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Disputes, variants and other legal

28. Dispute resolution

28.1 If a dispute arises out of or in connection with this Framework Agreement or a Service Contract or the performance, validity or enforceability of it (“Dispute”) then, except as expressly provided in a Service Contract, the parties shall follow the procedure set out in this clause:

28.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, a representative from each of GS1 UK and the Member shall attempt in good faith to resolve the Dispute;

28.1.2 if the Parties are for any reason unable to resolve the Dispute in accordance with clause 28.1.2 within thirty (30) days of the Dispute Notice, the Dispute shall be referred to representatives of GS1 UK and the Member at board director level; and

28.1.3 if the Parties are still for any reason unable to resolve the Dispute within thirty (30) days of it being referred to board director level, the Parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure (“CEDR”). Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start no later than thirty (30) days after the date of the ADR notice.

28.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 42 which clause shall apply at all times.

29. Entire agreement

29.1 This Framework Agreement (including all documents referred to in this Framework Agreement and each Service 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.

29.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Framework Agreement and/or a Service Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Framework Agreement and/or a Service Contract.

30. Third party rights

30.1 A person who is not a Party to this Framework Agreement and/or a Service Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Framework Agreement and/or a Service Contract.

31. Variation

31.1 In accordance with and subject to clause 24, no variation of this Framework Agreement or a Service Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

32. Waiver

32.1 No failure or delay by a Party to exercise any right or remedy provided under this Framework Agreement or a Service Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

33. Severance

33.1 If any provision or part-provision of this Framework Agreement or a Service Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Framework Agreement or the Service Contract.

33.2 If any provision or part-provision of this Framework Agreement or a Service Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

34. Assignment and other dealings

34.1 Subject to clauses 34.2 and 34.3, neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Framework Agreement or a Service Contract without the prior written consent of the other Party. For the avoidance of doubt, in the event that any Member Products are (and/or the business relating to use of the Member Products is, in whole or in part) divested from the business of the Member, the purchaser of such Member Products and/or the business of the Member where such Member Products are divested, will not be entitled to use (and the Member will not permit the use of) GS1 UK Numbers/GLNs and/or the Additional Services in connection with such Member Products without the prior written consent of GS1 UK.

34.2 GS1 UK shall be entitled to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Framework Agreement or a Service Contract without the prior written consent of the other Party to another member of its Group.

34.3 GS1 UK shall be entitled to sub-contract any of its obligations under this Framework Agreement or a Service Contract to any other company, without requiring the consent of the Member.

35. No partnership or agency

35.1 Nothing in this Framework Agreement or a Service Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

35.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

36. Notices

36.1 All notices and other communications, including the supply of GS1 UK documentation to the Member, required or permitted under this Framework Agreement or for the purposes of administering the Membership, will be in writing and will either be delivered in one of the following manner (at GS1 UK’s discretion): (i) in Electronic Form, in accordance with the resolution passed by Members at the 2007 Annual General Meeting of GS1 UK (unless the Member opts out to receiving such communications, documentation or information in Electronic Form in accordance with Schedule 5 of the Companies Act 2006, by contacting the Service Team at GS1 UK on +44 (0808) 178 8799 or email at support@gs1uk.org); (ii) personally; (iii) sent by post or sent by facsimile transmission (and promptly confirmed by post).

36.2 Any such notice or other communication will be deemed delivered: (i) 48 hours after being sent in Electronic Form, or if made available via the Member Account, when the documentation, communication and/or information is first made available on the Member Account, or if later, when the Member is notified of the availability on the Member Account; (ii) when so delivered personally; or (iii) if sent by facsimile transmission on the next following Business Day in the country in which it is received, or the next Business Day after sending by post within UK or five (5) Business Days after sending by post to a location outside UK.

36.3 If GS1 UK decides in its discretion to send notices to the Member by post, then such notices will be sent to the address specified on the Application Form (or such other address as the Member may notify GS1 UK of from time to time). Members must provide GS1 UK with a suitable email address for receiving communications from GS1 UK via email in accordance with this clause 36.3 (unless the Member opts out to receiving such communications by email in accordance with this clause 36.3). Notices for GS1 UK must be sent to, Company Secretary of GS1 UK at GS1 UK’s address, or by email at support@gs1uk.org or as notified to the Member from time to time.

37. Further assurance

37.1 At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third Party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Framework Agreement.

37.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

38. Rights and remedies

38.1 The rights and remedies provided under this Framework Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

39. Inadequacy of damages

39.1 Without prejudice to any other rights or remedies that a Party (first Party) may have, the other Party (other Party) acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Framework Agreement and/or a Service Contract by the first Party. Accordingly, the first Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Framework Agreement.

40. Governing law

40.1 This Framework Agreement, each Service 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.

41. Jurisdiction

41.1 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 this Framework Agreement, any Service Contract or its subject matter or formation.