Terms & Conditions

These Rule13 Limited Sales & Service Terms and Conditions set out the basis upon which Rule13 will (a) supply and the Customer will purchase e-liquids, vaping consumables, cannabidiol (CBD) containing products or other products (the “Products”), as described in an Order; and/or (b) provide product formulation services, brand design services, social media management services and/or other professional services (the “Services”), as described in a Statement of Work.

Part A of these Conditions applies generally to the Contract, whether it involves the sale of Products, the supply of Services, or both. Part B of these Conditions applies specifically to the sale of Products. Part C of these Conditions applies specifically to the supply of Services.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

These Conditions have been updated to reflect the introduction of Vaping Products Duty and the Vaping Duty Stamps Scheme with effect from the dates referred to in clause 12 below.

Part A – General Terms

1. Interpretation

1.1Definitions:

Approved Premises	premises approved by HMRC for the manufacture or storage of vaping products in duty suspension.
Bespoke Recipe	a bespoke e-liquid flavour or other bespoke recipe or formulation for Products supplied by Rule13 which is created by Rule13 in the performance of the Services.
Business Customer	a Customer who is not a Consumer.
Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges	the charges payable by the Customer for the supply of the Services in accordance with clause 3.
Conditions	the terms and conditions set out in this document as amended from time to time in accordance with clause 10.5.
Consumer	an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession, as defined in section 2(3) of the Consumer Rights Act 2015.
Contract	the contract between Rule13 and the Customer for (i) the sale and purchase of the Products; and/or (ii) the supply of the Services, in each case in accordance with these Conditions.
Customer	the person or firm who purchases the Products and/or the Services from Rule13.
Customer Default	has the meaning given in clause 18.2.
Customer Materials	all specifications, documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Rule13 in connection with the Contract.
Deliverables	the output of the Services as described in the Statement of Work. The Deliverables will not include any e-liquids, vaping consumables, cannabidiol (CBD) containing products or other Products, the supply of which is dealt with under Part B of these Conditions.
Delivery Location	has the meaning given in clause 13.2.
Duty	Vaping Products Duty, being the excise duty charged on vaping products under the Finance Act 2026 and any regulations, notices or directions made under it, and any tax replacing or supplementing it.
Duty Paid Goods	Products on which the Duty has been paid or accounted for and which are accordingly in free circulation in the United Kingdom.
Duty Point	the time at which the Duty becomes chargeable on the Products.
Duty Stamp	a vaping duty stamp required to be affixed to individual retail units of vaping products under the Duty Stamps Scheme.
Duty Stamps Scheme	the Vaping Duty Stamps Scheme operated by HMRC.
Duty Suspended Goods	Products on which the Duty has not been paid or accounted for and which are held or moved under duty suspension arrangements.
HMRC	His Majesty’s Revenue and Customs.
Intellectual Property Rights	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
MHRA	the Medicines & Healthcare products Regulatory Agency.
Notification	a notification of a vaping product submitted to the MHRA under regulation 31 of the TRPR, including the six month standstill period that follows it.
Order	the Customer’s order for the Products, as set out in the Customer’s written acceptance of Rule13’s quotation or such other order for the Products placed by the Customer with Rule13.
Products	the products (or any part of them) set out in an Order.
Rule13	Rule13 Ltd (registered in England and Wales with company number 08144168 and registered office at Unit 1 Fountain Enterprise Park, Enterprise Road, Maidstone, Kent, England, ME15 6ZQ).
Safety Data Sheet	a safety data sheet prepared in accordance with assimilated Regulation (EC) No 1907/2006 (UK REACH) and assimilated Regulation (EC) No 1272/2008 (GB CLP).
Scientific Partners	the scientific testing entity(ies) set out in the Statement of Work.
Services	the services, including the Deliverables, supplied by Rule13 to the Customer as set out in a Statement of Work, such as product formulation services, brand design services, social media management services and/or other professional services.
Specification	any specification for the Products, including any related plans and drawings, that is agreed in writing by the Customer and Rule13.
Statement of Work	the statement of work agreed by Rule13 and the Customer in writing which details the Services, the Deliverables and the Charges.
TRPR	the Tobacco and Related Products Regulations 2016.

1.2A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3A reference to a party includes its personal representatives, successors and permitted assigns.

1.4A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.

1.5Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6A reference to writing or written includes email but not fax.

2. Basis of Contract

2.1An Order constitutes an offer by the Customer to purchase Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. An Order shall only be deemed to be accepted when Rule13 issues a written acceptance of the Order, at which point a Contract for the sale and purchase of the relevant Products shall come into existence.

2.2The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.3The Services, the Deliverables and the Charges (together with any other relevant provisions which are not set out in these Conditions) will be agreed in writing by Rule13 and the Customer in a Statement of Work. A Contract for the supply of Services shall come into existence upon the earlier of Rule13 signing the Statement of Work, Rule13 issuing a written acceptance of the Statement of Work, or Rule13 commencing the supply of the Services detailed in the Statement of Work.

2.4Any samples, drawings, descriptive matter or advertising produced or issued by Rule13, and any descriptions or illustrations contained in Rule13’s catalogues or brochures, are produced or issued for the sole purpose of giving an approximate idea of the Products or Services referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5A quotation for the Products given by Rule13 shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue, and is subject to adjustment for the Duty under clause 3.5.

3. Price, Charges and Payment

Products

3.1The price of the Products shall be the price set out in the Order.

3.2Rule13 may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

3.2.1any factor beyond Rule13’s control (including foreign exchange fluctuations, increases in taxes and duties other than the Duty, and increases in labour, materials and other manufacturing costs);

3.2.2any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or

3.2.3any delay caused by any instructions of the Customer or failure of the Customer to give Rule13 adequate or accurate information or instructions.

3.3Where the Customer is a Business Customer, the price of the Products is exclusive of: (i) the Duty, which the Customer shall pay to Rule13 in addition, at the rate in force at the Duty Point, and which shall be shown as a separate line on Rule13’s invoice; (ii) value added tax (VAT), which the Customer shall additionally be liable to pay to Rule13 at the prevailing rate, subject to the receipt of a valid VAT invoice, and which is chargeable on the Duty as well as on the price; and (iii) the costs and charges of insurance and transport of the Products, which shall be invoiced to the Customer.

3.4Where the Customer is a Consumer, the price quoted to the Consumer at the point of sale is inclusive of the Duty and of value added tax, and the total price payable, including delivery charges, will be shown to the Consumer before the Consumer places the Order.

3.5If, at any time between the date of the Order and the Duty Point, the rate of the Duty changes, the Duty becomes chargeable on a Product on which it was not chargeable at the date of the Order, or the basis on which the Duty is calculated changes, Rule13 may, by giving written notice to the Customer, adjust the amount of the Duty charged to reflect that change. The adjustment shall be limited to the amount of the change in the Duty. Where the Customer is a Consumer, Rule13 will notify the Consumer of any such adjustment before delivery, and the Consumer may cancel the Order and receive a full refund of any sums paid by notifying Rule13 within 14 days of that notice; otherwise, the Customer shall have no right to cancel the Order by reason of an adjustment made under this clause 3.5.

3.6Unless otherwise agreed by Rule13 in writing, Rule13 will invoice the Customer for the Products and the Customer will pay such invoice as follows, and Rule13 will not be obliged to deliver any Products to the Customer until Rule13 has received payment for such Products in full:

3.6.1any bespoke or customised Products, 50% upon the date of the Order and 50% within 7 days of Rule13’s invoice and in any event prior to delivery; and

3.6.2all other Products, 100% within 7 days of Rule13’s invoice and in any event prior to delivery.

Services

3.7The Charges for the Services shall be calculated in accordance with the Statement of Work.

3.8Rule13 reserves the right to increase the Charges by giving not less than 30 days’ written notice to the Customer.

3.9Unless otherwise agreed in the Statement of Work, the Customer shall pay each invoice submitted by Rule13 in respect of the Services within 7 days of the date of the invoice and, where the Services relate to Products to be supplied under an Order, in any event prior to the date of delivery of those Products.

3.10All amounts payable by the Customer under the Contract in respect of the Services are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by Rule13 to the Customer, the Customer shall, on receipt of a valid VAT invoice from Rule13, pay to Rule13 such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

Common payment terms

3.11Each invoice shall be paid by the Customer in full and in cleared funds to a bank account nominated in writing by Rule13, by the earlier of the date set out in clause 3.6 or clause 3.9 (as applicable) and the date set out in the invoice, and time for payment shall be of the essence of the Contract.

3.12If the Customer fails to make a payment due to Rule13 under the Contract by the due date, then, without limiting Rule13’s remedies under clause 7 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3.12 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

3.13All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4. Limitation of Liability

The Customer’s attention is particularly drawn to this clause.

4.1The limits and exclusions in this clause reflect the insurance cover Rule13 has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

4.2The restrictions on liability in this clause 4 apply to every liability arising under or in connection with the Contract, whether relating to the Products or the Services, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

4.3Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

4.3.1death or personal injury caused by negligence;

4.3.2fraud or fraudulent misrepresentation;

4.3.3breach of the terms implied by section 12 of the Sale of Goods Act 1979;

4.3.4breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

4.3.5defective products under the Consumer Protection Act 1987.

4.4Subject to clause 4.3 (Liabilities which cannot legally be limited):

4.4.1the following types of loss are wholly excluded:

4.4.1.1loss of profits;

4.4.1.2loss of sales or business;

4.4.1.3loss of agreements or contracts;

4.4.1.4loss of anticipated savings;

4.4.1.5loss of use or corruption of software, data or information;

4.4.1.6loss of or damage to goodwill; and

4.4.1.7indirect or consequential loss; and

4.4.2Rule13’s total liability to the Customer for any losses not set out in clause 4.4.1:

4.4.2.1arising out of or in connection with the sale of the Products shall in no event exceed an amount equal to the total price paid by the Customer to Rule13 for the Products under the Contract. For this purpose, the total price paid excludes any amount paid in respect of the Duty and value added tax; and

4.4.2.2arising out of or in connection with the supply of the Services shall in no event exceed an amount equal to the total Charges paid by the Customer to Rule13 for the Services under the Contract.

4.5Rule13 has given commitments as to compliance of the Services with relevant specifications in clause 17 (Supply of Services). In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

4.6Nothing in this clause 4 limits the Customer’s liability under any indemnity given in clause 11.2, clause 12.4.4 or clause 12.6.

4.7Unless the Customer notifies Rule13 that it intends to make a claim in respect of an event within the notice period, Rule13 shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

4.8This clause 4 shall survive termination of the Contract.

5. Intellectual Property Rights

5.1Subject to clause 5.6, all Intellectual Property Rights in the Products, the Specification (including any recipe or formulation), the Deliverables, or otherwise arising out of or in connection with the Contract (other than Intellectual Property Rights in the Customer Materials) shall be owned by Rule13 or its licensors. Nothing in the Contract shall transfer to the Customer ownership of any such Intellectual Property Rights.

5.2Rule13 grants to the Customer a non-exclusive, royalty-free, non-transferrable licence during the term of the Contract to use the Deliverables (excluding any Bespoke Recipe) solely for the purpose of receiving and using those Deliverables in its business for the purpose for which they were provided. Where the Deliverables include any third party Intellectual Property Rights, the Customer shall comply with any and all licence terms applying to such Intellectual Property Rights, and breach of such terms shall be a breach of the Contract.

Bespoke Recipes

5.3Where the Services involve the creation of any Bespoke Recipes, the Customer acknowledges that Rule13 will remain the owner of all Intellectual Property Rights in those Bespoke Recipes and the Customer will not have any rights in relation to the Bespoke Recipes, including without limitation the right to manufacture (or to appoint any third party to manufacture) any products to such Bespoke Recipes.

5.4Rule13 agrees that where the Customer continues to meet and pay in full for the minimum order value for exclusivity as set out in the Statement of Work, Rule13 will not manufacture or supply products made to that Bespoke Recipe for any other customer. In the event that the Customer fails to meet and pay in full for the minimum order value at any time, Rule13 shall have the right to supply products made to that Bespoke Recipe to other customers and the Customer’s exclusivity will not be reinstated unless expressly agreed by Rule13 in writing.

Bespoke Designs

5.5Where the Services involve the design and creation of a bespoke brand, logo or packaging design (“Bespoke Design”), the Intellectual Property Rights in that Bespoke Design will remain the property of Rule13 and, save as set out in clause 5.6, the Customer will not have any rights in relation to that Bespoke Design, including without limitation the right to produce (or to licence any third party to produce) any products featuring that Bespoke Design.

5.6In the event that the Customer orders Products from Rule13 featuring the Bespoke Design of the applicable minimum order value set out in the Statement of Work, ownership of the Intellectual Property Rights in the Bespoke Design will transfer automatically to the Customer upon receipt in full by Rule13 of that applicable minimum order value.

Customer Materials

5.7The Customer grants Rule13 a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of supplying the Products or providing the Services (as applicable) to the Customer. The Customer warrants to Rule13 that the Customer Materials and the use of the Customer Materials by Rule13 in the supply of the Products or the provision of the Services will not infringe the rights (including without limitation the Intellectual Property Rights) of any third party. The Customer shall indemnify Rule13 against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Rule13 in connection with any claim made against Rule13 for actual or alleged infringement of a third party’s rights (including Intellectual Property Rights) arising out of or in connection with Rule13’s use of the Customer Materials. This clause 5.7 shall survive termination of the Contract.

6. Data Protection

6.1Each party agrees to comply with all applicable data protection laws.

6.2In the event that Rule13 processes personal data on behalf of the Customer in relation to the supply of the Products or the provision of the Services:

6.2.1the parties agree that the Customer will be the controller of that personal data and Rule13 will be the processor of that personal data;

6.2.2the subject matter, nature, purpose and other details of the processing to be carried out by Rule13 as data processor will be agreed by the parties in the Order or the Statement of Work (as applicable); and

6.2.3the data processing addendum set out in Schedule 1 to these Conditions will apply.

7. Termination

Termination for convenience (Services)

7.1Without affecting any other right or remedy available to it, unless otherwise agreed in the Statement of Work, either party may terminate the Contract insofar as it relates to the Services by giving the other party 30 Business Days’ written notice.

Termination for cause

7.2Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

7.2.1the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;

7.2.2the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

7.2.3the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

7.2.4the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

7.3Without limiting its other rights or remedies, Rule13 may also terminate the Contract insofar as it relates to the Products with immediate effect by giving written notice to the Customer if any approval or registration held by the Customer under the Duty Stamps Scheme or in respect of the Duty is refused, suspended or revoked, or the Customer breaches clause 12.5 (Duty Stamps).

Suspension and termination for non-payment

7.4Without limiting its other rights or remedies, Rule13 may suspend supply of the Products and/or the Services under the Contract or any other contract between the Customer and Rule13 if the Customer becomes subject to any of the events listed in clause 7.2.2 to clause 7.2.4, or Rule13 reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

7.5Without limiting its other rights or remedies, Rule13 may terminate the Contract insofar as it relates to the Products with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract in respect of the Products on the due date for payment.

7.6Without affecting any other right or remedy available to it, Rule13 may terminate the Contract insofar as it relates to the Services with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract in respect of the Services on the due date for payment and remains in default for a period of 10 days following notice by Rule13 of such late payment.

Consequences of termination

7.7On termination of the Contract for any reason, the Customer shall immediately pay to Rule13 all of Rule13’s outstanding unpaid invoices and interest and, in respect of Products supplied or Services performed but for which no invoice has been submitted, Rule13 shall submit an invoice, which shall be payable by the Customer immediately on receipt.

7.8On termination of the Contract, the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, Rule13 may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

7.9On termination of the Contract, the licences granted under clause 5 shall automatically terminate and the Customer shall have no right to continue using the Deliverables.

7.10On termination of the Contract, the Customer shall have no right to use any Bespoke Recipe or to sell products made to a Bespoke Recipe following termination, except that the Customer may sell any outstanding stocks of Products it received from Rule13 prior to termination.

7.11Unless the Bespoke Designs have been transferred to the Customer prior to termination in accordance with clause 5, on termination of the Contract the Customer shall have no right to use the Bespoke Designs or to sell products featuring the Bespoke Designs following termination, except that the Customer may sell any outstanding stocks of Products it received from Rule13 prior to termination.

7.12Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

7.13Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect, including clause 12.7 (records), clause 4 (limitation of liability) and clause 16 (recall).

8. Confidentiality

8.1Each party undertakes that it shall not at any time (whether during the Contract or after termination) disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.

8.2Each party may disclose the other party’s confidential information:

8.2.1to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and

8.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, including HMRC.

8.3Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. The Customer acknowledges that any confidential information in any product designs, formulations, recipes, Bespoke Recipes and other specifications created by or on behalf of Rule13 or its licensors will remain the confidential information of Rule13.

9. Notices

9.1Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

9.1.1delivered in person or by registered delivery service at its registered office or the address for that party set out in the Order or the Statement of Work (as applicable); or

9.1.2sent by email to the address specified in the Order or the Statement of Work (as applicable).

9.2Any notice sent to Rule13 must be copied to natalie.bullman@rule13.co.uk and enquiries@prohibition.co.uk, but sending a notice to those email addresses shall not affect deemed service under clause 9.3.

9.3Any notice shall be deemed to have been received:

9.3.1if delivered in person, on signature of a delivery receipt or at the time the notice is left at the proper address;

9.3.2if sent by registered delivery service, at the time recorded by the delivery service; and

9.3.3if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (and business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt).

9.4This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10. General

10.1Compliance with Laws. The Customer shall comply with all applicable laws, statutes, regulations and codes in force from time to time relating to the Duty and the Duty Stamps Scheme in connection with its receipt, use, sale and supply of the Products.

10.2Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

10.3Assignment and Other Dealings. Rule13 may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Rule13.

10.4Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

10.5Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.8Third Party Rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.9Governing Law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

10.10Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Part B – Terms Applicable to the Sale of Products

11. Products

11.1The Products are described in the Specification.

11.2To the extent that the Products are to be manufactured in accordance with a specification or other Customer Materials supplied by the Customer, the Customer shall indemnify Rule13 against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Rule13 in connection with any claim made against Rule13 for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Rule13’s use of such specification or Customer Materials. This clause 11.2 shall survive termination of the Contract.

11.3Rule13 reserves the right (but without obligation) to amend the Specification if required by any applicable statutory or regulatory requirement, including in connection with the Duty or the Duty Stamps Scheme.

12. Vaping Products Duty and Duty Stamps

12.1[Rule13 is approved by HMRC for the manufacture of vaping products under approval number [•] and reserves the right to use a third party to affix Duty Stamps under the Duty Stamps Scheme.]

12.2Unless the Order expressly states that the Products are supplied as Duty Suspended Goods, the Products are supplied as Duty Paid Goods. Where the Products are supplied as Duty Paid Goods:

12.2.1Rule13 will account for and pay the Duty to HMRC on the Customer’s behalf;

12.2.2Rule13 will recharge the Duty to the Customer in accordance with clause 3;

12.2.3the Products are in free circulation in the United Kingdom on delivery and the Customer may resell them in the ordinary course of its business, subject to clause 15 (Title and Risk); and

12.2.4the Customer shall not do, or permit anything to be done, which would cause a further Duty Point to arise in respect of the Products.

12.3The volume of vaping liquid on which the Duty is chargeable shall be determined by reference to the nominal fill volume stated in the Specification. Rule13’s calculation of the Duty shall be conclusive in the absence of manifest error.

12.4Where the Order expressly states that the Products are supplied as Duty Suspended Goods:

12.4.1the Customer warrants that it holds, and will maintain for so long as it holds the Products in duty suspension, all approvals and registrations required by HMRC, including approval of its Approved Premises;

12.4.2the Customer shall notify Rule13 immediately in writing if any such approval or registration is refused, varied, suspended or revoked, or if HMRC notifies the Customer that it intends to take any such step;

12.4.3Rule13 may refuse to release the Products to the Customer until it is satisfied that the Customer holds the required approvals and that the movement will be made under compliant duty suspension arrangements; and

12.4.4the Customer shall indemnify Rule13 against any Duty, assessment, penalty, interest, forfeiture or seizure, and any related costs and expenses, which Rule13 incurs as a result of any act or omission of the Customer or of any person to whom the Customer supplies the Products after the Products leave Rule13’s premises.

12.5From 1 October 2026, every individual retail unit of a vaping product sold or supplied in the United Kingdom must carry a Duty Stamp. The Customer shall not:

12.5.1remove, deface, obscure, alter, damage or reapply any Duty Stamp affixed to a Product;

12.5.2affix any Duty Stamp to a Product which Rule13 has supplied without one;

12.5.3sell or supply in the United Kingdom any Product which is required to carry a Duty Stamp and does not carry a valid one; or

12.5.4repackage or relabel any Product in a way which conceals, damages or removes a Duty Stamp.

12.6Where the Products are supplied for export, the Customer shall provide Rule13 with satisfactory evidence of export within 30 days of delivery. If the Customer fails to do so, Rule13 may invoice the Customer for the Duty which becomes chargeable, and the Customer shall pay that invoice within 7 days. The Customer shall indemnify Rule13 against any Duty, assessment, penalty or interest arising from the Customer’s failure to export the Products or to provide evidence of export.

12.7The Customer shall, on Rule13’s written request, promptly provide Rule13 with such information as Rule13 reasonably requires concerning the location, movement, storage, sale and disposal of the Products, in order to enable Rule13 to comply with its obligations to HMRC or to respond to any enquiry, assessment or inspection. The Customer shall retain records sufficient to allow the Products to be traced for a period of 6 years from delivery. This clause 12.7 shall survive termination of the Contract.

12.8Each party shall notify the other promptly in writing on becoming aware of any HMRC enquiry, assessment, inspection, seizure, detention or proceeding which relates to the Products.

12.9Clause 12.4, clause 12.6, clause 12.7 and clause 12.8 do not apply where the Customer is a Consumer.

13. Delivery

13.1Once the Products are ready for delivery, Rule13 shall notify the Customer (“Completion Notice”) and the Customer shall pay any outstanding amount which is stated to be due prior to delivery in accordance with the Order.

13.2Provided the Customer has made cleared payments of all sums required prior to delivery as set out in the Order, Rule13 shall arrange for the Products to be delivered to the location detailed in the Order or such other location as the parties may agree in writing (“Delivery Location”) or, if the Customer has requested collection, the parties shall arrange for the Customer to collect the Products from Rule13’s premises (in which case such premises will be the Delivery Location). Delivery or collection (as applicable) shall take place within 10 Business Days of the Completion Notice.

13.3Rule13 shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, any customer references, the type and quantity of the Products, the amount of Duty charged, and special storage instructions (if any).

13.4Delivery is completed on the completion of unloading of the Products at the Delivery Location or the completion of loading of the Products where the Customer is collecting the Products (as applicable).

13.5Any dates quoted by Rule13 for delivery are approximate only, and the time of delivery is not of the essence. Rule13 shall not be liable for any delay in delivery of the Products that is caused by an event outside of Rule13’s reasonable control or the Customer’s failure to provide Rule13 with adequate delivery instructions or any other instructions or information that are relevant to the supply of the Products.

13.6If Rule13 fails to deliver the Products in accordance with these Conditions, its liability shall be limited to refunding the Customer the price paid to Rule13 for any Products which Rule13 fails to deliver. Rule13 shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an event outside of Rule13’s reasonable control or the Customer’s failure to provide Rule13 with adequate delivery instructions or any other instructions or information that are relevant to the supply of the Products.

13.7If the Customer fails to accept delivery of the Products when delivery is attempted or, where applicable, fails to collect the Products on the date agreed for collection, then, except where such failure or delay is caused by Rule13’s failure to comply with its obligations under the Contract:

13.7.1delivery of the Products shall be deemed to have been completed when delivery is attempted or, where applicable, on the date agreed for collection; and

13.7.2Rule13 shall store the Products until delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance).

13.8If 10 Business Days after the date of the Completion Notice the Customer has not accepted actual delivery of the Products or collected them (as applicable), Rule13 may (without prejudice to its other rights or remedies) resell or otherwise dispose of part or all of the Products.

13.9Rule13 may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

13.10The Customer agrees that where the Products are bespoke or their ingredients or recipe have been amended, and so require approval by the MHRA and the provision of a Safety Data Sheet, Rule13 may refuse to release Products to the Customer if those Products have not been tested and approved by the MHRA and do not have a valid Safety Data Sheet, without prejudice to the testing and approval process set out in clause 19 (Testing and Acceptance).

13.11Rule13 may also refuse to release the Products to the Customer where, in Rule13’s reasonable opinion, the Products are required to carry a Duty Stamp and do not carry a valid one, or releasing the Products would cause Rule13 to breach any provision of the legislation governing the Duty or the Duty Stamps Scheme.

14. Quality

14.1Rule13 warrants that on delivery the Products shall:

14.1.1conform in all material respects with the Specification;

14.1.2be free from material defects in design, material and workmanship;

14.1.3be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

14.1.4be fit for any purpose expressly agreed in writing by Rule13.

14.2Subject to clause 14.3, if:

14.2.1the Customer gives notice in writing to Rule13 within 5 Business Days of delivery that some or all of the Products do not comply with the warranty set out in clause 14.1;

14.2.2Rule13 is given a reasonable opportunity of examining such Products; and

14.2.3the Customer (if asked to do so by Rule13) returns such Products to Rule13’s place of business at the Customer’s cost,

Rule13 shall, at its option, replace the defective Products, or refund the price of the defective Products in full.

14.3Rule13 shall not be liable for the Products’ failure to comply with the warranty set out in clause 14.1 in any of the following events:

14.3.1the Customer makes any further use of such Products after giving notice in accordance with clause 14.2;

14.3.2the defect arises because the Customer failed to follow Rule13’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

14.3.3the defect arises as a result of Rule13 following any drawing, design or specification or other Customer Materials supplied by the Customer;

14.3.4the Customer alters or repairs such Products without the written consent of Rule13;

14.3.5the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

14.3.6the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

14.4Except as provided in this clause 14, Rule13 shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 14.1.

14.5The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

14.6These Conditions shall apply to any repaired or replacement Products supplied by Rule13.

15. Title and Risk

15.1The risk in the Products shall pass to the Customer on completion of delivery (whether on completion of unloading at the Delivery Location or completion of loading on collection by the Customer or by virtue of clause 13.7).

15.2Title to the Products shall not pass to the Customer until the earlier of:

15.2.1Rule13 receiving payment in full (in cleared funds) for the Products and any other goods that Rule13 has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and

15.2.2the Customer reselling the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 15.4.

15.3Until title to the Products has passed to the Customer, the Customer shall:

15.3.1store the Products separately from all other goods held by the Customer so that they remain readily identifiable as Rule13’s property;

15.3.2not remove, deface or obscure any identifying mark, Duty Stamp or packaging on or relating to the Products;

15.3.3maintain the Products in satisfactory condition and keep them insured against all risks for their full price, including the Duty, from the date of delivery;

15.3.4notify Rule13 immediately if it becomes subject to any of the events listed in clause 7.2.2 to clause 7.2.4; and

15.3.5give Rule13 such information relating to the Products as Rule13 may require from time to time.

15.4Subject to clause 15.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Rule13 receives payment for the Products. However, if the Customer resells the Products before that time:

15.4.1it does so as principal and not as Rule13’s agent; and

15.4.2title to the Products shall pass from Rule13 to the Customer immediately before the time at which resale by the Customer occurs.

15.5If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2.2 to clause 7.2.4, then, without limiting any other right or remedy Rule13 may have, the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately and Rule13 may at any time:

15.5.1require the Customer to deliver up all Products in its possession that have not been resold; and

15.5.2if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

16. Product Recall and Withdrawal

16.1If the Customer becomes aware of or is the subject of a request, court order or other directive of a governmental or regulatory authority (including HMRC, the MHRA and Trading Standards) to withdraw any Products from the market (“Recall Notice”) it must immediately notify Rule13 in writing and attach a copy of the Recall Notice.

16.2Unless required by law, the Customer may only undertake a recall or withdrawal of the Products from the market with the written permission of Rule13 and in accordance with clause 16.4.

16.3Rule13 may issue a notice to recall or withdraw the Products from the market (“Voluntary Recall Notice”) if:

16.3.1the supply or use of the Products infringes, or may infringe, a third party’s intellectual property rights;

16.3.2the Products are, or may be, unsafe;

16.3.3the Products are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard;

16.3.4the Products do not carry a valid Duty Stamp where one is required, or a Duty Stamp has been incorrectly applied, damaged or duplicated;

16.3.5the Duty has not been correctly accounted for in respect of the Products;

16.3.6a defect in the Product may cause harm to Rule13’s reputation or brand; or

16.3.7any other reasonable ground.

16.4The Customer agrees to:

16.4.1comply with any Recall Notice or Voluntary Recall Notice;

16.4.2give such assistance as Rule13 reasonably requires to recall or withdraw the Product from the market, and comply with Rule13’s instructions about the process of implementing that recall or withdrawal; and

16.4.3maintain records of the onward sale and supply of the Products which are sufficient to identify the persons to whom the Products have been supplied and the quantities supplied.

16.5Where Rule13 issues a Voluntary Recall Notice other than as a result of the Customer’s act or omission, Rule13 will reimburse the Customer the price paid for the recalled Products, including any Duty charged on them.

Part C – Terms Applicable to the Supply of Services

17. Supply of Services

17.1Rule13 shall supply the Services to the Customer in accordance with the Statement of Work in all material respects including any specifications agreed in that Statement of Work.

17.2Rule13 shall use reasonable endeavours to meet any performance dates specified in the Statement of Work or otherwise agreed in writing with the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

17.3Rule13 warrants to the Customer that the Services will be provided using reasonable care and skill.

18. Customer’s Obligations

18.1The Customer shall:

18.1.1ensure that the terms of the Statement of Work and any information provided to Rule13 by the Customer is complete and accurate;

18.1.2co-operate with Rule13 in all matters relating to the Services;

18.1.3provide Rule13 with such information and materials as Rule13 may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

18.1.4obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

18.1.5comply with all applicable laws, statutes, regulations and codes from time to time in force in relation to the Customer’s receipt, use and supply of the Services and Deliverables; and

18.1.6comply with any additional obligations as set out in the Statement of Work.

18.2If Rule13’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

18.2.1without limiting or affecting any other right or remedy available to it, Rule13 shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Rule13’s performance of any of its obligations;

18.2.2Rule13 shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Rule13’s failure or delay to perform any of its obligations as set out in this clause 18.2; and

18.2.3the Customer shall reimburse Rule13 on written demand for any costs or losses sustained or incurred by Rule13 arising directly or indirectly from the Customer Default.

19. Testing and Acceptance

19.1Where the Services involve the creation of a Bespoke Recipe, Rule13 will prepare samples for approval by the Customer. Each Bespoke Recipe will remain the Confidential Information of Rule13 and shall not be disclosed to the Customer.

19.2Upon receipt of the samples the Customer will trial the samples in the form of their intended use (vape or such other intended use as is set out in the Statement of Work) and confirm to Rule13 if such samples are approved in writing within 10 Business Days of receipt. If the samples are not approved by the Customer, Rule13 shall, if it considers it reasonable, make such alterations as it considers necessary and provide a further sample to the Customer for approval in accordance with this clause 19.2.

19.3Where set out in the Statement of Work and subject to the Customer paying the relevant Charges as set out in the Statement of Work, Rule13 will arrange for:

19.3.1the approved samples to be tested by the Scientific Partners; and

19.3.2if the nature of the products requires approval from the MHRA, the approved samples to be tested by the MHRA; and

19.3.3the preparation of a Safety Data Sheet for the products.

19.4The Customer acknowledges that Rule13 is not responsible for the acts and omissions of the Scientific Partners or the MHRA and cannot control the speed at which testing is performed by the MHRA.

19.5In the event that changes in the applicable laws result in MHRA approval being withdrawn or additional approval being required, the Customer may request that Rule13 make the necessary amendments to the Product formulation or recipe and resubmit the Product to the MHRA for testing, subject to the Customer paying Rule13’s costs and expenses for such amendment and testing (as notified to the Customer by Rule13).

19.6Where the Customer requests that Rule13 make any alterations to the formulation or recipe for a Product, any such changes will be subject to the Customer paying Rule13’s costs and expenses for those changes (as notified to the Customer by Rule13).

19.7The Customer shall pay Rule13 for all testing or retesting fees and shall indemnify Rule13 for any costs and expenses it incurs directly or indirectly relating to the testing procedure set out in this clause 19 and the submission or resubmission of samples to the relevant Scientific Partners and the MHRA.

19.8The Customer acknowledges that Rule13 may refuse to release products to the Customer if those products have not been tested and approved by the MHRA and do not have a valid Safety Data Sheet.

Schedule 1 – Data Processing Addendum

1. Definitions

1.1In this Schedule “Data Protection Law” means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018. Any terms or words defined in Data Protection Law and used in a provision of this Schedule relating to personal data shall, for the purposes of that provision, have the meaning set out in Data Protection Law.

1.2In the event of any conflict in relation to the data protection provisions of this Schedule and the main body of the Contract, the provisions of this Schedule shall take precedence.

2. Data Protection

2.1This Schedule shall be read in accordance with Data Protection Law. In the event that any term, condition or provision of the Contract is deemed invalid, unlawful, unenforceable or non-compliant with Data Protection Law to any extent, it shall be deemed modified to the minimum extent necessary to make it valid, legal, enforceable and compliant under Data Protection Law whilst maintaining the original intention of the Contract.

2.2This Schedule is intended to ensure that the Customer’s appointment of Rule13 is compliant with Data Protection Law.

2.3Rule13 and the Customer each acknowledge their understanding that for the purposes of Data Protection Law, the Customer is the data controller and Rule13 is the data processor in relation to any personal data processed on behalf of the Customer in connection with the performance by Rule13 of its obligations under the Contract. Where, in respect of any personal data, the Customer is a data processor on behalf of a third party, the Customer warrants that the Customer’s instructions and actions regarding such personal data (including the appointment of Rule13 as a data processor) have been authorised by such third party.

2.4The parties agree that Rule13 will process the personal data for the duration of the Contract and thereafter until deleted or returned by Rule13 in accordance with the Contract (or as otherwise agreed between the Customer and Rule13). The types of personal data to be processed will be any personal data relating to individuals (being the data subjects) provided to Rule13 by (or at the direction of) the Customer or its authorised third parties.

3. Data Protection Obligations

3.1The Customer and Rule13 shall each comply with all applicable requirements of Data Protection Law. This Schedule is in addition to, and does not relieve, remove or replace, either of their obligations under Data Protection Law.

3.2Without prejudice to the generality of paragraph 3.1, the Customer will ensure that it has all necessary consents and notices in place to enable the lawful transfer of the personal data to Rule13 for the duration and purposes of the Contract, and that its instructions to Rule13 shall not infringe (or otherwise place Rule13 in breach of) Data Protection Law.

3.3Without prejudice to the generality of paragraph 3.1, Rule13 shall, where it acts as a data processor on behalf of the Customer:

3.3.1process that personal data only on the documented instructions of the Customer (and the Customer hereby instructs Rule13 to process that personal data as required to perform its obligations under the Contract) unless Rule13 is otherwise required by Applicable Law (being the laws of England and Wales or of any member of the European Union or the laws of the European Union applicable to Rule13) to process personal data (in which case Rule13 shall notify the Customer of this before performing the processing required by Applicable Law unless Applicable Law prohibits Rule13 from so notifying the Customer on important grounds of public interest);

3.3.2only appoint sub-processors as permitted under this Schedule;

3.3.3ensure that it has in place appropriate technical and organisational measures as required by Data Protection Law;

3.3.4ensure that all its personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

3.3.5not transfer any personal data outside of the Permitted Territory (being the European Union and the UK) unless it does so in accordance with Data Protection Law (and the Customer hereby authorises Rule13 to enter into any standard clauses required or provided for by Data Protection Law on its behalf and in its name as a data exporter and controller) and the prior written authorisation of the Customer has been obtained or such transfer is on the written instructions of the Customer (and the Customer hereby instructs and authorises Rule13 to transfer personal data outside the Permitted Territory where required for the provision of the Services, including but not limited to where personal data is accessed by or on behalf of the Customer from outside the Permitted Territory, and where the Customer has been notified that an authorised sub-processor is located or stores or accesses personal data outside the Permitted Territory);

3.3.6taking into account the nature of the processing, assist the Customer, at the Customer’s cost (to the extent not already included in the charges payable by the Customer), by appropriate technical and organisational measures in responding to any request from a data subject (insofar as this is possible) and in ensuring compliance with the Customer’s obligations under Data Protection Law with respect to (taking into account the information available to Rule13) security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

3.3.7notify the Customer without undue delay on becoming aware of a personal data breach, and (with regard to its obligations under paragraph 3.3.9) immediately inform the Customer if (in Rule13’s opinion) an instruction of the Customer’s infringes Data Protection Law;

3.3.8delete all personal data and copies thereof within a reasonable period following termination of the Contract or delete or return such personal data to the Customer upon the request of the Customer if earlier (unless required by Applicable Law to store the personal data); and

3.3.9make available to the Customer all information necessary to demonstrate its compliance with this Schedule and Data Protection Law (which shall remain Rule13’s confidential information and which the Customer shall not disclose or use other than to confirm Rule13’s compliance with Data Protection Law) and allow for and contribute to audits by the Customer or the Customer’s designated auditor at the Customer’s expense, provided that such audits take place no more than once in each calendar year, are on reasonable written notice during business hours and subject to such reasonable measures as Rule13 (or any sub-processor) requires in relation to its security and confidentiality requirements and not causing disruption to its business activities.

3.4The Customer specifically authorises the appointment of any sub-processor set out in the Contract or otherwise notified to the Customer prior to the date of the Contract or any amendment to it and generally authorises Rule13 to appoint further or alternative sub-processors. Where Rule13 appoints or replaces a sub-processor it shall notify the Customer not less than 30 days in advance of any intended changes concerning the addition or replacement of such sub-processors. If the Customer wishes to object to such changes, it must do so within 30 days of receiving such notice, by notifying Rule13 in writing accompanied by its reasons for such objection. Following any such objection, Rule13 may engage with the Customer to provide alternatives or assurances in relation to such change. If the Customer (acting reasonably in relation to its legal or regulatory compliance obligations) continues to object to such changes the Customer may, within 30 days of receipt of the original notice, terminate on written notice without penalty the relevant services directly affected by that change. Where the Customer does not provide written notice of such termination, or continues to use such services following the change, it shall be deemed to have accepted such change. Rule13 shall remain fully liable for all acts or omissions of any sub-processor engaged by it (and such engagements shall be on such sub-processors’ terms of business which incorporate data protection obligations which are the same or more onerous in their effect as those set out in this Schedule).