GS1 UK and the Member (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”).
1.1 All capitalised terms used in these Service Contract Terms and Conditions which are not defined in these Service Contract Terms and Conditions shall have the meaning given to those terms in the Framework Agreement:
|Fees||means the fees set out in the Order Form for the licence of the Additional Number Licence;|
|In Use||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;|
|Order Form||means the order form completed by the Member;|
|Renewal Fees||shall have the meaning in clause 4.3;|
|Services||means the licence of Additional Numbers as set out in the Order Form;|
|Service Contract Terms and Conditions||means these terms and conditions which incorporate the Order Form.|
2.1 In the event of any inconsistency between the Framework Agreement, these Service Contract Terms and Conditions and the Order Form, the following order of precedence shall apply (1) Service Contract Terms and Conditions (2) Framework Agreement, and (3) Order Form.
2.2 To apply for the Services, the Member must complete an Order Form (agreeing to be bound by this Service Contract, together with providing GS1 UK with any additional information it may require in respect of the Services, as applicable or requested.
2.3 GS1 UK is not obliged to accept all Order Forms, and reserves the right (prior to the collection of payment) not to provide the Services to the Member for any reason.
2.4 Once an Order Form has been submitted by the Member and accepted by GS1 UK, GS1 UK shall arrange for the Services to be provided.
2.5 GS1 UK reserves the right to cancel, delay or terminate the provision of the Services where the Fees have not been received in cleared funds by GS1 UK or the Member does not provide sufficient information to enable GS1 UK to provide the Services.
2.6 Where the Member fails to provide sufficient information to GS1 UK to complete the Services, this may result in the Member not receiving the Services. GS1 UK will not be responsible for any loss the Member suffers as a result of this.
2.7 Where a Member completes an Order Form requesting the Services, the Order Form shall be deemed received on the day of submission.
2.8 Additional Numbers are issued in sequential order and the Member cannot request specific numbers.
2.9 The allocation of Additional Numbers is at GS1 UK’s discretion and will be issued in accordance with GS1 Numbering System.
2.10 To access the Services the Member will be required to ensure it can access the My Numberbank Service.
3.1 GS1 UK shall grant the Member the Additional Number Licence for the remainder of the Member’s Membership commencing on the date the Additional Numbers are ordered as set out in the Order Form.
3.2 The Member shall be entitled to request an extension of the Additional Number Licence for subsequent Membership periods on an annual basis by paying the Renewal Fees for the annual extension of the Additional Number Licence. GS1 UK reserves the right to reject any request for an extension at its discretion.
3.3 Upon the expiration of the Additional Number Licence (and any extended term as set out in clause 3.2), the Member shall not be entitled to use the Additional Numbers and will need to submit a new Order Form for use of new Additional Numbers.
4.1 The Member agrees to pay the Fees set out in the Order Form. The Fees set out in the Order Form will receive a pro rata discount based on the remaining term of the Member’s Membership.
4.2 Following the issue of the Additional Numbers, the Member’s account will be updated and an invoice generated for the Fees set out in clause 4.1.
4.3 Where the Member renews the Additional Number Licence in accordance with clause 3.2, it shall be obliged to pay the Fees set out in the original Order Form for the Membership Period (“Renewal Fees”). GS1 UK will generate an invoice upon Membership renewal.
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.
6.1 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.
7.3 GS1 UK will take reasonable steps to ensure there is no duplication of Additional Numbers, but in the event a duplication occurs GS1 UK’s liability shall be limited as set out in clause 7.1.