GS1 UK and the Member (as defined in the Order Form)entered into a framework agreement as described in the Order Form (“Framework Agreement”), allowing the Member to request services from GS1 UK. Pursuant to the Framework Agreement, the Member requests certain services to be provided by GS1 UK, and GS1 UK agrees to provide such services to the Member in accordance with these service contract terms and conditions and the Framework Agreement (“Service Contract”).
Agreed terms
1. Interpretation
1.1 All capitalised terms used in this Service Contract which are not defined in this Service Contract shall have the meaning given to those terms in the Framework Agreement:
Coupon: means the fees set out in the Order Form for the licence of the Additional Number Licence;
Coupon issuer List: means the Additional Numbers are applied to Products which are held in stock or new products which are not yet in common distribution, or where Products are listed by online retailers;
Fees: means the order form completed by the Member;
Order form: shall have the meaning in clause 4.3;
Service contract: means the licence of Additional Numbers as set out in the Order Form;
Subscription: means these terms and conditions which incorporate the Order Form.
2. Services
2.1 In the event of any inconsistency between the Framework Agreement, this Service Contract and the Order Form, the following order of precedence shall apply (1) Service Contract (2) Framework Agreement, and (3) Order Form.
2.2 By completing an Order Form for the Services, the Member agrees to be bound by this Service Contract (including the Framework Agreement).
2.3 To apply for a one-off purchase of the Coupon Issuer List or for a Subscription, the Member must complete an Order Form and pay the Fees, together with providing GS1 UK with any additional information it may require in respect of the Services, as applicable or requested.
2.4 GS1 UK is not obliged to accept all Order Forms, and reserves the right (prior to the collection of payment) not to provide the Coupon Issuer List to the Member for any reason.
2.5 GS1 UK RESERVES THE RIGHT NOT TO PROVIDE A COPY OF THE COUPON ISSUER LIST TO THE MEMBER WHERE (1) FEES HAVE NOT BEEN RECEIVED IN CLEARED FUNDS BY GS1 UK, (2) THE MEMBER DOES NOT PROVIDE SUFFICIENT INFORMATION TO ENABLE GS1 UK TO PROVIDE THE COUPON ISSUER LIST, OR (3) the Member fails to adhere to the obligations set out in clause 5.
2.6 Where a Member completes an Order Form requesting the Services, the Order Form shall be deemed received as follows (1) WHERE SUBMITTED ONLINE, ON THE DAY OF SUBMISSION or (2) where received by post, [3] Business days from date of submission.
2.7 The Coupon Issuer List is issued on 1st Monday of the month. This will be provided to the email address provided in the Order Form.
2.8 The Coupon Issuer List will be provide via email in an excel format. It is the Member’s responsibility to ensure that it has sufficient compatible software in place to open and access the Coupon Issuer List.
2.9 Should you require an additional copy of the Coupon Issuer List you have subscribed to, a copy of the Coupon Issuer List shall be sent to the email address provided. GS1 UK reserves the right to charge an administration fee for the provision of additional copies of the Coupon Issuer List.
3. Subscription
3.1 Where a Member purchases the Coupon Issuer List by way of Subscription, the 12 month subscription period shall start on the date communicated to the Member and the Member shall receive their first Coupon Issuer List on the 1st Monday of the following month. The Subscription shall continue thereafter, unless terminated in accordance with this Service Contract or the Framework Agreement, for a period of 12 months (“Term”).
3.2 Unless the Service Contract has been terminated, the Service Contract shall automatically renew for a further 12 month period (“Subsequent Term”) following the expiration of the Term.
3.3 The Member shall be able to terminate the Subscription by providing at least [14] days’ notice prior to the expiration of the Term or Subsequent Term.
4. Use of the coupon issuer list
4.1 The Coupon issuer List is provided for information purposes to the Member only. It should only be used to enable the Member to programme its point-of-sale tills to only redeem Coupons from known issuers. It should not be used for any other commercial purposes.
4.2 The Member agrees, and shall procure that the individual receiving the Coupon Issuer List on its behalf, shall not to share the Coupon Issuer List with any third party and keep the information contained therein confidential.
4.3 All intellectual property rights contained within the Coupon Issuer List (including but not limited to copyright and database rights) are owned by GS1 UK (or its third parties), the Member acquires no rights in the information contained within the Coupon Issuer List.
4.4 The Member shall:
4.4.1 only be entitled to print one copy of the Coupon Issuer List
4.4.2 Only process the data provided in the Coupon Issuer List for use in accordance with clause 6.1. It should not use or process the information provided for any other purpose (including but not limited to marketing);
4.4.3 not otherwise modify, amend or alter the contents of the Coupon Issuer List or disclose or permit the disclosure of any of the Coupon Issuer List to any third party unless specifically authorised in writing by GS1 UK;
4.4.4 take appropriate technical and organisational measures against the unauthorised or unlawful processing of the information contained in the Coupon Issuer List.
5. Cancellation
5.1 In the event that the Member wishes to cancel the Additional Number Licence, it can do so at any point by notifying GS1 UK providing that no Additional Numbers are In Use.
5.2 Where the Additional Number Licence is cancelled in accordance with clause 5.1, no refund to any Fees paid or payable will be made.
6. Termination
6.1 This Service Contract unless terminated earlier in accordance with the Framework Agreement, shall end upon the expiration of the Additional Number Licence as set out in clause 3.1 and 3.2.
7. Limitation of liability
7.1 The liability of GS1 UK in connection with the Services and/or this Service Contract to the Member whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed an amount, in aggregate, equal to the Fees that are paid by the Member for the Services.
7.2 GS1 UK shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside GS1 UK’s control including failure by the Member to comply with any of its obligations hereunder.
8. Warranty
8.1 GS1 UK will take reasonable care to ensure that the information contained in the Coupon Issuer List is accurate.
8.2 The Member understands and acknowledges that the information contained in the Coupon Issuer List is:
8.2.1 only accurate at the point it is completed, even once provided to the Member, it may no longer be fully accurate; and
8.2.2 based on the information provided by third parties.
8.3 GS1 UK makes no warranties as to the accuracy of the information contained within the Coupon Issuer List and shall not be liable for any loss suffered by the Member as a result of its reliance on the information contained in the Coupon Issuer List.
9. Limitation of Liability
9.1 The liability of GS1 UK in connection with the Services and/or this Service Contract to the Member whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed an amount, in aggregate, equal to the Fees that are paid by the Member for the Services (whether this be by way of Subscription or one-off purchase).
9.2 GS1 UK shall not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside GS1 UK’s control including failure by the Member to comply with any of its obligations hereunder.