have selected to purchase digital content on a monthly subscription basis then:

(a) you shall pay the due amount on a monthly basis in accordance with the any agreed terms (Due Amounts) until you or we terminate the subscription and then, subject to clause 14.5 (e)(i), such service shall terminate at the expiry of the calendar month that you have fully paid for (Termination Date);

(b) you shall remain liable for all outstanding Due Amounts up to the Termination Date together with any outstanding interest amounts as per clause 14.5(e)(i) below;

(c) you shall provide at the point of purchase valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details;

(d) you shall authorise us to bill such credit card for the Due Amounts;

(e) you agree that if we have not received payment within 3 days of the due date and without prejudice to any other rights and remedies we may have:

(i) we may, without liability to you, disable your password, account and access to all or part of the services and we shall be under no obligation to provide any or all of the services while any Due Amounts or interest remain outstanding;

(ii) interest shall accrue on a daily basis on such due amounts at an annual rate of 3% over the then current base lending rate of our bankers in the UK from time to time commencing on the due date and continuing until fully repaid;

14.6 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).

14.7 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.

14.8 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.

14.9 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 us. 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 us and our 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.

14.10 Promotional codes. From time to time, we 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. We are 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 RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS CUSTOMER

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. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER CUSTOMER

16.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products; and for defective Products under the Consumer Protection Act 1987.

16.3 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

16.4 We are not liable for business losses. If you are a consumer we only supply the Products for to you for domestic and private use. If you use the Products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 15.

17. HOW WE MAY USE YOUR INFORMATION

17.1 How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.

17.2 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all of data inputted by you or someone on your behalf for the purposing of using any of Disguise’s services and/Products (Customer Data). You will indemnify Disguise for all loss suffered by Disguise (including any of its group companies from time to time) in respect of any breach of legislation/law/regulation and/or third party rights (including but not limited to any intellectual property and confidentiality rights)

17.3 Disguise shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Disguise shall be for Disguise to use reasonable commercial endeavours to restore (insofar as Disguise is able to) the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Disguise.

17.4 Both parties will comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK (UK Data Protection Legislation).

17.5 The parties acknowledge that:

(a) if Disguise processes any personal data on your behalf when performing our obligations under any terms, you are the controller and Disguise is the processor for the purposes of the UK Data Protection Legislation.

(b) the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the services and Disguise’s other obligations to you.

17.6 Without prejudice to the generality of clause 17.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Disguise for the duration and purposes of the services so that Disguise may lawfully use, process and transfer the personal data in accordance with its obligations on your behalf.

17.7 Without prejudice to the generality of clause 17.4, Disguise shall, in relation to any personal data processed in connection with the performance by Disguise of its obligations as a data processor under these terms:

(a) process that personal data only on the documented written instructions of you unless Disguise is required by the laws of any member of the European Union or by the laws of the European Union applicable to Disguise and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Disguise is relying on Applicable Laws as the basis for processing personal data, Disguise shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Disguise from so notifying you;

(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

you or Disguise has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
Disguise complies with its obligations under the UK Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
Disguise complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;

(c) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify you without undue delay on becoming aware of a personal data breach;

(e) at the written direction of you, delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

(f) continue to use sub-processors already engaged by Disguise as at the date of these terms being agreed. Details of such sub-processors are available on request. Disguise may change the identity of any sub-processor from time-to-time;

(g) allow for and contribute to audits, including inspections during normal working hours, by you (or an auditor nominated by you) in relation to the processing of the personal data by the Disguise or its subprocessors, provided Disguise is given reasonable notice of such audits and inspections and the identity of the auditor is agreed by Disguise (such agreement not to be unreasonably withheld or delayed);

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause and immediately inform you if, in the opinion of Disguise, an instruction infringes the UK Data Protection Legislation.

17.8 Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

17.9 Disguise may, at any time on not less than 30 days' notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by updating this webpage).

18. OTHER IMPORTANT TERMS

18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.

18.2 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.

18.3 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.

18.4 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).

18.5 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: epidemic, pandemic (including but not limited to coronavirus/Covid-19 and any consequences related to that), 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.

18.6 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.

18.7 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.

18.8 Which laws apply to this contract and where you may bring legal proceedings.

(a) If you are a consumer, these terms are governed by English law and you can bring legal proceedings in respect of 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) (a Dispute) in the English courts. If you live in Scotland you can bring legal proceedings in respect of a Dispute in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of a Dispute in either the Northern Irish or the English courts.

(b) If you are a business customer, these terms and any Dispute 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.

CANCELLATION FORM

You may contact us to request a cancellation by post, telephone or email, using the contact details on our website or in our terms and conditions. Alternatively, you may request a cancellation by using this form.

Cancellation form

Once you have completed this form, please send it by post to: Hermes House 88-89 Blackfriars Rd, South Bank, London, United Kingdom, SE1 8HA, or by email to training@disguise.one

Last Updated: 29/09/2026

MyDisguise On-Premises Software and Services terms and conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING OUR ON-PREMISES SOFTWARE AND SERVICES

These terms and conditions (Terms) govern your use of our Designer software toolkit (also known as the Designer Production Suite), together with, all of the software products that are made available to you by Disguise Technologies Limited a company registered in England and Wales under company number 07937973. Our registered office is at Hermes House 88-89 Blackfriars Rd, South Bank, London, United Kingdom, SE1 8HA (us, we or our) to you for download and installation from our MyDisguise platform (MyDisguise), Disguise webpages or via software installers as the case may be (On-Premises Software) and various software and services that are hosted and made available to you by us on a subscription basis on the MyDisguise and via our Disguise webpages (Services).

Because we offer both On-Premises Software and Services to our customers, these Terms are conveniently broken down for you into the following sections:

Section A: General Terms and Conditions, which contains the terms that apply generally to both our On-Premises Software and Services.
Section B: On-Premises Software Licence Terms and Conditions, which contain the terms that apply where we grant you a licence to download, install and use our On-Premises Software on your own devices; and
Section C: SaaS Terms and Conditions, which contain the terms that apply where you subscribe to use or otherwise receive access to the Services.

The section or sections of these Terms that apply to you will depend on the products and services you acquire from us. For example, where you only order On-Premises Software from us, the terms and conditions in Sections A and B shall apply. Where you only order Services from us, the terms and conditions in Sections A and C shall apply. Where you order both On-Premises Software and Services from us, the terms and conditions in Sections A, B and C of these Terms shall apply.

1. These Terms may have changed

1.1. Please note that these Terms may have changed since you last reviewed them. Please read these Terms carefully before you use any of our products or services, including the On-Premises Software and/or the Services, as they set out important information about both of our rights and obligations.

1.2. If there is anything that you do not understand or you have any questions about any of our products and services, more generally, please notify us before using MyDisguise or by contacting us at: support@disguise.one.

2. Where to find information about us and our products

You can find out everything you need to know about us and our products in our user guide on our website here: https://help.disguise.one/ or via MyDisguise.

3. Agreement to these Terms

3.1. These Terms constitute a legal agreement between us in relation to the products and services you have acquired from us.

3.2. You agree to be bound by these Terms if you click the acceptance button indicating your acceptance to them when you register for a Disguise account (Account) or when you access our On-Premises Software and/or Services (as the case may be), or when we notify you of any updates to these Terms (unless you inform us that you no longer want to continue using our On-Premises Software and/or Services).

3.3. You must be 18 or over to accept these Terms.

3.4. If you are accessing and using MyDisguise, our On-Premises Software and/or Services on behalf of a company (such as your employer) or another legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In such a case, you and your will refer to that company or other legal entity.

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Section A: General Terms and Conditions

1. Application of these terms and conditions

1.1 The general terms and conditions in this Section A apply to both On-Premises Software and Services that we provide to you together with the supplemental terms and conditions each contained in Sections B and C, as applicable.

1.2 If there is any conflict between the terms in this Section A, the terms in Section B and/or the terms in Section C, the section containing the terms that are applicable to the relevant product or service we provide to you (for example, the On-Premises Software or the Services) will prevail in respect of that relevant product or service over the terms in this Section A.

2. We don't give business customers all the same rights as consumers

2.1 For example, business customers can't cancel their orders, they have different rights where there is a problem with the On-Premises Software and/or the Services, and we don't compensate them in the same way for losses caused by us or the On-Premises Software and/or the Services.

2.2 Where a term of the Agreement applies just to businesses or just to consumers, this is clearly stated.

2.3 You are a business customer if you are buying the On-Premises Software and/or Services wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual. You are a consumer if you are buying the On-Premises Software and/or Services wholly or mainly outside of your trade, business, craft, or profession.

3. If you are a business customer this is our entire agreement with you

If you are a business customer these Terms and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

4. Grant and scope of licence for the On-Premises Software and/or the Services

The rights granted to you in respect of our On-Premises Software are set out in Section B of these Terms and in respect of the Services are set out in Section C of these Terms.

5. Fees

Our fees and payment terms for the On-Premises Software are set out in Section B of these Terms and our fees and payment terms for the Services are set out in Section C of these Terms.

6. We pass on increases in VAT

If the rate of VAT changes between your order date and the date we supply the On-Premises Software and/or the Services to you, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

7. We charge interest on late payments

If we're unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

8. If you are a business customer, you have no set-off rights

If you are a business customer 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).

9. Compliance with Applicable Laws

You must comply with all applicable laws regarding use of the On-Premises Software and the Services, including all applicable technology control or export laws and regulations.

10. Intellectual Property Rights

You acknowledge and agree that all of the intellectual property rights in the On-Premises Software and the Services anywhere in the world belong to us, that the rights in the On-Premises Software and the Services are licensed (not sold) to you, and that you have no rights in, or to, the On-Premises Software and the Services other than the right to use them in accordance with these Terms;

11. Termination of your contract with us for the On-Premises Software and/or Services

11.1 We may end our contract with you for the On-Premises Software and/or Services immediately on notice and claim any compensation due to us if:

11.1.1. you don’t make any payment to us when it’s due;

11.1.2. you don't, within a reasonable time of us asking for it, provide us with information, we need to provide the On-Premises Software and/or the Services to you; or

11.1.3. you breach any of these Terms.

11.2 On termination for any reason:

11.2.1. all rights granted to you under these Terms (including any licence we have granted to you to use the On-Premises Software and/or the Services) shall cease;

11.2.2. you must immediately and permanently delete or remove any of our On-Premises Software that you have downloaded from all of the computer equipment and devices in your possession;

11.2.3. you must immediately remove or otherwise dispose of any data or content that you or any of your authorised users have stored in the On-Premises Software and on any software we make available to you as part of the Services at the time of termination of your Account and subscription to the Services. If you fail to do so, we may remove or otherwise dispose of any such data or content that you have failed to remove or dispose of on termination within 10 days after the date on which your Disguise Account and subscription to the relevant software have been terminated.

11.3 We can end your contract for the On-Premises Software and/or Services as well as your access to MyDisguise on notice. Without affecting any of our rights or remedies in condition 11.3 of this Section A, we may end our contract with you for the On-Premises Software and/or Services and terminate your access to and use of MyDiguise, at our sole discretion on 30 days’ notice.

12. You can end an on-going subscription contract with us for the On-Premises Software and/or the Services

12.1 We tell you when and how you can end an on-going subscription with us for the On-Premises Software and/or the Services during the order process and we confirm this information to you in writing after we've accepted your order for your subscription.

12.2 If you want to end an on-going subscription with us you may do so in MyDisguise by following the instructions available via our user guide here: https://help.disguise.one/cloud/cloud-dashboard/organisation-settings#cancel-a-subscription, or by contacting our Customer Service Team at: support@disguise.one.

12.3 You may cancel your current subscription contract at any time before the next period on which your subscription contract renews (for example, before the next month, quarter or year that it renews as the case may be) but please note that such cancellation will only be effective at the end of the then current subscription period (that month, quarter, year). You will continue to have access to MyDisguise until the end of the current subscription period that you’ve paid for (unless we tell you otherwise), but your subscription contract won’t be renewed after that period. Unless required by law (for example, where you are a consumer cancelling within 14 days of your order) you will not receive a refund of any portion of the subscription fee paid for the then current subscription period at the time of cancellation.

13. Amendments to your subscription plan

13.1 You can amend your subscription plan, directly via MyDisguise and through your Account.

13.2 For the avoidance of doubt, only your key personnel (who you have confirmed to us in writing) may cancel or amend your subscription plan or cancel any of your Authorised Users’ Accounts.

14. You have rights if there is something wrong with your product

14.1 You must contact our Customer Service Team at: support@disguise.one if you think there is something wrong with the On-Premises Software and/or the Services.

14.2 Your rights and remedies if you are a consumer. We honour our legal duty to provide you with products that are as described to you on our website and webpages and that meet all the requirements imposed by law. Your rights are summarised in condition 14.3 of this Section A below.

14.3 Summary of your key legal rights if you are a consumer. The Consumer Rights Act 2015 says digital content, for example the On-Premises Software, must be as described, fit for purpose and of satisfactory quality.

14.3.1. If your digital content is faulty, you're entitled to a repair (through a software patch, update or otherwise) or a replacement.

14.3.2. If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.

14.3.3. If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation.

14.4 Your rights if you are a business. We warrant that on delivery the On-Premises Software and/or the Services will be provided with reasonable care and skill. To the extent permitted by law, we provide no other warranties (whether implied or otherwise) to you in relation to the On-Premises Software and/or the Services, and all such warranties are excluded.

14.5 Your remedies if you are a business. Unless an exception applies (see section: Exceptions to business customers' warranty at condition 14.6 of this Section A) if you give us notice in writing within a reasonable time of discovery that the On-Premises Software and/or the Services do not comply with the business customer warranty we shall, at our option, repair or replace the On-Premises Software and/or the Services (which may include offering you an update or patch, or a refund of the subscription price for the defective part of the On-Premises Software and/or the Services). These Terms shall apply to the repaired or replaced part of the On-Premises Software and/or the Services supplied by us (including any software updates or patches offered to you).

14.6 Exceptions to business customers’ warranty. We will not be liable for the On-premises Software’s and/or the Services failure to comply with the business customer warranty (see section: Your rights if you are a business at condition 14.4 of this Section A) if:

14.6.1. you make any further use the On-Premises Software and/or the Services after telling us it is non-complaint;

14.6.2. the defect arises because you failed to follow our instructions as to the On-Premises Software’s use; or

14.6.3. the defect arises because you failed to observe or breached the use restrictions in condition 8 of Section B of these Terms that apply in the case of On-Premises Software and/or the use restrictions in condition 2.3 of Section C of these Terms that apply in the case of Services.

15. We can make changes to the On-Premises Software and/or the Services

For more information on changes we can make to On-Premises Software see Section B and for more information on changes we can make to the Services see Section C.

16. We can suspend supply (and you have rights if we do)

We can suspend the supply of the On-Premises Software (see condition 11 of Section B of these Terms).

17. We can withdraw our On-Premises Software and/or Services

We can stop providing the On-Premises Software and/or Services to you. We let you know at least 1 month in advance, and we refund any sums you've paid in advance for the products and services which won't be provided.

18. We don't compensate you for all losses caused by us or our On-Premises Software and Services

18.1 YOUR ATTENTION IS DRAWN TO THIS CLAUSE. You acknowledge that the On-Premises Software and Services have not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the On-Premises Software and Services as described on MyDisguise, our website and webpages meet your requirements.

18.2 Our liability to consumers.

18.2.1 If you are a consumer, we only supply the On-Premises Software and Services for your own domestic and private use.

18.2.2 If you use the On-Premises Software and/or Services for any commercial, business or resale purpose, our liability for any losses you suffer in connection with your trade, business, craft or profession is limited, as described in condition 18.3 of this Section A below.

18.2.3 We're not responsible for any losses you suffer caused by us breaching these Terms if the loss is:

unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
caused by a delaying event outside our control. As long as we have taken the steps set out in the section: Events outside our control at condition 20 of this Section A; or
avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.

18.2.4 Our liability for any losses you suffer in connection with your trade, business, craft or profession is limited, as described in condition 18.3 of this Section A below.

18.3 Our liability to businesses.

18.3.1 If you are a business customer:

we only supply the On-Premises Software and the Services to you for internal use by your business, and you agree not to use the On-Premises Software and the Services for any re-sale and/or re-licence purposes;
except in respect of the losses described in the section: Losses we never limit or exclude (condition 18.4 of this Section A):
1. we shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with any contract between us for:
  1. loss of profits, sales, business, or revenue;
  2. business interruption;
  3. loss of anticipated savings;
  4. wasted expenditure;
  5. loss or corruption of data or information; or
  6. any special, indirect or consequential loss
2. our total liability to you for all other loss or damage arising under or in connection with any contract between us for the On-Premises Software (including, loss or damage arising under or in connection from your use of the plugins or Ask AId3n) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of:
  1. the total sums paid by you to us for the On-Premises Software at the time the breach occurred where the software product you downloaded and accessed from MyDisguise, our website or webpages and to which your claim relates requires you to pay us a licence fee to use it; or
  2. the sum of £1000 where the software product you downloaded and accessed from MyDisguise, our website or webpages and to which your claim relates does not require you to pay us a licence fee to use it,
3. our total liability to you for all other loss or damage arising under or in connection with any contract between us for the Services, shall in all circumstances be limited to the greater of:
  1. the total subscription fees paid by you to us, for the particular Services to which the loss or damage relates, in the twelve (12) calendar months immediately preceding the date of the claim; or
  2. the sum of £1000.

and the total liability caps in condition 18.3.2(b) and 18.3.2(c) do not apply to condition 18.4.

18.3.2. Losses we never limit or exclude. Nothing in these terms shall limit or exclude our liability for:

death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
fraud or fraudulent misrepresentation; or
any liability that cannot legally be limited.

18.3.3 These Terms set out the full extent of our obligations and liabilities in respect of the supply of the On-Premises Software. Except as expressly stated in these Terms:

there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the provision of the On-Premises Software by us which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law; and
you assume sole responsibility for results obtained from the use of the On-Premises Software and/or Services, and for conclusions drawn from such use. We have no liability for any damage caused by errors or omissions in any data, information, instructions or scripts provided to us by you in connection with the On-Premises Software and/or Services, or any actions taken by us at your direction.

19. Communications between us

19.1 If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Disguise Technologies Limited at Hermes House 88-89 Blackfriars Rd, South Bank, London, United Kingdom, SE1 8HA. We will confirm receipt of this by contacting you in writing, normally by email.

19.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.

20. Events outside of our control

20.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control defined below in condition 20.2 of this Section A.

20.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

20.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

20.3.1. we will contact you as soon as possible to let you know;

20.3.2. our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

20.3.3. we will do what we can to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

21. How we use your personal data

21.1 We use your personal data as set out in our privacy notice which can be found here: https://www.disguise.one/en/privacy.

21.2 If you are a Business, we shall, at each of our own expense, comply with and assist the each other to comply with, the requirements of all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (and regulations made thereunder), the Data (Use and Access) Act 2025 and any other applicable legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) (Data Protection Legislation).

21.3 If we process any personal data on your behalf when performing our obligations under our contract with you, you are the controller and we are the processor for the purposes of the Data Protection Legislation;

21.4 the data processing table at condition 21.11 of this Section A sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject; and

21.5 the personal data may be transferred or stored outside of the United Kingdom and European Economic Area or the country where you are located in order to carry out our obligations under these Terms.

21.6 Without prejudice to the generality of condition 21.2, you will ensure that you have all of the necessary and appropriate consents and notices in place to enable the lawful transfer of the personal data to us for the duration and purposes of our contract with you so that we may lawfully use, process and transfer the personal data in accordance with our contract with you on your behalf.

21.7 Without prejudice to the generality of condition 21.2 of this Section A we shall, in relation to any personal data processed in connection with the performance by us of our obligations under our contract with you:

21.7.1 not transfer any personal data outside of the United Kingdom and the European Economic Area unless the following conditions are fulfilled:

you or us have provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;
we comply with reasonable instructions notified to it in advance by you to us with respect to the processing of the personal data;
assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify you without undue delay on becoming aware of a personal data breach;
at your written direction, delete or return personal data and copies thereof to you on termination of the contract with you unless we are required by any applicable Data Protection Legislation to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
maintain complete and accurate records and information to demonstrate its compliance with this condition 21.7 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.

21.8 We shall each shall ensure that we have in place appropriate technical and organisational measures, reviewed and approved by each of us, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by each of us).

21.9 You provide your prior, general authorisation for us to:

21.9.1 appoint processors to process the personal data, provided that we:

ensure that the terms on which we appoint any processor comply with the Data Protection Legislation relating to the protection of personal data and the privacy of individuals; and
remain responsible for the acts and omissions of any processor we appoint pursuant to this condition 21.9 as if they were the acts and omissions of us.

21.10 Either of us may, at any time on not less than 30 (thirty) days' notice, revise this condition 21 by replacing it with any applicable controller to processor standard conditions or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

21.11 Data processing table:

Data Processing
Scope:	we will collect and process personal data in the provision of the Works to you.
Nature:	creation, storing, retrieval, amendment, updating archiving collating, analysing and deleting personal data and information.
Purpose:	to provide the products and services under our contract with you.
Duration:	we will process personal data when providing our products and services to you. This will continue for the duration of our contract with you.
Types of personal data:	names, addresses, email addresses, telephone numbers, job titles, other private contact information.
Categories of data subjects:	your employees, your customers and/or individual contacts at your customers, your suppliers and/or individual contacts at your suppliers, your contractors and agents.

22. You have several options for resolving disputes with us

22.1 Our complaints policy. Our Customer Service Team: support@disguise.one will do their best to resolve any problems you have with us, the On-Premises Software and/or the Services as per our complaints policy.

22.2 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider.

22.3 You can go to court. These terms are governed by English law. If you are a Consumer then, wherever you live, you can bring claims against us in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. If you are a Consumer we can claim against you in the courts of the country you live in.

22.4 If you are a Business, you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.

23. Other important terms

23.1 We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

23.2 You may only transfer your rights or your obligations under these Terms if we agree to it. You may only transfer your rights or your obligations under these Terms to another person if we agree to it in writing.

23.3 Nobody else has any rights under our contract with you. Nobody else has any rights under our agreement with you. Our agreement is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

23.4 If a court invalidates any of these Terms, the rest of them will still apply. Each of the conditions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining conditions will remain in full force and effect.

23.5 Even if we delay in enforcing these Terms, we can still enforce them 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 breaching these Terms, 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.

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Section B: On-Premises Software Terms and Conditions

1. Application of these terms and conditions

1.1 These supplemental terms and conditions apply specifically to the provision of the On-Premises Software by us to you, in addition to the terms and conditions set out in Section A.

2. Operating system requirements

2.1 EACH SOFTWARE PRODUCT REQUIRES A COMPUTER WITH A MINIMUM OF 2GB OF MEMORY. FOR THE AVOIDANCE OF DOUBT, A 32GB VIDEO RAM (MIN 8GB), DX11 COMPATIBLE GPU IS REQUIRED FOR DESIGNER PRODUCTION SUITE SPECIFICALLY AND A DETAILED LIST OF THE SYSTEM REQUIREMENTS REQUIRED TO RUN THE DESIGNER PRODUCTION SUITE IS SET OUT ON OUR WEBPAGE HERE: https://help.disguise.one/designer/getting-started/system-requirements. FOR ALL OTHER ON-PREMISES SOFTWARE (NOT INCLUDING THE DESIGNER PRODUCT SUITE) OUR SYSTEM REQUIREMENTS ARE AVAILABLE ON REQUEST.

3. Grant and scope of licence

3.1 In consideration of payment by you of the agreed licence fee for the On-Premises Software (Licence Fee), or you agreeing to abide by these Terms (where there is no Licence Fee is payable for the On-Premises Software), we grant to you a non-exclusive, non-transferable licence to use the On-Premises Software on these Terms as follows:

3.1.1 Installation and Use

You may download, install and use the On-Premises Software only:
1. for your internal business purposes, if you are a business user;
2. for your personal use, if you are a consumer;
3. on one computer if the Licence is a single-user licence or the On-Premises Software is for single use; or
4. if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.

3.1.2 Backup copies. Provided you comply with condition 4.1 of this Section B, you may make copies of the On-Premises Software for back-up purposes only. You may create assets using the On-Premises Software, make copies and distribute the assets you have created as you feel necessary.

4. Use of Software Plugins

4.1 The On-Premises Software may allow you to access plugins, including our generative AI plugin called Ask AId3n (Ask AId3n), that we release from time to time to enhance your use of it.

4.2 You can view and select a plug-in for use with the On-Premises Software from MyDisguise, the Disguise webpages and/or on installers, all of which can be located here: https://help.disguise.one/designer/plugins/plugin-gallery.

4.3 In some cases, we may charge you an additional fee for using the plugin, full details of which are available on request; and where we do not currently charge a fee for using the plugin, we reserve our rights to charge at a later date.

5 Third Party Plugins. We may also make third party plugins, available to you through the MyDisguise, the Disguise webpages and/or on installers (details of which are available here: https://help.disguise.one/designer/plugins/plugin-gallery) for use with the On-Premises Software from time to time. You are responsible for complying with all applicable third-party terms relating to your use of the third party plugins. Your acquisition and use of such third party plugins is between you and the third party and we are not responsible for these plugins.

6. Use of Ask AId3n AI plugin

6.1 Ask AId3n has been trained on the data within the On-Premises Software to enhance your use of the On-Premises Software.

6.2 When you use Ask AId3n, you may be asked to input or upload content such as an audio file, video file, document, image, or text (Input). Ask AId3n will use the Input to generate an output such as an image, text, text effects, vector graphic file, audio file, or video file (Output).

6.3 Suitability of the Output created by Ask AId3n. An Output created by Ask AId3n may sometimes be inaccurate or misleading or otherwise reflect content that does not represent our views. As a result, please use your judgement to review and validate generated Outputs and note condition 6.4 of Section B below.

6.4 Your responsibility with using an Output.

6.4.1 You are responsible for the creation and use of the Output;

6.4.2 You must evaluate an Output for accuracy and appropriateness for your use, including using human review (as appropriate), before using the Output;

6.4.3 If an Output references use of any third-party products or software, it does not mean that the third party endorses or is affiliated with us.

7. Payment of fees

7.1 A full breakdown of all the licence fees and other fees payable for use of the Designer Production Suite are available on our payment plan page here: https://www.disguise.one/en/products/designer/pricing; and available on request for all our other On-Premises Software.

7.2 Where there is a licence fee payable for the On-Premises Software, your licence shall begin as soon as your initial payment has been processed or, in the case of our RenderStream software product, when you activate your licence on the Disguise server. Where there is no licence fee payable for the On-Premises Software, your licence will begin as soon as you have downloaded the On-Premises Software on to your device.

7.3 Where a licence fee is payable of the On-Premises Software, you will be charged for the On-Premises Software depending on the type of payment plan and plug in you have chosen, plus all applicable taxes.

7.4 Month-to-month plans. We offer month-to-month subscription plans where you pay monthly and annual subscription plans for the Designer Production Suite. For more information on the different subscription plans that we offer to our customers for the Designer Production Suite see here: https://www.disguise.one/en/products/designer/pricing. Details of all our other subscription plans for our other On-Premises Software products are available on request. We will update the information on the subscription plans as when we release new On-Premises Software. You select your subscription plan when you order the On-Premises Software from the Disguise Cloud Dashboard, Disguise webpages or via software installers. Your subscription will automatically renew each month without notice until you cancel it (except in the case of the RenderStream software product). You authorise us to store your payment method(s) and to automatically charge your payment method(s) every year until you cancel. We will charge you then-current rate of your subscription plan, every month upon renewal until you cancel the plan.

7.5 Annual subscription plans. Unless you have purchased the On-Premises Software from us using our offline purchase order method (set out below), and unless you have purchased our RenderStream product, your subscription will automatically renew on your annual renewal date until you cancel it and you authorise us to store your payment method(s) and to automatically charge your payment method(s) every year until you cancel.

7.6 Offline purchase order payment. This is where you purchase the On-Premises Software from us by using a purchase order. If you use this method of purchase, you will raise a purchase order for the fee payable for the On-Premises Software (if applicable) and any plugin (if the plugin incurs a licence fee) that you choose. We do not accept your order until we have issued to you written acceptance of your order for the On-Premises Software and the plugin (if applicable), at which point on which date the Licence shall commence.

7.7 For details on cancelling a subscription for our On-Premises Software, or any other software product that we provide, please see section: You can end an on-going subscription contract with us for the On-Premises Software and/or the Services at condition 12 of Section A of these Terms.

8. Description of other restrictions and rights

8.1 Maintenance of Copyright Notices and/or Branding. You must not remove or alter any copyright notices, 'Designer' and other branding or demo notifications on any and all copies of the On-Premises Software.

8.2 Distribution. You may not distribute authorised or unauthorised copies of the On-Premises Software to third parties.

8.3 Prohibition on Reverse Engineering, decompilation, and disassembly. You may not reverse engineer, decompile, or disassemble the On-Premises Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

8.4 Rental. You may not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the On-Premises Software.

8.5 No modification or alterations. You may not make alterations to, or modifications of, the whole or any part of the On-Premises Software, nor permit the On-Premises Software or any part of it to be combined with, or become incorporated in, any other programs.

8.6 No Third Party Access. You must not provide or otherwise make available the On-Premises Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person, other than your employees (where you are a business customer) without prior written consent from us.

8.7 Support Services. We may provide you with support services related to the On-Premises Software (Support Services). Any supplemental software code provided to you as part of the Support Services shall be considered part of the On-Premises Software and subject to the terms and conditions of these Terms.

8.8 Updates and upgrades. We may update or require you to update the On-Premises Software, provided that the On-Premises Software shall always match the description of it that we provided to you before you bought it. Please refer to this compatibility table for more information on compatibility between our different On-Premises Software products and our various hardware products: https://help.disguise.one/hardware/product-compatibility.html. For more information on updates and changes that we can make, see the section: We can make changes to the On-Premises Software and the terms of this Licence – condition 10.1 of this Section B.

8.9 Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the On-Premises Software, including all applicable technology control or export laws and regulations.

9. Intellectual Property Rights

9.1 The On-Premises Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. We license use of the On-Premises Software to you on these Terms, including on the basis of the licence in condition 3 of this Section B. We do not sell the On-Premises Software to you and we remain the owners of the On-Premises Software at all times. These Terms govern your use of the On-Premises Software, which may also include associated software components, media, printed materials and “online” or electronic documentation; plus, any associated application program interfaces (also known as APIs), details of which are all available on request.

9.2 In addition to the provisions in condition 10 of Section A of these Terms you acknowledge and agree that:

9.2.1 you have no right to have access to the On-Premises Software in source code form; and

9.2.2 all title and intellectual property rights in and to the content which may be accessed through use of the On-Premises Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and, as such, the licence we grant to you under condition 3 of this Section B gives you no rights to use such content. All rights not expressly granted are reserved by us.

9.3 You also acknowledge and agree that:

9.3.1 all intellectual property rights in the Input and any Output created by Ask AId3n is content that is owned by us and you hereby assign to us all your right, title and interest (if any) in and to the Input;

9.3.2 the rights in any Output created by Ask AId3n are licensed (not sold) to you, and that you have no rights in, or to, Ask AId3n other than the right to use the Output created by Ask AId3n in accordance with the terms of this Licence; and

9.3.3 we can use your Input and the Output to provide, maintain, develop, and improve our software products.

10. We can change products and these Terms

10.1 Changes we can always make. We can always change a product or these Terms:

10.1.1 to make minor technical adjustments and improvements, for example to address a security threat or correct errors or omissions in any information or document, provided that doing so does not materially affect your use of the product or your or our rights; and

10.2.2 to update digital content, provided that the digital content always matches the description of it that we provided to you before you bought it. We might ask you to install these updates.

10.2 Changes we can only make if we give you notice and an option to terminate. We can also make the following types of changes to the product or these Terms, but if we do so we'll notify you and you can then contact our Customer Service Team at: support@disguise.one to end the contract with us before the change takes effect and receive a refund for any products you've paid for in advance, but won't receive:

10.2.1 Changes to reflect developments in relevant laws and regulatory requirements.

11. We can suspend supply (and you have rights if we do)

11.1 We can suspend the supply of the On-Premises Software to you. We do this to:

11.1.1 deal with technical problems or make minor technical changes;

11.1.2 update the On-Premises Software to reflect changes in relevant laws and regulatory requirements; or

11.1.3 make changes to the On-Premises Software (see section: We can change products and these Terms)

11.2 We let you know, we may adjust the price and may allow you to terminate. We contact you in advance to tell you we're suspending supply of the On-Premises Software, unless the problem is urgent or it is an emergency or is due to some maintenance work that we need to undertake. If we suspend supply, or tell you we're going to suspend supply, for more than 24 hours you can contact our Customer Service Team: support@disguise.one to end your licence for the On-Premises Software and we'll refund any sums you've paid in advance for the On-Premises Software.

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Section C: SaaS Terms and Conditions

1. Application of these terms and conditions

1.1 These supplemental terms and conditions apply specifically to the provision of the Services by us to you, in addition to the terms and conditions set out in Section A.

2. User Subscriptions

2.1 In relation to your employees, agents, contractors, and other persons authorised by you to access and use the Services (Authorised Users), you undertake that:

2.1.1 the maximum number of Authorised Users shall not exceed the number of User Subscriptions purchased by you from us from time to time. For the avoidance of doubt User Subscription means the user subscriptions that you purchase from us which entitle you and/or your Authorised Users to access and use the Services in accordance with these Terms;

2.1.2 you will ensure that no Authorised User transfers their User Subscription to another Authorised User without our consent and, where we consent to the transfer of a User Subscription, that the User Subscription is reassigned in its entirety to another individual Authorised User to the extent that the previous Authorised User no longer has any right to access or use the Services.

2.1.3 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;

2.1.4 you shall, no more frequently than once per year permit us or our designated auditor to audit the Services (unless your subscription period to the Services is less than one year in which case you shall permit us to audit the Services at such other time acting reasonably) to verify that your use of the Services does not exceed the number of User Subscriptions purchased by you; and

2.1.5 if any of the audits referred to in condition 2.1.4 reveal that you have underpaid us for User Subscriptions and the use of the Services, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in https://www.disguise.one/en/products/cloud-pricing#pricing within 10 business days of the date of the relevant audit. This condition does apply to any overpayments made by you in relation to User Subscriptions and no refund shall be due to you where you have not used some or all of your User Subscriptions.

2.2 You, and your Authorised Users themselves, shall not access, store, distribute or transmit any viruses into the Services, or any material during the course of your use of the Services that:

2.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.2.2 facilitates illegal activity;

2.2.3 depicts sexually explicit images;

2.2.4 promotes unlawful violence;

2.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.2.6 is otherwise illegal or causes damage or injury to any person or property;

2.2.7 and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this condition.

2.3 Use Restrictions. Except as otherwise expressly authorised by these Terms, or allowed by any applicable law which is incapable of exclusion by agreement between us, you will not, and you will ensure that the Authorised Users do not:

2.3.1 provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise make available, the Services in any form, in whole or in part to any person without prior written consent from us;

2.3.2 copy, modify, create derivative works of, or remove proprietary notices from the Services (except as part of the normal use of the Services or where it is necessary for the purpose of back-up or operational security);

2.3.3 translate, merge, adapt, vary, alter or modify, the whole or any part of the Services nor permit the Services or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Services on devices as permitted in these Terms;

2.3.4 reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services, or create derivative works based on the whole or any part of the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Services to obtain the information necessary to create an independent program that can be operated with the Services or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
is not used to create any software that is substantially similar in its expression to the Services;
is kept secure; and
is used only for the Permitted Objective,

2.3.5 comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Services.

2.4 Acceptable Use Policy. You will comply with, and will ensure your Authorised Users comply with, our Acceptable Use Policy available at https://www.disguise.one/en/legals/acceptable-user-policy/.

3. Additional user subscriptions

3.1 You may purchase additional User Subscriptions at any time during the term of the subscription plan you have selected here https://www.disguise.one/en/products/cloud-pricing#pricing and we shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Terms. Please note that there is no limit on the number of User Subscriptions you may purchase from us, subject to condition 5.2 below.

3.2 You may purchase additional User Subscriptions for the Services, and add, remove or otherwise change your User Subscriptions through MyDisguise's self-service function, subject to any applicable limits or subscriptions set out in these Terms. Any additional user Subscriptions purchased through MyDisguise will become available for use upon completion of the relevant subscription process, provided that you have not exceeded any applicable subscription limit. Any changes to your User Subscription will take effect in accordance with the functionality and terms made available through MyDisguise. If you wish to purchase additional User Subscriptions for the Services, please notify us in writing. We shall evaluate such request for additional User Subscriptions and respond to you with approval or rejection of the request. Where we approve the request, we shall activate the additional User Subscriptions within 48 hours of our approval.

3.3 You shall, pay the relevant fees for such additional User Subscriptions as set out here: https://www.disguise.one/en/products/cloud-pricing#pricing, with payment being made at the time of purchase where User Subscriptions are purchased online, or where the purchase is made through the purchase order process, in accordance with the payments terms agreed between the parties as part of that within 30 days of the date of our invoice, pay us the relevant fees for such additional User Subscriptions as set out here: https://www.disguise.one/en/products/cloud-pricing#pricing and, if such additional User Subscriptions are purchased by you part way through the term of your subscription plan, such fees shall be pro-rated from the date of activation by us for the remainder of the term of your subscription plan.

4. Services

4.1 We will, during the term of subscription plan for the relevant Services, provide the Services to you on and subject to these Terms.

4.2 We will do what we reasonably can to make the Services available 24 hours a day, seven days a week, except for:

4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

4.2.2 unscheduled emergency maintenance, provided we have done what we reasonably can to give you reasonable notice of such unscheduled emergency maintenance in advance.

4.3 We will, as part of the Services, provide you with our standard customer support services during Normal Business Hours. You must contact our Customer Service Team at: support@disguise.one if you think there is something wrong with the Services.

5. Creating a Disguise account

5.1 In order to access and use the Services, you must first create an Account. As part of the registration process, you will insert an email address and password for your Account or alternatively log in via your Google account (if you have one).

5.2 Once you have created your Account, you must comply with the responsibilities and restrictions set out by these Terms (and ensure that your Authorised Users comply with such responsibilities and restrictions too).

5.3 You are responsible for maintaining control over your Account, including the confidentiality of your email address and password, and are solely responsible and liable for all activities that occur on or through your Account and all Authorised Users’ accounts, whether authorised by you or not. For the avoidance of doubt, you may not share your Account login details with any other individual within your business or otherwise (other than to your Authorised Users), unless permission is expressly granted by us.

6. Ownership of intellectual property rights

6.1 You acknowledge and agree that all of the intellectual property rights in the Services belong to us and/or our third party licensors, including its layout, software, trade marks and domain names. Except as expressly stated otherwise, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

7. Licence

7.1 Subject to you complying with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable licence (except in the case of allowing your Authorised Users to access and use the Services) for you to access and use and to permit your Authorised Users to access and use the Services for your internal business operations.

8. Term of your subscription for the Services

8.1 You select your subscription plan when you sign up to the Services on MyDisguise or on the Disguise webpages.

8.2 For information on cancelling your subscription please see section: You can end an on-going subscription with us for the Services (find out how) at condition 12 of Section A of these Terms.

8.3 Paid for subscription plans. Where you pay a subscription fee for the Services, your licence to access and use the Services shall begin on the date that your initial payment for the Services has been processed by us or our third-party payment processor (where applicable) and shall continue in accordance with your applicable subscription plan (either on a month-to-month basis or an annual basis as set out in condition 9.5 and condition 9.6 below) until you cancel your subscription or until we terminate your access to and use of the Services or we terminate your subscription in accordance condition 11 of Section A and condition 11.3 of this Section C. Where a subscription fee is payable by you, you will be charged for the relevant Services depending on the type of subscription plan you have purchased from us plus all applicable taxes.

8.4 Free of charge subscription plans. Where there is no subscription fee payable for the Services, for example, in the case of our Starter-Plan or a free trial, your licence to access and use the Services will commence as soon as you access the Services for the first time and will until you cancel your subscription or until we terminate your access to and use of the Services or we terminate your subscription in accordance condition 11 of Section A and condition 11.3 of this Section C.

9. Charges and payment

9.1 Pricing.

9.1.1 We offer customers different pricing options and subscription plans for accessing and using the Services. Further details of our current pricing options and subscription plans are available here: https://www.disguise.one/en/products/cloud-pricing. Please note that we also offer an “enterprise plan”, which you can find details about by contacting our Customer Support Team at: support@disguise.one.

9.1.2 For the avoidance of doubt, if you have chosen to use our “starter plan” (Starter-Plan), or some other free to use plan that we might offer you from time to time (such as a trial), you are subject to our Fair Usage Policy, a copy of which is available here: https://www.disguise.one/en/fair-usage-policy, as updated from time to time.

9.2 Authorisation for recurring payments.

9.2.1 All our paid for pricing plans involve recurring fees (each, along with any applicable taxes and other charges are a “Subscription Fee”). Depending on which pricing plan you choose, the fees payable may occur each month or each year thereafter, at the then current rate. Our fees are subject to change.

9.2.2 If you are a consumer, we will notify you at least 30 days’ prior to your subscription renewing before we make any change to the Subscription Fee at which time you can end your subscription with us (please refer to condition 12 to find out how to end your subscription with us).

9.2.3 By agreeing to these Terms and purchasing a subscription for the Services from us, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to the cancellation of your subscription by you or us. You authorise us (or our third party payment processor) to store your payment method(s) and details and we (or our third party payment processor) will automatically charge you in accordance with your subscription plan (e.g., each month, quarter, or year) at the then current rate for that subscription plan until you cancel the subscription plan, starting on the first calendar day of the commencement of the term of your subscription plan, using the payment information you have provided to us.

9.2.4 Month-to-month plans. Your subscription will automatically renew without notice each month after the day on which it commenced until you cancel it.

9.2.5 Annual subscription plans. Your subscription will automatically renew without notice on each anniversary of the commencement of your subscription plan until you cancel it.

9.2.6 Your subscription continues until cancelled by you or until we terminate your access to or use of the Services or we terminate your subscription in accordance with these Terms. For more information on termination see condition 11 of Section A and condition 11.3 of this Section C.

10. Third party providers

You acknowledge that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.

11. Our obligations

11.1 We do not warrant that:

11.1.1 your use of the Services will be uninterrupted or error-free;

11.1.2 that the Services and/or the information obtained by you through the Services will meet your requirements; and

11.1.3 the software products provided as part of the Services or the Services will be free from vulnerabilities or viruses.

11.2 In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to take reasonable steps to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with our archiving procedures.

11.3 We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

12. Your obligations

12.1 You shall:

12.1.1 provide us with:

all necessary co-operation in relation to these Terms; and
all necessary access to such information as may be required by us;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

12.1.2 without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms;

12.1.3 carry out all your responsibilities and obligations under these Terms in a timely and efficient manner;

12.1.4 ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms;

12.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under our contract with you, including without limitation the Services;

12.1.6 ensure that your network and IT systems comply with the relevant specifications provided by us to you from time to time; and

12.1.7 be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from your IT systems to the our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

12.2 You are responsible for all losses, costs, claims and expenses that we incur as a result of or in connection with your use of the Services.

12.3 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.