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Suspension and termination of membership

21. Suspension of services

21.1 Without affecting any other right or remedy available to it, GS1 UK shall be entitled to suspend the provision of the Services under a Service Contract, where:

21.1.1 GS1 UK considers in its sole discretion that the Member has committed a breach of a Service Contract or this Framework Agreement;

21.1.2 GS1 UK is required to suspend the Services in accordance with law; and

21.1.3 the Member has failed to pay invoices by their payment date.

21.2 GS1 UK may suspend a Member’s use of GS1 UK Numbers/GLNs where they are:

21.2.1 not being used for the purpose allocated;

21.2.2 being used in a manner inconsistent with the policies notified by GS1 UK;

21.2.3 being used for purposes detrimental to the operation of GS1 UK or the GS1 Numbering System; or

21.2.4 being used in a manner otherwise inconsistent with this Framework Agreement, then GS1 UK may revoke the GS1 UK Number allocation.

22. Termination

22.1 Unless the Service Contract states otherwise and without affecting any other right or remedy available to it, either Party may terminate this Framework Agreement and any Service Contract with immediate effect by giving written notice to the other Party if:

22.1.1 the other Party (being a company) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986;

22.1.2 the other Party(being a company) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

22.1.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

22.1.4 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company);

22.1.5 the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;

22.1.6 a person becomes entitled to appoint a receiver over the assets of the other Party (being a company) or a receiver is appointed over the assets of the other Party;

22.1.7 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s (being a company) assets and such attachment or process is not discharged within 14 days;

22.1.8 the other Party (being an individual) is the subject of a bankruptcy petition, application or order;

22.1.9 any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 22.1.1 to Clause 22.1.8 (inclusive); or

22.1.10 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

22.2 Unless the Service Contract states otherwise and without affecting any other right or remedy available to it, GS1 UK may terminate this Framework Agreement and/or any Service Contract with immediate effect by giving written notice to the Member if:

22.2.1 where a company, there is a change of control of the Member within the meaning of section 1124 of the Corporation Tax Act 2010;

22.2.2 the Member fails to pay any Fees in accordance with clause 14;

22.2.3 the Member ceases to qualify for Membership;

22.2.4 GS1 UK ceases to hold the necessary license rights to provide the Services;

22.2.5 the Member commits a material breach of any term of this Framework Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or

22.2.6 the Member repeatedly breaches any of the terms of this Framework Agreement and the Service Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Framework Agreement.

22.3 Unless the Service Contract states otherwise and without affecting any other right or remedy available to it, either Party may terminate this Framework Agreement on giving not less than one months’ written notice to the other.

23. Consequences of termination

23.1 On termination of this Framework Agreement, howsoever arising, each Service Contract then in force at the date of such termination shall automatically terminate upon the termination of the Framework Agreement.

23.2 Termination of this Framework Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breaches of this Framework Agreement which existed at or before the date of termination.

23.3 Clauses 13, 14, 15, 16, 17, 18, 19, 20, 22, 23, 26, 27, 28, 40 and 41 shall continue in force after the termination of the Framework Agreement and/or a Service Contract.

23.4 Termination or expiry of a Service Contract shall not affect any other Service Contracts, or the Framework Agreement.

23.5 Where the Framework Agreement is terminated:

23.5.1 all licences granted under the Framework Agreement shall automatically terminate;

23.5.2 all Services shall cease;

23.5.3 the Member shall cease applying GS1 UK Numbers/GLNs to Member Products;

23.5.4 GS1 UK Numbers/GLNs applied prior to Member Products prior to termination, which are no longer in the control of the Member but have not been sold at the point of termination, shall continue to benefit from the licence under this Framework Agreement until the Member Product is sold;

23.5.5 the Member, Users and Admin User shall cease access to the Member Account;

23.5.6 access to the Member Account shall be suspended;

23.5.7 all documents and equipment provided to the Member by GS1 UK shall be returned to GS1 UK;

23.5.8 no Membership Fees paid shall be refunded;

23.5.9 all outstanding Membership Fees shall become payable immediately;

23.5.10 all Services which have been incurred but for which no Fees have been invoiced, shall be invoiced by GS1 UK, and are payable by the Member upon receipt.

23.6 Where a Service Contract is terminated:

23.6.1 all licences granted under the relevant Service Contract shall automatically cease;

23.6.2 all outstanding Additional Service Fees shall become payable immediately;

23.6.3 all Services which have been incurred but for which no Additional Service Fees have been invoiced, shall be invoiced by GS1 UK, and are payable by the Member upon receipt;

23.6.4 all documents and equipment provided to the Member by GS1 UK shall be returned to GS1 UK.