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Change of control and corporate

24. Change of control

24.1 GS1 UK reserves the right to amend the Membership Services:

24.1.1 where required by law, regulation, policy or industry standards;

24.1.2 where required to adhere to GS1 Standards;

24.1.3 where such change will not have an adverse material effect on the Member.

24.2 Either Party may at any time during the Framework Term propose a Change by notifying such proposal in writing to the other Party.

24.3 Subject to clause 24.1, no Change shall be implemented unless the Parties have agreed the following in a written Change Order:

24.3.1 the details of the Change;

24.3.2 any impact on the obligations of the Parties under a Service Contract or the provision of the Services arising from such a Change; and

24.3.3 any impact on the Fees.

24.4 In the event that the Parties agree any Change, this Framework Agreement and/or a Service Contract shall be deemed to have been varied from the date on which the Change was agreed, or as otherwise specified in the relevant Change.

24.5 Until such time as a Change Order has been agreed by the Parties, the Parties shall continue to conform to this Framework Agreement and/or Service Contract as if no request for a Change had been made.

25. Advertisement

25.1 GS1 UK shall be entitled to use Member’s trading name and branding to notify potential Members about whom it provides Services to.

26. Anti-bribery

26.1 The Member warrants and undertakes to GS1 UK that:

26.1.1 it will comply with applicable laws relating to taxation, exchange controls, customs matters, bribery, corruption, competition law, money laundering, trade sanctions, financial sanctions and criminal matters;

26.1.2 it will not engage in any activity, practice or conduct which could contravene the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the UK, or which could cause GS1 UK to contravene the Bribery Act 2010;

26.1.3 it has in place and will maintain adequate procedures to prevent any act of bribery being committed by it, to avoid the commission of an offence by GS1 UK under the Bribery Act 2010 and to ensure compliance with any local or internationally applicable laws relating to bribery and corruption; and

26.1.4 during the term of this Framework Agreement, it will comply with any anti-bribery policies, procedures or guidelines which any other Party may provide from time to time.

26.2 If GS1 UK suspects a breach of clause 26.1 it will have the right to suspend any Services provided under a Service Contract by providing written notice to the Member.

27. Modern slavery

27.1 The Member warrants and undertakes to GS1 UK that:

27.1.1 it will comply with all applicable laws relating to anti-slavery and human trafficking from time to time in force, including but not limited to the Modern Slavery Act 2015;

27.1.2 it will not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 and 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK, or which could cause GS1 UK to contravene the Modern Slavery Act 2015;

27.1.3 it has in place and will maintain adequate policies and procedures to prevent slavery and human trafficking being committed by it, to avoid the commission of an offence by the Lead Partner under the Modern Slavery Act 2015 and to ensure compliance with any local or internationally applicable laws relating to slavery and human trafficking; and

27.1.4 during the term of this Framework Agreement, it will comply with any anti-slavery and human trafficking policies, procedures or guidelines which any other Party may provide from time to time.

27.2 If GS1 UK suspects a breach of clause 27.1 it will have the right to suspend the Services provided under any Service Contract by providing written notice to the Member.