Disguise Technologies Ltd.
Unit C & D, 127 Great Suffolk Street
Borough, London SE1 1PP
United Kingdom
info@disguise.one
www.disguise.one

GENERAL TERMS AND CONDITIONS OF SALE - Disguise Technologies Limited
APPLICATION
1. These “General Terms and Conditionsof Sale” (“GTCS”) apply to all contracts ofsale of goods between (i) DisguiseTechnologies Limited and, whereapplicable, any of its subsidiaries(together, “Disguise”) and (ii) the
customer (“Customer”) other than inrespect of goods and/or services
purchased on Disguise’s website wheresuch 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 andthe Customer may also be referred to asa “Party” or collectively as the “Parties”.
The term “goods” shall mean any goods
ordered by the Customer from Disguisepursuant to the provision of the GTCS.
2. Any terms and conditions contained inor delivered with the Customer’s order orother document or any which are impliedby trade, custom, practice or course of
dealing shall not be binding, and theCustomer waives any right, which it
otherwise might have to rely on suchterms and conditions.
QUOTATIONS, ORDERS AND ORDERCONFIRMATIONS
3. Disguise may provide a quotation to a
Customer upon request and suchquotation may be delivered to theCustomer by email (“Quotation”).
Quotations are only valid for 30 days fromthe date of the Quotation unlessotherwise specified by Disguise from time
to time. A Quotation shall not constitutean 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 insuch 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 suchorder(s) to the Customer within 15
business days of the date of receipt ofsuch order(s) (“Order
Acknowledgement”). The contract for thesale and purchase of the goods pursuant
to the Order Acknowledgement shall only
come into existence at the point whensuch Order Acknowledgement is issued
by Disguise to the Customer.
6. If the terms and conditions in
Disguise’s Order Acknowledgement
deviate from the Customer’s order(s) andthe Customer wants to reject suchdeviation(s), the Customer must notify
Disguise’s Customer Management
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department in writing by email to that
effect at the earlier of either of thefollowing: (i) within 5 business days of thedate of receipt of the Order
Acknowledgement, and (ii) prior to the
packaging date of the goods, failing which
the Customer shall be deemed to haveaccepted the terms and conditions set out
in the Order Acknowledgement.
DELIVERY, TRANSFER OF RISKS
7. Subject to any delivery clause in theOrder Acknowledgement, delivery shallbe deemed to have occurred for finishedgoods Ex Works at Disguise’s head
offices, UK, or its manufacturers as thecase may be, and for spare parts fromeither of the same as the case may be(“Delivery Location”). The Customer shallbe ready for and accept delivery at thedelivery date stated in the Order
Acknowledgement or other written
communication from Disguise (“Delivery
Date”). If the Customer fails to accept
delivery on the Delivery Date (“Customer
Acceptance Failure”) then delivery isdeemed to have occurred at the Delivery
Date. The Customer shall be liable forpayment, if applicable, for the cost of
storage of these goods at Disguise’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 claim damages
against the Customer for loss of profit andany costs incurred by the Customer
Acceptance Failure.
8. Subject to clause 7, if the Customer
requests Disguise to procure a courier todelivery any goods to the Customer then
Disguise shall be free to select the carrier
and mode of transportation if applicable,
unless delivery is arranged by the
Customer and Disguise has agreed inwriting before dispatch. In such scenario,delivery shall be at the point where suchcarrier collects the goods from Disguisefor transportation.
9. 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.
10. The Customer must thoroughly
examine all goods immediately uponreceipt for the purpose of ascertaining
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whether the goods are defective or
inconsistent with the data in the Order
Acknowledgement (the “Examination”).
The Customer shall be deemed to haveaccepted the goods in respect ofinconsistency with the specification in theOrder Acknowledgement, which theCustomer discovered or ought to havediscovered during the Examination, if the
Customer has not notified Disguise’s
Customer Management department to thecontrary in writing via email within 5business days after delivery.
DELIVERY DELAY
11. Should Disguise not be able to deliverby the Delivery Date, Disguise shall assoon as possible notify the Customer tothat effect and at the same time state
when delivery is expected to take place. If
delivery is expected to take place morethan, 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, theCustomer shall be entitled to reject the
goods by notifying Disguise’s Customer
Management department to that effect inwriting 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, theCustomer shall be deemed to have
waived the right to reject the goods.
Except as stated in this clause 11, theCustomer is not entitled to raise any otherclaims in the event of delayed delivery,
whether claims for damages based oncontract/negligent acts/omissions orotherwise.
WARRANTY, PRODUCT LIABILITY
12. Subject to clauses 13-21, Disguise
warrants the following:a) All finished hardware goods
manufactured by Disguise will be freefrom defects in materials andworkmanship under normal use of thegoods in the industry for a period of 24months from the Delivery Date, whilst
accessories and spare parts will be freefrom defects in materials andworkmanship under normal use of thespare parts in the industry for a period of
12 months from the Delivery Date.
Disguise warrants to be able to deliverspare parts only during the warranty
terms of the finished goods stated in thisclause 12.
b) All certified pre-owned goods will befree from defects in materials andworkmanship under normal use of thegoods in the industry for a period of 90days from the Delivery Date.
c) The Software is provided “as is”
without warranty of any kind, express or
implied, including but not limited to
warranties of performance,
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merchantability, fitness for a particularpurpose, accuracy, omissions,completeness, currentness and delays.
The Customer agrees that outputs fromthe Software will not, under any
circumstances, be considered legal or
professional advice and are not meant toreplace the experience and soundprofessional judgment of professional
advisors in full knowledge of thecircumstances and details of any matteron which advice is sought.
13. a) All finished hardware goods
classed as “media servers” will be fittedwith a tamper proof label. The removal ofthis label without express permission fromthe Disguise Technical Support andService department will render the
warranty null and void.
b) Any warranty claim by Customer basedon any defect in finished goods or spareparts, which defect the Customer
discovered or ought to have discovered
during the Examination, shall be notified
in writing via email to Disguise within 5business days after the delivery time asstated 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 haveaccepted the finished goods or spareparts 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.
14. Where any valid warranty claim is
notified to Disguise in accordance withthe terms of clause 13 and approved by
Disguise in writing (which approval shallnot be unreasonably withheld), Disguiseshall be entitled to fulfill its warranty
obligations as follows: (i) If the Customer
can be reasonably expected to be able torepair the defect, if necessary withsupport from Disguise’s TechnicalSupport and Service department,
Disguise may fulfill its warranty
obligations by sending the necessary
replacement parts to Customer free ofcharge 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 orspare parts, subject to the Customer (a)assigning to Disguise all property rights tosuch redundant finished goods or spareparts and (b) complying, if applicable,with any reasonable request by Disguisefor the Customer to return the goods
and/or parts in question to Disguise. Any
replacement goods or spare parts will bea) 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 torefund to Customer the net purchaseprice paid by Customer for the defective
finished goods or spare parts lessreasonable depreciation of the value due
to use or age, subject to the Customer
assigning to Disguise all property rights tosuch finished goods or spare parts. The
Customer shall have no right to use,2

modify or sell any redundant finishedgoods or spare parts that have been
replaced (“Redundant Item”). The
Customer shall communicate with
Disguise’s Customer Management toseek direction as to how to deal with any
such Redundant Item within 10 business
day of the Redundant Item being
replaced. The Customer shall at thedirection 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 returnin writing. The Customer shall assume
responsibility (including all costs andexpenses) for shipment, freight andadequate freight insurance back to a
Disguise certified service centre. Disguiseshall only assume responsibility forshipment and expense for freight andfreight 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 fordismantling, removal, re-installation andduties in connection with the foregoing.
Repair or replacement under the
warranties contained herein does notinterrupt or extend the warranty terms
stated in clause 12.
15. The warranties contained herein shallnot extend to any finished goods or spareparts from which any serial number has
been removed or which have beendamaged or rendered defective (a) as aresult of normal wear and tear, willful or
accidental damage, negligence, misuseor 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 theuser documentation; (d) by the use ofspare 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 dosuch modification, repair or service
unless the Customer provides acceptable
proof to Disguise that the defect ordamage was not caused by the above; (f)due to procedures, deviating fromprocedures specified by Disguise; or (g)due to failure to store, move, transport,
install, test, commission, maintain,
operate or use finished goods or spareparts in accordance with Disguise’s
instructions and training, in a safe andreasonable manner or in a manner that
does not provide at least the degree ofprotection afforded by Disguise brandedstorage, transportation and installationequipment, including but not limited totransportation 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

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insulation and strength. All approvals andcertifications related to goods are related
to a single product and not a group of
products used together.
16. None of the warranties contained
herein shall apply to finished goods orspare parts which are sold “as is”, as“second-hand”, as “used”, as “demo” orunder similar qualifications or toConsumables as defined in clause 17.
17. “Consumables” is defined as anypart(s) of goods or part(s) for use withgoods, which part(s) of goods or part(s)for use with goods are consumed during
the operation of the goods and whichpart(s) of goods or part(s) for use withgoods require replacement from time totime 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.
18. None of the warranties contained
herein shall apply, unless the totalpurchase price for the defective finishedgoods or spare parts has been paid by
the Customer to Disguise by the due date
for payment in accordance with the
GTCS.
19. The Customer shall have no otherremedies in connection with defective
finished goods or spare parts than therights granted pursuant to clauses 12-18.
Except as set forth in the express
warranties contained herein, Disguisemakes no conditions, warranties,
representations, express or implied, infact or in law, including, but not limited to,
any warranties of satisfactory quality,
merchantability or fitness for a particularpurpose or any warranties arising out of
usage or trade, all of which are expressly
excluded to the fullest extent permissible
by applicable law.
20. The warranties contained herein
apply only to the original purchaser andare not assignable or transferable to any
subsequent purchaser or end-user.
21. To the extent lawful, Disguise shall
only be liable for damage to property andfor personal injuries caused as aconsequence of defects in the finishedgoods or spare parts delivered to theextent that it is documented that such
defect arose due to Disguise’s negligencethat could not have been prevented by
the Examination or other examination by
the Customer (“Product Liability”).
RETURN OF GOODS, CANCELLATION
OF ORDERS
22. Goods may not be returned to
Disguise, unless Disguise has authorised
the return in writing. Where Disguise has
authorised the return of goods, theCustomer shall follow the guidelines for
returns issued by Disguise from time totime.
23. 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 tothe extent that Disguise agrees in writing.
Disguise therefore retains the right tocharge the Customer in full in respect of
any Order Acknowledgement.
PRICE

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24. Unless otherwise stated in Disguise’sOrder Acknowledgement, all purchaseprices 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 timeof invoicing.
PAYMENT, PAYMENT DELAY
25. The purchase price as specified in
Disguise’s Order Acknowledgement ispayable according to the payment terms
specified in the Order Acknowledgement.
In the absence of payment terms in theOrder Acknowledgement, delivery will, at
Disguise´s sole discretion, only take placeagainst prepayment of the purchaseprice.
26. Disguise does not commit itself tosend statements of account, but normallydoes so regularly. In the event that
Disguise does not within 30 calendar
days of the date of a statement ofaccount receive an objection in writing
against its balance, the statement ofaccount shall be deemed to be conclusive
evidence of the Customers acceptance ofthe statement of account.
27. In the event that the Customer should
remain in arrears with payments to
Disguise for any reason for 10 businessdays or more, Disguise shall be entitled
to: a) Terminate the Order
Acknowledgement and/or any othercontracts of sale and demand immediate
return of all unpaid goods, delivered to
the Customer, at the Customer’s
expense; b) Suspend delivery of theOrder Acknowledgement and/or any othercontracts 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 athird party and claim from the Customer
damages for any loss suffered. At thereasonable request of Customer,
Disguise shall in writing inform theCustomer of its decision to assert any of
the above rights, but shall not be required
to give any notice.
28. Disguise may use all monies received
from the Customer towards payment ofany part of any debt owing by the
Customer at Disguise’s sole discretionirrespective of any instructions to thecontrary by the Customer.
RETENTION OF TITLE
29. Notwithstanding delivery and thepassing of risk in the goods the property
rights in the said goods shall not pass to
the Customer until Disguise has received
in cash or cleared funds payment in full of
the purchase price of the said goods andall other goods agreed to be sold by
Disguise to the Customer for which
payment is then due.
30. Until such time as the property rights
in the said goods passes to theCustomer, the Customer shall hold thesaid goods as Disguise’s fiduciary agent
and bailee and shall keep the said goods
separate from those of the Customer andthird parties and properly stored,
protected and insured and identified as

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Disguise’s property, but the Customer
may sell or use the goods in the ordinary
course of its business.
31. Until such time as the property rights
in the said goods passes to the Customer(and provided the said goods are still inexistence and have not been resold)
Disguise may at any time require theCustomer to deliver up the said goods to
Disguise and if the Customer fails to doso forthwith enter on any premises of the
Customer or any third party where thesaid goods are stored and repossess thesaid goods.
32. The Customer shall not be entitled topledge or in any way charge by way of
security for any indebtedness any of thesaid goods, which remain the property of
Disguise, but if the Customer does so, allmonies owing by the Customer to
Disguise shall (without limiting any otherrights or remedy of Disguise) forthwith
become due and payable.
INTELLECTUAL PROPERTY RIGHTSINFRINGEMENTS
33. To the best of Disguise’s knowledge,
goods delivered by Disguise to theCustomer do not infringe any third party
intellectual property rights. However,
Disguise does not make any warranty tothat effect. Moreover, Disguise shall haveno 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 theevent that goods or any part(s) thereof
are held by a court of competentjurisdiction, not subject to appeal, toinfringe a third party’s intellectual property
right, Disguise shall in its sole discretion(a) procure for the Customer and theCustomers‘ customers the right tocontinue to use the goods; (b) replace thegoods 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 theimmediately preceding two year period,
refund the purchase price for the goods to
the Customer less a reasonable
depreciation due to age, use, andcondition, subject to the Customer
assigning all property rights to such
goods to Disguise. If the goods weredelivered to the Customer before theimmediately preceding two-year period,
Disguise shall not be obligated to makeany refund.
34. The provisions in clause 33 constituteDisguise’s maximum liability in respect ofclause 32 herein, and the Customer shalllimit its liability towards its customers
accordingly.

LIMITATION OF LIABILITY
35. 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

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misrepresentation; or (iii) anything elsethat may not be limited or excluded bylaw.
36. Subject to clause 35, in no event shall
Disguise be liable in tort, contract orotherwise (including negligence) tocompensate the Customer for any
business interruption, loss of (anticipated)
profits, revenue, business, contracts or(anticipated) savings, costs ofprocurement of substitute goods orservices or any special, indirect orconsequential loss or any punitive
damages.
37. Subject to clause 38, Disguise’s total
liability to the Customer in respect of allother losses arising under or inconnection with the GTCS, whether incontract, tort (including negligence),
breach of statutory duty, or otherwise,
shall in no circumstances exceed theamounts received by Disguise from theCustomer pursuant to the Order
Acknowledgement giving rise to theliability.
38. Disguise’s total liability specifically inrespect of Product Liability only shall inno circumstances exceed £5 million in
total.
39. The Customer agrees that, subject toclause 35, that Disguise shall have noliability 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 suchthird party to the extent that the Customer
is responsible (whether partly or fully andfor whatever reason, including but notlimited to the Customer not complying
with operating instructions and/or training
advice from time to time), 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 andexpenses incurred by Disguise defending
any such claim against such third party).
GENERAL
40. The GTCS and all contracts of sale ofgoods, including but not limited to, any
and all Order Acknowledgements,
between Disguise and the Customer shallbe exclusively governed by andconstrued in accordance with the laws ofEngland and Wales without application ofthat country’s conflict of law principles (norenvoi). 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 theCustomer at courts having jurisdiction
over the Customer’s domicile. If a third
party files a claim against one of theParties for damages on product liability or
intellectual property rights infringements,
this Party shall immediately inform theother Party thereof. The Parties aremutually obliged to let themselves besummoned to appear before a court ofjustice/arbitration that hears such claim
for damages. The mutual relationshipbetween Disguise and the Customer shallhowever be resolved in accordance withthe provisions of this clause and the07/02/19

remaining relevant provisions of theGTCS.
41. The invalidity, unenforceability orillegality of any term, condition or
stipulation in the GTCS shall not affectthe validity, enforceability or legality of theremaining terms, conditions andstipulations of the GTCS.
42. Except as provided herein, any
required or permitted notices hereundermust be given in writing at the registeredaddress of each Party, or to such otheraddress as either Party may notify to theother Party by written notice in themanner contemplated herein, by one of
the following methods: hand delivery,
registered mail, or facsimile.
43. Non-performance of either Party shallbe excused to the extent that
performance is rendered impossible bystrike, lock-out, fire, severe weather,flood, earthquake, terrorism, war, acts ofGod, governmental acts, failure of
suppliers or carriers for any reason or any
other reasons beyond the reasonable
control of the non-performing party.
44. 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 toknow-how, trade secrets, and any othercommercially sensitive information
concerning Disguise) unless (i) requiredby the law; or (ii) disclosed to theCustomer’s employees or consultants
subject to the extent that the recipientneeds to know such confidential
information and that the Customer takes
all reasonable steps to make sure thatsuch recipient complies with thisconfidentiality obligation as though they
were a party to the GTCS.

47. Further information in respect of thearrangements set out in clause 45 can befound at www.electrolink.eu.com byclicking on ‘BUSINESS WEEECOLLECTIONS’, then clicking ‘continue’
under final users, and then entering
WEEE registration number
WEE/MM4445AA where prompted.

© Disguise Technologies Limited, GTCS
version effective [ ] 2018

WEEE
45. The Customer shall:a) be responsible for financing thecollection, treatment, recovery andenvironmentally sound disposal of (i) all
waste electrical and electronic equipment(“WEEE”) as defined in the The Waste
Electrical and Electronic Regulations
2013 (“WEEE Regulations”) arising orderiving from the goods supplied
pursuant to the GTCS; and (ii) all WEEE
arising or deriving from products placedon the market prior to 13 August 2005
where such products are to be replacedby the goods supplied pursuant to the
GTCS and the goods are of an equivalenttype or are fulfilling the same function asthat 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 inClause 45 a); andc) provide Disguise’s WEEE compliancescheme operator with such data,
documents, information and otherassistance as such scheme operator mayfrom time to time reasonably require toenable such operator to satisfy the
obligations assumed by it as a result of
the Disguise’s membership of theoperator’s compliance scheme.
46. The Customer shall be responsible forall costs and expenses arising from andrelating to its obligations in clause 45.

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