Terms of Service

General Terms and Conditions of Sale of Services

Disguise Technologies Limited & Meptik LLC

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 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

3.1 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:

4.4.2 any delay in delivery or any non-receipt of any Works delivered electronically;

4.4.3 any loss or damage (including loss of data) that results from any person gaining unauthorised access to any Works delivered electronically;

4.4.4 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

4.4.5 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, environments, 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, environments, 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).

5.7 The Customer acknowledges that in the event it purchases content from Disguise, and in particularly, Meptik LLC’s ‘Virtual Art Department’ Catalogue (“VAD Catalogue”), Disguise and/or Meptik, as the case may be, shall retain ownership and possession of all rights (including all Disguise Intellectual Property Rights) in and to the purchased VAD Catalogue content. To this extent, whilst the Customer may use such purchased content pursuant to a particular Quote or Content for Services; the Customer may not use it for any further purposes, unless agreed otherwise with Disguise and/or Meptik LLC. For the avoidance of doubt, the Customer acknowledges that Disguise and Meptik LLC may use the VAD Catalogue content in respect of other third parties and customer jobs.

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 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.