Last Updated: 01/07/2020
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply from our website goods, services and/or digital content (Products) to you.
1.2 What these terms do not cover. These terms and conditions do not cover Products that are provided to you ‘offline’. The relevant terms and conditions that apply to an offline purchase can be found here or, if different, such terms provided to you by us at the time of that purchase.
1.3 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
1.4 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 2827455086. We operate the website in accordance with these terms.
2.2 How to contact us. To contact us telephone our customer service team at +44 20 7234 9841 or email.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will depend on what Products that you have purchased:
(a) If you purchase Products directly from our website, then the acceptance will take place when we email you or otherwise notify you in writing to accept it, at which point a contract will come into existence between you and us;
(b) If you purchase our Products through a third party provider (for example, through a link on our website including but not limited to, Shopify and Eventbrite) then the acceptance will take place in accordance with their confirmation of an order to you, at which point this contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Product. This might be because the Product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have reason to believe is for onward sale other than through distribution channels approved by Disguise, or because we have identified an error in the price or description of the Product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR PRODUCTS
4.1 Products may vary slightly from the images and descriptions. The images and descriptions of the Products on our website are for illustrative purposes only and may be approximate. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the Product may vary from that shown in images on our website.
4.3 Prices. Details of the Disguise Products available for purchase are set out on the Websites. All prices are displayed and charged in US dollars. All applicable sales and other taxes are in addition to the sale price. All online transaction totals reflect the estimated tax amount; the actual tax amount will be calculated based on your shipping location and many vary from the estimated tax. Discounts and sales prices may not be applied to previous orders. We reserve the right to shorten the duration of any special order or sales promotion.
4.4 General. All features, content, specifications, Products and prices of Disguise Products described or depicted on these Websites are subject to change at any time without notice. Disguise makes no representation or guarantee that Products available on the Websites are available for purchase or use in all locations globally.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the Product 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: https://training.disguise.one/learn
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 email@example.com.
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 subject to the terms contained in the Return Policy which can be found here. Certain jurisdictions may provide additional statutory rights. Nothing herein is meant to limit your return or cancellation rights under applicable local law.
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:
(i) 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.
(ii) 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 unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
14.4 When you must pay and how you must pay. When you must pay depends on what Product you are buying:
(a) For goods, you must pay for the Products before we dispatch them. We will not charge your credit or debit card until we dispatch the Products to you.
(b) For digital content, depending on which content we agree to provide you, you must pay for the Products either:
(i) Product before you download them (the purchase order shall set out the duration that you may have access to such Product); or
(ii) 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 terms of the [purchase order] (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  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
17.2 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:
- 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;
- 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;
- 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;
- notify you without undue delay on becoming aware of a personal data breach;
- 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
- 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;
- 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);.
- 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
17.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
17.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
17.3 Nobody else has any rights under this contract. Subject to clause 17.4, this contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 17.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
17.4 Our group companies have a right to enforce this contract. All members of our group of companies shall have the benefit of (and the right to enforce) all the provisions of this contract (without having any obligation to perform any of the obligations in this contract).
17.5 Force Majeure. We are not responsible to you or any other person in respect of any damages, delays, losses, failures of performance or anything similar in respect of circumstances that arise from acts or events outside the control of Disguise including but not limited to: 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.
17.6 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.7 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.
17.8 Which laws apply to this contract and where you may bring legal proceedings.
(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.
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.
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 firstname.lastname@example.org .