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Background and definitions

Parties

(1) GS1 UK LTD, a not for profit association, incorporated under the laws of England and Wales under company registration number 01256140, whose registered office is at Hasilwood House, Bishopsgate, London, EC2N 4AW (“GS1 UK”); and
(2) means the member whose details are set out in the Application Form (“Member”).

Background

(A) From time to time GS1 UK supplies Services (defined below) under this Framework Agreement and various Service Contracts (defined below).
(B) The Parties have agreed to enter into this Framework Agreement to facilitate the provision of such Services from time to time, in in some cases pursuant to a separate Service Contract in accordance with this Framework Agreement.

Agreed terms

1 Definitions and interpretation

1.1 Definitions: In this Framework Agreement and any Service Terms and Conditions (unless that Service Terms and Conditions states otherwise) the following words and expressions shall have the following meanings:

“Admin User” means the person authorised by the Member to appoint Users;
“Attributes” means the attributes required to be provided as set out in the My Numberbank Service;
“Additional Fees” means the fees for the Additional Services as set out in the relevant Service Contract;
“Additional Numbers” means any additional numbers licensed by the Member under a Service Contract, including but not limited to, GTIN-8s, GTIN-12s, additional Global Company Prefix Numbers and Reference Numbers, variable measure prefixes and UK and EU coupons;
Additional Number Licence” shall have the meaning in clause 5.2;
“Additional Services” means additional services (including but not limited to Additional Numbers) provided by GS1 UK for which the parties have entered into a Service Contract for;
“Application Form” means the GS1 UK application form whereby potential members apply to become Members;
“Barcode Image Generator Service” means the service whereby Members can generate additional barcode images to be applied against GS1 UK Numbers over and above the Free Barcode Image Generator Service;
“Barcode Number” means a number applied or to be applied to a Member Product which comprises of the Global Company Prefix Number and either a Reference Number or an Additional Number;
“Business Day” means a day of the week except Saturday, Sunday or a public holiday in England and Wales;
“Change” means any variation to the Services or to any of the provisions of the Framework Agreement and/or a Service Contract;
“Change Order” a written document prepared pursuant to clause 24 setting out details of a Change;
“Confidential Information” in relation to either Party, information (whether in oral, written or electronic form) belonging or relating to that Party, its business affairs or activities which is not in the public domain and which: (i) either Party has marked as confidential or proprietary, (ii) either Party, orally or in writing has advised the other Party is of a confidential nature or (iii) due to its character or nature a reasonable person in a like position to the recipient of such information under this Framework Agreement and/or Service Contract, and under like circumstances, would treat as confidential, including but not limited to information relating to a Party’s products, operations, processes, plans or intentions, product information, Intellectual Property Rights, market opportunities and business affairs;
“Data Controller” has the meaning given to it in the Data Protection Legislation;
“Data Processor” has the meaning given to it in the Data Protection Legislation;
“Data Protection Legislation” the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and from 25 May 2018, the General Data Protection Regulations (Regulation (EU) 2016/679) as updated form time to time, and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;
“Data Subject” has the meaning given to it in the Data Protection Legislation;
“Developments” shall have the meaning in clause 18.6;
“Electronic Form” means by email via the Member Account, by fax or any other means while in an electronic form;
“Fees” means the Membership Fees and the Additional Fees;
“Force Majeure Event” any cause affecting the performance by a Party of its obligations under this Framework Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including (but not limited to) acts of God, riots, war, acts of terrorism, fire, epidemic, severe weather conditions, flood, storm or earthquake and any disaster, compliance with law, order, rule, regulation of any government or other authority, acts of government or any other authority or shortages of labour or inability to obtain supplies;
“Framework Agreement” means this framework agreement;
“Framework Commencement Date” means the date of this Framework Agreement;
“Framework Term” has the meaning in clause 2.2;
“Free Barcode Image Generator Service” means the service whereby Members can generate up to three (3) barcode images to be applied against GS1 UK Numbers;
“GLNs” means the global location numbers comprising of a 13 digit code made up of a Member’s Global Company Prefix Number a unique location number and a check digit for validation purposes;
“Global Company Prefix Number” means the global company prefix number that is issued and licenced by GS1 UK to the Member as part of the Membership Services;
“Group” means in relation to a company, that company, any subsidiary and any holding company, together with any subsidiary of that holding company. Each company in the group is a member of the Group;
“GS1 UK Numbers” mean the Global Company Prefix Number together with the Reference Numbers or Additional Numbers;
“GS1 Numbering System” means the numbering systems and standards published and promoted by GS1 UK from time to time;
“GS1 Standards” means the relevant GS1 standards as determined by GS1 UK;
“GS1 UK Trade Marks” means the brand names, trade marks and service marks (whether registered or not including any applications for registration) with which GS1 UK and/or the GS1 Numbering System is associated;
“GTIN” means the Global Trade Item Number;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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;
“Issue” means an issue raised through the Helpdesk or via post by a User, Admin User or Member in relation to the Member Account, Membership Services or service standards which relate to registration, access, navigation and log-ins and use of the Services;
“Helpdesk” means the helpdesk support provided by contacting support@gs1uk.org or by calling 08081788799 or 02070923501;
“Member Account” means the member account accessed through gs1uk.org;
“Member Account Services” means use and access to the Member Account to use the My Numberbank Service, the Digit Calculator, the Free Barcode Image Generator Service and Training Services;
“Member Data” means all data and/or information uploaded to the Member Account (including personal data) or otherwise provided to GS1 UK, which shall include without limitation the Member Product Data;
“Member Products” means (1) products or services sold or manufactured exclusively by the Member, (2) assets or locations to be identified by the Member, (3) any other application of a GS1 UK Numbers/GLNs identified in the GS1 Numbering System;
“Member Product Data” means all data and/or information supplied by the Member relating to Member Products;
“Members” a member of GS1 UK;
“Membership” means access by a Member to the Membership Services;
“Membership Fees” means the annual fee payable by the Member in relation to the Membership Services as set out in the Application Form;
“Membership Services” means the licence of a Global Company Prefix Number, the licence of the Reference Numbers, and the Member Account Services and the Support Services provided during the during the Framework Term;
“My Numberbank Service” means the online numberbank service which records all prefixes, provides pre-generated GTINs and allows a Member to manage and record the use of licensed GS1 UK Numbers and create GLNs;
“Partner” means a partner (including a solution associate, industry partner or a digital associate) of GS1 UK as described in the relevant Service Contract Terms and Conditions;
“Party” means either the Member or GS1 UK, and “Parties” shall mean both of them;
“Reference Numbers” means the reference numbers set out in the Application Form (not including the Global Company Prefix Number) provided by GS1 UK to the Member upon the Framework Commencement Date as part of the Membership Services;
“Renewal Date” means 12 months from the Framework Commencement Date and thereafter each subsequent 12 month period;
“Service Contract” means a contract for the provision of Additional Services entered into between the Parties comprising of Service Contract Terms and Conditions and the Framework Agreement;
“Services” means the Membership Services provided under this Framework Agreement together with any Additional Services provided under a Service Contract;
“Service Contract Terms and Conditions” means the relevant Service Contract Terms and Conditions (including any Order form or Application) in relation to an Additional Service;
“Support Services” means the support services referred to in clause 6;
“ThirdParty Infringement” has the meaning in clause 18.7;
“Training Services” means the online training manuals and online courses provided through the Member Account;
“User” means a person who has been authorised by the Member in accordance with this Framework Agreement to access the Member Account;
“User Information” means information which relates to or has been directly provided by a User;
“VAT” means value added tax;
“Working Hours” means 9 am until 5pm on a Business Day.

1.2 In this Framework Agreement (except where the context otherwise requires):

1.2.1 Clause headings shall not affect the interpretation of this Framework Agreement or any Service Contract; 

1.2.2 references to any legislation shall include any statutory or other re-enactment or modification thereof (whether before or after the date of this Framework Agreement); 

1.2.3 where the context requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders; 

1.2.4 references to clauses are to clauses and in this Framework Agreement (including the Service Terms and Conditions); 

1.2.5 references to Parties include references to their respective successors in title, permitted assigns and novatees; 

1.2.6 in the case of any conflict or ambiguity between any provision contained in the body of this Framework Agreement and any provision contained in the Service Terms and Conditions, the provisions of the Service Terms and Conditions shall prevail; 

1.2.7 references to a person includes companies or other bodies corporate as well as individuals, partnerships and all types of firms, associations and unincorporated bodies; 

1.2.8 a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; 

1.2.9 any obligation on a Party not to do something includes an obligation not to allow that thing to be done; 

1.2.10 a reference to this Framework Agreement or to any other agreement or document referred to in this Framework Agreement is a reference to this Framework Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Framework Agreement) from time to time.