The following Terms and Conditions apply to all Members of GS1 UK

1. Definitions
The following definitions will apply within these Terms and Conditions:
1.1 “Additional Number Fees” means the fees for issue and use of additional GS1 Numbers stated in the Application Form from time to time or as amended in accordance with condition 4.2.
1.2 “Application Form” means the GS1 UK application forms whereby organisations and/or businesses apply to become Members or Trade Associates of GS1 UK.
1.3 “Business Day” means any day of the week except Saturday, Sunday or a public holiday in England and Wales.
1.4 “Commencement Date” means the date of acceptance of the Member’s Application Form in writing (which for the purposes of this definition will include by post, facsimile or email) by GS1 UK or such other date as GS1 UK will notify to the Member in writing.
1.5 “Fees” means the Membership Fees and/or the Additional Number Fees and such other fees as will be payable to GS1 UK by the Member from time to time.
1.6 “Electronic Form” means by email, via the Website, by fax or any other means while in an electronic form, including, but not limited to, documentation or information sent by means of electronic equipment for processing (including digital compression) or storage of data and documentation or information transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.
1.7 “GS1 Numbers” means the GS1 global company prefix number and other numbers that are issued and licensed to the Member by GS1 UK for the Member’s use in accordance with these Terms and Conditions.
1.8 “GS1 Numbering System” means the numbering systems and standards published and promoted by GS1 UK from time to time.
1.9 “GS1 UK” means GS1 UK Ltd, a not for profit association, incorporated under the laws of England and Wales under the company registration number 01256140, whose registered office is at Staple Court, 11 Staple Inn Buildings, London WC1V 7QH.
1.10 “Intellectual Property” means without limitation all rights existing and/or arising from time to time in connection with discoveries, inventions, patents, improvements, business methods, technologies, utility models, trade marks, service marks, logos, database rights, designs, information, copyright, confidential information, know-how, processes and trade secrets, semi-conductor chip rights, business names, and equivalents of any of the foregoing anywhere in the world and whether registered or unregistered in relation to any of the foregoing and including any applications for registration of the foregoing.
1.11 “Licence” means the licence granted under these Terms and Conditions by GS1 UK to the Member to use the GS1 Numbers and the Member Online Services.
1.12 “Master User” means the person authorised by the Member to appoint Users.
1.13 “Member” means the person whose completed Application Form is accepted by GS1 UK in writing (which for the purposes of this definition will include by post, facsimile or email).
1.14 “Member Data” means all data and/or information input into the Member Online Services by or on behalf of the Member.
1.15 “Membership Fees” means the joining fee and/or annual licence fee stated in the Application Form from time to time, or as amended in accordance with condition 4.2.
1.16 “Member Online Services” means those services from time to time made available to Members through the Website.
1.17 “Member Online Services Description” means the description of the Member Online Services from time to time published on the Website.
1.18 “Memorandum and Articles of Association” means the Memorandum and Articles of Association of GS1 UK from time to time.
1.19 “Products” means: (i) the products or services manufactured, provided and/or sold by the Member and/or
(ii) assets and/or locations to be identified and/or (iii) any other application of the GS1 Numbers identified in the GS1 Numbering System, as selected by the Member from time to time.
1.20 “Subscription Year” means the period of 12 months commencing on the Commencement Date and each anniversary thereof during the continuance of the Licence.
1.21 “Terms and Conditions” means these terms and conditions as varied from time to time by GS1 UK in accordance with condition 9.
1.22 “Trade Marks” means the brand names, trade marks and service marks (whether registered or not and including any applications for registration) with which GS1 UK and/or the GS1 Numbering System is associated. The list may be added to or amended by GS1 UK by giving written notice to the Member at any time.
1.23 “Users” means those employees of the Member who are authorised to use the Member Online Services.
1.24 “Website” means www.gs1uk.org or such other website as GS1 UK will notify to the Member in writing from time to time.

2. Grant of licence
2.1 GS1 UK grants to the Member a non-exclusive non-transferable licence to use GS1 Numbers issued to the Member from time to time in connection with the Products. The Licence will commence on the Commencement Date and will continue until terminated as provided in condition 16.
2.2 During the continuance of the Licence, GS1 UK will not licence the GS1 Numbers to any other person for use in connection with such other person’s products.
2.3 GS1 UK reserves the right to make available to third parties, data relating to the Member including without limit the GS1 Numbers licensed to such Member, subject always to the provisions of the Data Protection Act 1998 (as amended from time to time).
2.4 The Member agrees that it is responsible for providing GS1 UK with the data required for the administration of its membership and that such data is accurate.

3. Commencement date
3.1 Effect: These Terms and Conditions between GS1 UK and the Member come into effect on the Commencement Date. In completing the Application Form the Member confirms that it has read and agrees to be bound by these Terms and Conditions.

4. Fees
4.1 Fees Payable: The Member will pay to GS1 UK the Fees in respect of the relevant Subscription Year. The Fees must be paid by the Member to GS1 UK in full no later than 30 days following the date of invoice.
4.2 Amount of Fees: As at the commencement of the Licence the Fees are as specified in the Application Form. Additional Number Fees are calculated based on the number of GS1 Numbers issued to the Member and the turnover of the Member, from time to time. Where a new GS1 Number is issued to the Member part way through a Subscription Year, the Member will pay a pro rata proportion of the relevant Additional Number Fees for such GS1 Number as shall represent the unexpired proportion of the current Subscription Year. GS1 UK may change the amount of the Fees applicable from time to time and GS1 UK relies upon the information provided by the Member to administer the membership.
4.3 Default Interest: In the event of any delay in effecting payment due under these Terms and Conditions by the date specified in condition 4.1, GS1 UK may charge and the Member will pay interest for late payment at a rate of 1% above the Bank of England base lending rate from time to time, such interest to accrue from the date of invoice until the date of actual payment and accruing daily and both before and after judgment. GS1 UK reserves the right to charge an administration fee for late payment of fees.
4.4 Value Added Tax: All amounts payable under this condition 4 are exclusive of VAT, which, if applicable, will be payable by the Member and will be charged at the rate applicable at the date of the invoice.

5. Member’s conduct
5.1 Not Prejudice GS1 UK’s Goodwill: The Member undertakes to GS1 UK that it will not (and it will procure that its employees, agents and/or contractors will not) at any time during the continuance of the Licence, or after its termination, be a party, either directly or indirectly, to any act, matter or thing whereby GS1 UK’s goodwill, reputation, trade or business may be prejudicially affected or brought into disrepute.
5.2 Standards: The Member will abide by and comply with the technical standards and specifications set out in the GS1 UK manuals and guidelines and such other directions as GS1 UK may give from time to time.
5.3 Inspection: The Member will permit GS1 UK and/or its authorised representatives at any time on request to inspect its operations and Products which relate to the GS1 Numbers, the Member’s use of the GS1 Numbers and the Member Online Services, to ensure that these Terms and Conditions are being observed and complied with and the Member hereby grants to GS1 UK, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored, or where the Member’s operations are carried on, to inspect them.
5.4 Groups: Participation in relevant working groups will require a completed and signed intellectual property agreement for each working group the Member wishes to participate in (“Intellectual Property Agreement”).  The relevant Intellectual Property Agreement shall be sent to the Member following the Member sending a request to GS1 UK in writing to join a relevant working group.  The Intellectual Property Agreement will confirm terms relevant to the particular working group, including obligations to keep information discussed in those working groups confidential.  The entering into of a relevant Intellectual Property Agreement shall not affect the validity or enforceability of these Terms and Conditions, which shall remain binding unless terminated in accordance with condition 16.

6. Use of GS1 numbers and other intellectual property
6.1 Use of GS1 Numbers: The Member is only entitled to use the GS1 Numbers issued to the Member by GS1 UK in connection with the manufacture, sale and identification of the Products and in accordance with the GS1 Numbering System. The Member is prohibited from using and undertakes not to use:
6.1.1 any numbers issued by GS1 UK to any other person;
6.1.2 any numbers which purport to be issued by GS1 UK or which copy or are in any way similar to the GS1 Numbering System;
6.1.3 any numbers which have been allocated by GS1 to GS1 UK and/or are contained in the GS1 Numbering System but have not been allocated to any other person;
6.2 Not Alter the Numbers: The Member will not alter the GS1 Numbers licensed to it in any way. For the avoidance of doubt, the Member will not be deemed to alter the GS1 Numbers in the event that the Member adds more digits to the GS1 Numbers in accordance with the GS1 Numbering System.
6.3 Title to Numbers: The Member acknowledges and accepts that GS1 UK or its licensors will at all times own the rights and title to the GS1 Numbers and all Intellectual Property relating thereto and the Member will not at any time do or suffer to be done any act or thing which may in any way impair GS1 UK’s rights or its licensors’ in the GS1 Numbers or related Intellectual Property. The GS1 Numbers are the exclusive property of GS1 UK or its licensors. The Member will acquire no rights in or to the GS1 Numbers or any related Intellectual Property save as specifically stated in these Terms and Conditions.
6.4 Not Permit Display: The Member will not permit anyone else to use or display the GS1 Numbers issued to the Member to identify Products other than those Products of the Member.
6.5 No Challenge or Misuse of GS1 Numbers: The Member will not at any time, either during the term of this Licence or after termination, directly or indirectly:
6.5.1 Challenge Ownership of GS1 Numbers: challenge, call into question or raise any questions concerning the validity or ownership of the GS1 Numbers or related Intellectual Property; or
6.5.2 Seek Registration of Similar Numbers: use or seek registration of any Intellectual Property including any design which incorporates or includes, or is substantially identical to, or similar to, the GS1 Numbers or related Intellectual Property without GS1’s prior written consent.
6.6 Use of GS1 Numbers is subject to a licence granted by GS1 UK (or another GS1 Member Organisation or GS1 Global Office).
6.7 Allocation: The Member agrees that if the GS1 Numbers are: (i) not being used for the purpose allocated; (ii) being used in a manner inconsistent with the policies notified to you from time to time by GS1 UK governing the use of the GS1 Numbers; (iii) being used for purposes detrimental to the operation of GS1 UK or the GS1 Numbering System; or (iv) being used in a manner otherwise inconsistent with these Terms and Conditions, then GS1UK may revoke the GS1 Number allocation.  Failure to allow, or to provide reasonable assistance to, GS1 UK in reviewing the utilisation of your use of the GS1 Number in accordance with condition 5.3 may also result in revocation of the GS1 Number allocation from the Member.

7. Use of trade marks for marketing and promotions
7.1 Limited Rights to Use for Marketing/Promotion: GS1 UK understands that in the marketing and promotion of the Products, the Member may wish to use the Trade Marks. The Member’s only rights to use the Trade Marks on marketing and promotional materials are specified in this condition 7.
7.2 GS1 UK Consent: The Member will not use the Trade Marks in connection with the Products or in any marketing or promotional material without the prior written consent of GS1 UK. The Member will submit samples of the proposed marketing and promotional materials to GS1 UK for approval at least 15 Business Days prior to the intended date of publication. Consent will be at the entire discretion of GS1 UK and GS1 UK will not have any liability to the Member for any costs liability and or expenses incurred by the Member in the event that consent is refused.
7.3 Correct Reproduction of Trade Marks: If the Member is permitted pursuant to this condition 7 to use the Trade Marks for marketing and promotional materials, it must ensure that the Trade Marks are correctly reproduced.

8. Intellectual property infringement
In the event that it comes to the Member’s notice that:
(a) there is an infringement or suspected infringement of the Intellectual Property in the GS1 Numbers, the Trade Marks or the Member Online Services; or
(b) the GS1 Numbers the Trade Marks and/or the Member Online Services infringe or are suspected of infringing intellectual property rights of others,
the Member will promptly notify GS1 UK in writing and GS1 UK will have sole conduct and control over any action taken in connection with such claim. The Member will not make any statement or settle any such claim and will provide all such information and assistance in respect of such suspected infringement as GS1 UK reasonably requests.

9. Member online services
9.1 GS1 UK may make certain Member Online Services available to Members through the Website. The Member undertakes to use the Member Online Services only in accordance with the Member Online Services Description.
9.2 GS1 UK does not make any guarantee that the Member Online Services will be available at any time or that they will be uninterrupted or error free.
9.3 The Member will be responsible for the registration of a Master User to use the Member Online Services. The Master User will register and authorise Users to use the Member Online Services. The Member will be responsible for the security and non disclosure of passwords and other identification procedures issued to the Master User and/or Users by GS1 UK.
9.4 The Member Online Services are provided free of charge and the Member acknowledges and accepts that GS1 UK will have no liability to Member or any third party in connection with Member’s use of the Member Online Services and/or in connection with any act or omission of GS1 UK or any third party in connection with the provision of the Member Online Services.
9.5 The Member is responsible for the input and retrieval of Member Data in connection with the Member Online Services. The Member undertakes to keep a copy of all Member Data input in the Member Online Services.
9.6 Member will indemnify GS1 UK against all claims, actions, proceedings, losses, damages, expenses and cost (including legal fees) arising in connection with the Member’s use of the Member Online Services and/or the processing and/or presence of the Member Data on GS1 UK’s systems (which will include systems operated by third party contractors on behalf of GS1 UK).
9.7 GS1 UK reserves the right to terminate and/or change the Member Online Services at any time on notice to Member.
9.8 The Member acknowledges and accepts that the Intellectual Property in the Member Online Services will at all times be owned by GS1 UK or its licensors.
9.9 All conditions, warranties and other terms which might have effect between the parties or be implied or incorporated into these Terms and Conditions whether by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law, including without limitation the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or use of reasonable skill and care.
9.10 The provisions of this condition 9 will incorporate and be subject to any terms and conditions that the Member may be required to accept prior to use of the Member Online Services on the Website.
9.11 Nothing in this condition 9 will have effect to limit or exclude GS1 UK’s liability to Member for personal injury or death caused by GS1 UK’s negligence, or for fraudulent misrepresentation.
9.12 Termination of the Licence will automatically terminate Member’s right to use the Member Online Services. Any suspension of the Licence will suspend the Member’s right to use the Member Online Services.

10. Variation of terms and conditions
GS1 UK has the right to vary these Terms and Conditions at any time by giving written notice to the Member. Any such variation notified by GS1 UK will take effect immediately (unless a later date is specified in the notice).

11. Compliance with GS1 UK rules
11.1 As long as the Member is a member of GS1 UK, it must comply with the terms of the standards, specifications, policies and terms of use of GS1 Numbers as issued from time to time by GS1 UK. The Member understands that such standards, specifications, policies and terms of use may require modification and amendment and that such modifications and amendments may be made without prior notice.  The Member acknowledges that such standards, specifications, policies and terms of use are deemed to form part of these Terms and Conditions.  Failure to comply with these standards, specifications, policies and terms of use may result in revocation of a Member’s GS1 Numbers and even termination of Membership in accordance with condition 16.
11.2 The Member should also be aware of and comply with the Memorandum and Articles of Association, which are available on request from GS1 UK.

12. Survival
The covenants and acknowledgements contained in conditions 4.1, 4.2, 4.3, 4.4, 5.1, 6, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17 and 21 will remain in force and effect after the termination or expiry of the Licence for any reason and will not be deemed waived, merged or extinguished upon such termination or expiry.

13. Indemnity and limitation of liability
13.1 The Member agrees to indemnify GS1 UK in full and hold GS1 UK harmless against any third party claims, proceedings, suits, losses, damages, judgments, awards, expenses or costs (including legal costs) suffered or incurred by GS1 UK as a result of the negligence, fault, error, omission, act or breach of the Member, its employees, staff, contractors, agents or representatives, relating to these Terms and Conditions.
13.2 Notwithstanding any other provision contained in these Terms and Conditions, GS1 UK will not be liable to the Member for any indirect or special, incidental, punitive or consequential loss or damages, whether occasioned by the negligence, fault, error, omission, act or breach of GS1 UK, its employees and contractors and sub-contractors and which will include, without limitation, loss of contracts, loss of business, loss of customers, revenue or profits, loss of use or data, loss of savings or anticipated savings, loss of investments, loss of goodwill or reputation, capital costs or loss of extra administrative cost whether or not foreseeable, arising out of or in connection with these Terms and Conditions, whether in an action based on statute, contract, equity or tort including negligence or otherwise at law. The provisions of this Condition 13.2 will not have effect to limit GS1 UK’s liability to any person for personal injury or death arising out of the negligence of GS1 UK, or liability for fraudulent misrepresentation.
13.3 Without prejudice to Condition 13.2, GS1 UK’s total liability to the Member or any third party in contract tort statute or equity or otherwise arising in connection with these Terms and Conditions will not in aggregate exceed the Fees paid by the Member to GS1 UK in respect of the Subscription Year in which such liability arises.

14. Confidentiality
The Member will always keep confidential and secure, and not exploit or otherwise misuse, any information of GS1 UK’s which is identified as or would reasonably be expected to be, proprietary, confidential or commercially sensitive. The Member will only disclose that information to the extent that:
(a) it is necessary to perform the Member’s obligations under the Licence and on a “need-to-know” basis only;
(b) GS1 UK authorises it in writing; or
(c) as required by law.

15. Assignment and sublicence
The Member will not assign, transfer sublicense or subcontract its rights and obligations under the Licence. For the avoidance of doubt, in the event that any Products are (and/or the business relating to use of the Products is, in whole or in part) divested from the business of the Member, the purchaser of such Products will not be entitled to use (and the Member will not permit the use of) GS1 Numbers and/or the Member Online Services in connection with such Products without the prior written consent of GS1 UK.

16. Termination
16.1 GS1 UK Termination: GS1 UK will have the right to terminate (subject to the provisions of the Memorandum and Articles of Association) and/or suspend the Licence immediately by giving notice if:
16.1.1 Failure to Pay Licence Fee: the Member fails to pay any Licence Fee by its due date;
16.1.2 Breach: the Member commits a breach of its obligations under these Terms and Conditions;
16.1.3 Insolvency: the Member is declared bankrupt, or it makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any Bankruptcy Act for the time being in force for a sequestration of its estate, or a trustee is granted by the Member on behalf of its creditors, or if it, being a company, has a petition presented for its winding up or enters into voluntary or compulsory liquidation (except for the purpose of a bona fide solvent reconstruction or amalgamation), or if a receiver or examiner is appointed over any of the Member’s undertaking or assets on behalf of debenture holders or creditors or otherwise;
16.1.4 Cease Trading: the Member ceases or threatens to cease trading; or
16.1.5 Member ceases to be a Member: the Member ceases to be a member of GS1 UK for any reason; or
16.1.6 Head Licence Terminates: GS1 UK ceases to hold the necessary licence rights to issue GS1 Numbers in UK.
16.2 Termination by Member: The Member may otherwise terminate this Licence in any other circumstances by giving not less than one month’s written notice to GS1 UK. In the event of such termination the Member shall not be entitled to any refund of Fees paid or payable in connection with the unexpired proportion of a Subscription Year. For the avoidance of doubt all Fees payable shall be paid immediately by the Member.
16.3 No Release from Obligations: Termination of this Licence does not relieve either GS1 UK or the Member from liability arising from any prior breach of the terms of this Licence.

17. Consequences of termination
On termination of this Licence, the Member’s rights under this Licence will terminate and the Member will immediately comply with the following:
17.1 Cease applying GS1 Numbers to Products: cease applying the GS1 Numbers to any Products manufactured or sold by the Member after the termination date;
17.2 Cease using Member Online Services: immediately cease using the Member Online Services; and
17.3 Cease to Use Intellectual Property: cease all direct or indirect use of the GS1 Numbers, the Member Online Services and related Intellectual Property other than in connection with Products manufactured or sold prior to the termination date.

18. Dispute resolution
Where any dispute arises in relation to the Licence or any matter arising under it, GS1 and the Member will make genuine efforts to resolve the dispute by negotiation. Nothing in this condition prevents either GS1 or the Member from applying to a court subject to condition 21.1.

19. Notices
All notices and other communications, including the supply of GS1 UK documentation to Members, required or permitted under this Licence 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 a 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).
Any such notice or other communication will be deemed delivered:
a) 48 hours after being sent in Electronic Form, or if made available via the Website, when the documentation, communication and/or information is first made available on the Website, or if later, when the Member is notified of the availability on the Website;
b) when so delivered personally; or
c) 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 Business Days after sending by post to a location outside UK.
If GS1 UK decides in its discretion to send notices to Members 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 Condition 19 (unless a Member opts out to receiving such communications by email in accordance with this Condition 19).  Notices for GS1 UK must be sent to Tessa Jones, 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.

20. Data protection
20.1 Data protection officer: Personal data obtained by GS1 UK in relation to individuals is processed in accordance with the Data Protection Act 1998 as updated, extended and modified from time to time (“the Act”). GS1 UK’s data protection officer is the Membership Services Manager and can be contacted at GS1 UK, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH. Tel: +44 (0)20 7092 3500 or email info@gs1uk.org. Details of GS1 UK’s data protection policy are available from the Membership Services Manager on request.
20.2 Use of personal data: GS1 UK uses data obtained from Members for general administration purposes, including but not limited to, building up a database of Members and invoicing Members. From time to time, unless a Member or an individual representative of a Member indicates that they would not like to receive such information, GS1 UK may use the contact details of such individuals to contact them by post, fax, email or telephone to brief them about GS1 UK activities and developments relevant to their membership of GS1 UK.
20.3 Access to personal data: Pursuant to the Act, individuals have the right, subject to certain exceptions, to receive a copy of any information GS1 UK holds about them on payment of a fee. Individuals seeking such information should apply to GS1 UK’s data protection officer.
20.4 Consent: the Member confirms that it has obtained the necessary consents of any person whose personal data is made available to GS1 UK by the Member in connection with these Terms and Conditions, for such person’s personal data to be used by GS1 UK in accordance with this condition 20.

21. General legal provisions
21.1 Governing Law: The Terms and Conditions are governed by the law of England and Wales and GS1 UK and Member submit to the exclusive jurisdiction of the courts of England and Wales.
21.2 Waiver: A waiver by either party to these Terms and Conditions of any breach by the other party of any of these Terms and Conditions or the acquiescence of such party in any act which but for such acquiescence would be a breach as aforesaid, will not operate as a waiver of any rights or the exercise thereof, unless such waiver is in writing and signed by the relevant party providing it.
21.3 Severance: If any provision contained in these Terms and Conditions is agreed by the parties to be illegal, void, invalid or unenforceable, or if any court or arbitrator of competent jurisdiction in a final decision so determines, it will be severable and will be deemed to be deleted from these Terms and Conditions with effect from the date of such agreement or as declared by a decision of the said court or arbitrator or such earlier date as the parties may agree and will not affect the validity or enforceability of other provisions in these Terms and Conditions.
21.4 Entire agreement: These Terms and Conditions (and any amendments or variation thereto in accordance with condition 10) constitute the entire agreement between GS1 UK and the Member and supersedes any previous agreement between the parties in relation to the subject matters of these Terms and Conditions.