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TrueSource – Service Contract Terms and Conditions

GS1 UK and the Member (defined in the Order Form) entered into a framework agreement as described in the Order Form (“Framework Agreement”), allowing the Member to request services from GS1 UK. Pursuant to the Framework Agreement, the Member requests certain services to be provided by GS1 UK, and GS1 UK agrees to provide such services to the Member in accordance with these service contract terms and conditions and the Framework Agreement (“Service Contract”).

Agreed terms

1. Interpretation

1.1 All capitalised terms used in these Service Contract Terms and Conditions which are not defined in these Service Contract Terms and Conditions shall have the meaning given to those terms in the Framework Agreement:

Acceptance shall have the meaning in clause 2.4;
Commencement Date shall have the meaning in clause 2.5;
Company Administrator means a user of TrueSource who has full access to Items and subscriptions and who can edit company information;
Data Recipient means a company who receives information regarding Items which have been published via the GDSN by a Member, or who may subscribe to an Item;
Editor(s) means a user of TrueSource who has full access to Items and subscriptions;
GDSN means the Global Data Synchronisation Network;
Order Form means the order form completed by the Member;
Fees means the fees (including the Initial Fee and Renewal Fees) set out in the Order Form for Services;
Initial Fee means the fees for the Services from the Commencement Date to the Renewal Date as set out in the Order Form;
Item means information uploaded in relation to a product including a description, the relevant GTIN, the target market and the unit descriptor by a User on behalf of a Member and listed in TrueSource;
Licence a non-exclusive, non-transferable, revocable licence to use and access TrueSource for business purposes in accordance with the Service Contract during the Licence Term;
Licence Term shall have the meaning in clause 3.3;
Order Form means the order form completed by the Member;
Member Content means data imputed into TrueSource by or on behalf of a Member;
Renewal Date means 12 months from the Commencement Date;
Renewal Fees shall have the meaning in clause 6.2;
Services means the licence to (1) enable the Member to input and modify information it uploads to TrueSource and publish such information via the GDSN, and (2) see details of those Data Recipients who subscribe to Items listed by the Member;
Service Contract Terms and Conditions means these terms and conditions which incorporate the Order Form;
Terms of Participation Agreement means that terms of participation agreement between GS1 Data Excellence Inc and the Member in relation to the GDSN from time to time;
TrueSource means the software licenced by GS1 UK and found at https://truesource.gs1uk.org/ to enable the provision of the Services;
User means a Viewer, Company Administrator and/or an Editor;
Viewer(s) means a user of TrueSource who can view Items and subscriptions only.

2. Services

2.1 In the event of any inconsistency between the Framework Agreement, the Service Contract Terms and Conditions and the Order Form, the following order of precedence shall apply (1) Service Contract Terms and Conditons (2) Framework Agreement, and (3) Order Form.

2.2 To apply for the Services, the Member must complete an Order Form (agreeing to be bound by this Service Contract), together with providing GS1 UK with any additional information it may require in respect of the Services, as applicable or requested.

2.3 GS1 UK is not obliged to accept all Order Forms, and reserves the right (prior to the collection of payment) not to provide the Services to the Member for any reason.

2.4 Once an Order Form has been submitted by the Member and GS1 UK have confirmed acceptance of such Order Form by email to the Member (“Acceptance”), GS1 UK shall request payment of the Initial Fee.

2.5 Access to the Services shall commence within two Business Days of Acceptance (“Commencement Date”).

2.6 Where the Member fails to provide sufficient information to GS1 UK to complete the Services, this may result in the Member not receiving the Services. GS1 UK will not be responsible for any loss the Member suffers as a result of this.

2.7 Where the Member completes an Order Form requesting the Services, the Order Form shall be deemed received on the day of submission.

2.8 To access the Services the Member will be required to ensure:

2.8.1 it has access to the internet to enable it to access TrueSource;
2.8.2 it sets up at least one log-in account which will be password protected; 
2.8.3 it follows the reasonable instructions of GS1 UK in relation to configuration and set up; and
2.8.4 it has the systems necessary to enable access to TrueSource as communicated form GS1 UK from time to time.

2.9 Access to the Services enables a Member to:

2.9.1 create, edit, validate and publish Items via the GDSN; and
2.9.2 receive and read subscriptions by Data Recipients to Items the Member has published.

3. Licence

3.1 Other than Member Content which includes information licenced to the Member by GS1 UK, the Member shall own Intellectual Property Rights in the Member Content it uploads to TrueSource.

3.2 Subject to clause 3.1, all Intellectual Property Rights contained in TrueSource including but not limited to improvements, shall be owned by GS1 UK. The Member hereby agrees to execute all documents, make all application and give all assistance to GS1 UK required to ensure that the Intellectual Property Rights referred to in this clause 3.2 vest in GS1 UK.

3.3 Subject to the payment of Fees, GS1 UK shall grant the Member (and its authorised Users) the Licence from the Commencement Date until the Renewal Date. Thereafter, the Member shall be entitled to request an extension of the Licence for subsequent 12 month periods on an annual basis by paying the Renewal Fees where accepted by GS1 UK the licence shall continue for any renewed period. GS1 UK reserves the right to reject any request for an extension at its discretion (“Licence Term”).

3.4 Upon the expiration of the Licence Term, the Member shall not be entitled to use the Licence and will need to submit a new Order Form for use of the Services.

3.5 The Member hereby grants GS1 UK a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferrable licence (with the right to sub-licence) to use Member Content for the purpose of providing the Services and for any other business purpose required.

4. TrueSource

4.1 In relation to TrueSource, GS1 UK:

4.1.1 reserves the right to suspend access to TrueSource for maintenance or where required by law;
4.1.2 reserves the right to amend, update, add to or vary content not including Member Content (unless the Member provides their express consent) contained within TrueSource;
4.1.3 makes no warranties or representations as to the accuracy of the information provided through TrueSource, in particular Member Content;
4.1.4 cannot guarantee that TrueSource will be bug or virus free, and it is the responsibility of the Member to ensure that they have sufficient anti-virus protection in place;
4.1.5 will not be responsible for any loss suffered as a result of data which is incorrectly uploaded to TrueSource.

4.2 TrueSource should only be accessed by those Users authorised to act on behalf of the Member only.

4.3 Upon commencement of the Services and prior to having access to TrueSource, the Member will be required to appoint at least one Company Administrator, and will need to ensure that the Editor(s) and Viewer(s) are registered accordingly.

4.4 To register a User, the Company Administrator must ensure that the User is:

4.4.1 over the age of 18;
4.4.2 an employee, consultant or officer of the Member; and
4.4.3 only accesses the Member Account acting as agent, employees or a consultant of the Member.

4.5 Where a User ceases to comply with the provisions in clause 4.4, the Member shall immediately terminate that relevant individual’s access to TrueSource.

4.6 Upon request, the Member shall provide GS1 UK with an up to date list of all current Users within five (5) Business Days from the date of the request.

4.7 Where a User accesses TrueSource on behalf of the Member, the Member shall procure that it and any individual accessing TrueSource shall:

4.7.1 be responsible for all use of the Services accessed through that password;
4.7.2 prevent any unauthorised third party from using or accessing the password;
4.7.3 take reasonable and proportionate security measure to keep the password secure and safe;
4.7.4 immediately change the password and notify GS1 UK as soon as the Member becomes aware of, or suspect that the password has become known to an unauthorised third party;
4.7.5 keep all information accessed confidential and not disclose this to any third party;
4.7.6 ensure that appropriate and up-to-date virus protection program is used on any device which it uses to access TrueSource.

4.8 A User will ensure that the information (including personal data) it uploads to TrueSource is accurate and up to date.

4.9 GS1 UK does not make any guarantee that TrueSource will be available at all times or that it will be error free or un-interrupted. GS1 UK will not be responsible for delays, delivery failures or any other loss or damage resulting from the transfer of data. The Member acknowledges that the Services may be subject to limitations, delays or other problems.

4.10 It is the Members obligation to identify from Data Recipients and trading partners the information they require to complete the Items.

4.11 Once Items are published through TrueSource, the Member is aware that this will be published via the GDSN and will be made available to those third parties who are Data Recipients and who have subscribed to receive such information. GS1 UK will not be liable for any loss suffered by the Member where Items are published by the Member and made publically available.

4.12 Where exporting data through TrueSource, the Member will ensure it has the necessary programs (and required licences) to export such information.

4.13 The Member shall ensure that at all times it has accepted and abides by the Terms of Participation Agreement, and shall indemnify the GS1 UK for any loss it suffers as a result of a Member’s failure to adhere to its obligations under this this clause 4.13.

5. Obligations of the member

5.1 The Member agrees to:

5.1.1 comply with any reasonable instructions, rules or guidelines provided by GS1 UK (from time to time); 
5.1.2 provide all information requested by GS1 UK (including but not limited to data, security access information and configuration information); 
5.1.3 ensure that all information it uploads to TrueSource (including Member Content) is true, complete, accurate, up to date and not misleading.

6. Fees

6.1 The Member agrees to pay the Fees set out in the Order Form.

6.2 Where the Member renews the Licence in accordance with clause 3.3, it shall be obliged to pay the Fees set out in the original Order Form for the renewed period (“Renewal Fees”). GS1 UK will generate an invoice upon Membership renewal. All Renewal Fees must be paid by Direct Debit and the Member shall be required prior to the renewal of the Services to set up a Direct Debit in favour of GS1 UK in relation to payment of the Fees. Once set up GS1 UK will collect all Renewal Fees via Direct Debit.

6.3 In the event that the Member does not set up a Direct Debit or the payment of the Fees cannot be collected via Direct Debit, all Fees shall be payable within 30 days from the date of the invoice.

6.4 GS1 UK reserves the right to amend the Fees in the event that the Member publishes over 250 unique GTINs.

7 Cancellation

7.1 In the event that the Member wishes to cancel the Licence, it can do so at any point by providing GS1 UK at least 1 months’ notice in writing.

7.2 Where the Licence is cancelled in accordance with clause 7.1, no refund to any Fees paid or payable at the point of cancellation will be made.

8 Suspension

8.1 GS1 UK reserves the right to suspend the Services, where:

8.1.1 at GS1 UK’s sole discretion, the acts and omissions of the Member have or may damage the goodwill and/or reputation of GS1 UK;
8.1.2 at GS1 UK’s sole discretion, the Member has not used the Services in accordance with the Service Contract; 
8.1.3 scheduled or unscheduled maintenance is required (as determined by GS1 UK);
8.1.4 there is an attack or sever issue which affects TrueSource;
8.1.5 the Member has failed to pay the Fees; 
8.1.6 GS1 UK reasonably believes that there has been, or could be, an incident of unauthorised access to TrueSource, through the Member’s account.

9 Termination

9.1 This Service Contract unless terminated earlier in accordance with the Framework Agreement, shall end upon the expiration of the Licence Term.

10 Consequences on termination

10.1 Upon termination of this Service Contract:

10.1.1 access to the Services shall immediately cease;
10.1.2 the Licence shall immediately terminate; 
10.1.3 all outstanding Fees shall become immediately payable;
10.1.4 information uploaded into TrueSource and made available through the GDSN shall cease to be accessible by third parties; and
10.1.5 GS1 UK shall permanently and securely delete all information uploaded into TrueSource.

11 Limitation of liability

11.1 The liability of GS1 UK in connection with the Services and/or this Service Contract to the Member whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed an amount, in aggregate, equal to 150% of the Fees that are paid by the Member for the Services in the 12 months preceding the claim.

11.2 GS1 UK shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside GS1 UK’s control including failure by the Qualifying Member to comply with any of its obligations hereunder.

11.3 The Member acknowledges that the Services may enable or assist the Member to access the content or, correspond with, and purchase products or services from, third parties and that it does so solely at its own risk. GS1 UK males no representation or warranty and shall have no liability whatsoever in relation to the content or use of, or correspondence with, any such third party content, or any such transactions completed and ant contract entered into by the Member with any third party.

12 Audit

12.1 GS1 UK reserves the right, on reasonable notice, to audit the Member’s use of the Services to establish compliance with this Service Contract. The Member agrees to permit GS1 UK access to all relevant documents, premise, records, personnel, systems and software necessary to enable GS1 UK to exercise its rights under this clause 12.1.