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Your membership and licences

2. Agreement

2.1 This Framework Agreement governs the overall relationship of the Parties in relation to the Services provided by GS1 UK to the Member and/or the responsibilities of a Partner.

2.2 This Framework Agreement commences on the Framework Commencement Date and shall automatically renew on an annual basis on the Renewal Date unless and until terminated in accordance with this Framework Agreement (“Framework Term”).

2.3 The Member shall be entitled from time to time during the Framework Term to request in writing the provision of Additional Services from GS1 UK, and nothing in this Framework Agreement shall oblige GS1 UK to provide Additional Services requested.

2.4 A Service Contract shall not enter into force, be legally binding or have any other effect unless:

2.4.1 the Service Contract Terms and Conditions have been accepted by the authorised representatives of the Member;

2.4.2 as at the date the Service Terms and Conditions are accepted this Framework Agreement has not been terminated; and

2.4.3 GS1 UK accepts the request for Additional Services.

2.5 Each Service Contract:

2.5.1 shall be entered into by GS1 UK and the Member; and

2.5.2 forms a separate contract between the Parties.

2.6 Any amendments to this Framework Agreement agreed by the Parties in accordance with clause 24 shall be deemed to apply to all future Service Contracts entered into after the date of such amendment.

3. Membership services

3.1 Where a Member is an individual, in order for the Member to satisfy the eligibility requirements of a Member, it warrants that it is over the age of 18 years old.

3.2 GS1 UK shall supply the Membership Services in accordance with the terms of this Framework Agreement during the Framework Term.

3.3 If information provided by the Member becomes out of date, invalid or is not accurate, GS1 UK reserves the right at any point to amend the Membership Fee accordingly, and apply any changes to the Membership Fee on a retrospective and pro rata basis.

3.4 The Member Account Services shall be provided free of charge as a Membership benefit to Members, however, GS1 UK reserves the right to review this position and charge a fee for the Member Account Services, at any point.

3.5 In relation to the Member Account Services, GS1 UK:

3.5.1 reserves the right to suspend, amend, update, add to, vary or discontinue the Member Account Services at any point;

3.5.2 owns all Intellectual Property Rights in relation to the content contained in the Member Account in relation to the Member Account Services (not including Member Data);

3.5.3 makes no warranties or representations as to the accuracy of the information provided through the Member Account Services;

3.5.4 cannot guarantee that the Member Account 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;

3.5.5 will not be responsible for any loss suffered as a result of data which is incorrectly uploaded to a Member Account Service (Including but not limited to the My Numberbank Service portal). It is the responsibility of the Member to ensure that all uploaded data, is uploaded in the correct manner;

3.5.6 shall have no liability to the Member for any loss it suffers as a result of its use of the Member Account Services.

3.6 The Member Account Services are for use by the Member, Users and Admin Users only and the Member shall ensure that no other third party has access to the Member Account Services.

4. Member account

4.1 Upon commencement of the Membership Services and prior to having access to the Member Account, the Member will be required to appoint at least one Admin User and will need to ensure that the Admin User(s) are registered on the Member Account.

4.2 The Admin Users can then register Users or other Admin Users to the Member Account.

4.3 To register as a User or Admin User, the Admin Users must ensure that the User or Admin User :

4.3.1 is over the age of 18;

4.3.2 is an employee of the Member; and

4.3.3 only accesses the Member Account acting as agent, employees or a consultant of the Member.

4.4 Where an Admin User or User ceases to comply with the provisions in clause 4.3, the Member shall immediately terminate that Admin User or User’s access to the Member Account.

4.5 Where a Member, User or Admin User are allocated a password to access the Member Account the Member shall procure that the Users and Admin Users:

4.5.1 be responsible for all use of the Services accessed through that password;

4.5.2 prevent any unauthorised third party from using or accessing the password;

4.5.3 take reasonable and proportionate security measure to keep the password secure and safe; and

4.5.4 immediately change the password and notify GS1 UK as soon as the Member, User and or Admin User, become aware of, or suspect that the password has become known to an unauthorised third party.

4.6 Where a Member, User or Admin User access the Member Account they shall each:

4.6.1 keep all information accessed confidential and not disclose this to any third party;

4.6.2 ensure that appropriate and up-to-date virus protection program is used on any device which it uses to access the Member Account;

4.6.3 permit GS1 UK to publish the Member’s name as a user of the Services.

4.7 GS1 UK reserves the right to suspend the Member’s, the User’s and/or the Admin User’s use of the Member Account where:

4.7.1 at GS1 UK’s sole discretion, the acts and omissions of the Member and/or Users have or may damage the goodwill and/or reputation of GS1 UK;

4.7.2 at GS1 UK’s sole discretion, the Member and/or Users have not used the Services in accordance with the provisions of this Framework Agreement;

4.7.3 maintenance of the Member Account is required (as determined by GS1 UK);

4.7.4 there is an attack or sever issue which affects the Member Account;

4.7.5 the Member has failed to pay the Membership Fees in accordance with clause 14 of this Framework Agreement.

4.8 GS1 UK does not make any guarantee that the Member Account will be available at all times or that it will be error free.

4.9 GS1 UK reserves the right to make changes and updates to the Member Account at its discretion.

5. Licence

5.1 GS1 UK grants the Member an exclusive, non-transferable, revocable licence to allocate to Member Products a Barcode Number for use on that Member Product. Once allocated to a Member Product for that Member Product to enter market, that Barcode Number cannot be re-used on an additional Member Products.

5.2 Where a Member purchases Additional Numbers under a Service Contract, GS1 UK grants the Member an exclusive, non-transferable, revocable licence to use and allocate to Member Products the Additional Numbers which may form part of a Barcode Number licenced under a Service Contract for the term set out in the relevant Service Contract (Additional Number Licence).

5.3 Where a Member creates a GLN through the My Numberbank Service GS1 UK grants the Member an exclusive, non-transferable, revocable licence to use the GLN from its creation until the earlier of:

5.3.1 the termination or transfer to a third party of the Global Company Prefix Number (to which the GLN relates); or

5.3.2 the termination of this Framework Agreement.

5.4 In relation to the Reference Numbers and Additional Numbers, once the number has been allocated to a Member Product, the number allocated to the Member Product can be used by any third party in relation to the Member Product during the lifetime of that Member Product to ensure consistency with identification of Member Products in accordance with the GS1 Numbering System.

5.5 The Member undertakes:

5.5.1 not to use any numbers which copy or are in anyway similar to the GS1 Numbering System;

5.5.2 only use GS1 UK Numbers and/or GLNs that have been licensed by GS1 UK to them;

5.5.3 not to use any numbers which have been allocated by GS1 UK to any third party or are in the GS1 Numbering System but have yet to be allocated;

5.5.4 not to sub-licence any GS1 UK Numbers and or GLNs it has a licence for;

5.5.5 not to alter any GS1 UK Numbers or GLNs it has a licence for (for the avoidance of doubt the Member will not be deemed to have altered the GS1 UK Numbers or GLN in the event that the Member adds more digits to the GS1 UK Numbers or GLN in accordance with the GS1 Numbering System);

5.5.6 and accepts that GS1 UK or its licensors own the rights and title to the GS1 UK Numbers/ GLNs and all relating Intellectual Property Rights, and will not do anything which may in anyway impair GS1 UK or its licensor’s rights;

5.5.7 not to permit anyone else to allocate GS1 UK Numbers or GLNs issued to the Member to identify Member Products;

5.5.8 not at any time, either during the term of this Framework Agreement or after termination, directly or indirectly: to (i) challenge, call into question or raise any questions concerning the validity or ownership of the GS1 UK Numbers/GLNs or related Intellectual Property; or (ii) use or seek registration of any Intellectual Property rights including any design which incorporates or includes, or is substantially identical to, or similar to, the GS1 UK Numbers/GLNs or related Intellectual Property Rights without GS1 UK’s prior written consent.

5.6 GS1 UK reserves the right to share the details of the GS1 UK Numbers/GLNs it licences to a Member with any third party at its discretion.