Terms and conditions of use
Updated: 30 January 2017
Using the LocationManager web application is subject to the following terms and conditions (“LM Terms”) in addition to the GS1 UK standard terms and conditions.
1. LocationManager is developed by GS1 UK Ltd (known hereafter as “we” and “us”).
2. The service may only be used by GS1 members (known hereafter as “you” and “your”) who subscribe to the services provided by LocationManager (the “Services”) and pay the applicable subscription fees in accordance with our payment terms of 30 days.
3. The Services are provided on a non-exclusive basis.
4. GS1 UK is entitled, at its absolute discretion, to reject any application for registration.
5. You agree to comply with any reasonable instructions, rules, guidelines and policies that we may communicate to you from time to time.
6. You are responsible for maintaining the confidentiality and security of all User IDs and passwords linked to the Services and must not allow any other person to access your account. You agree to notify GS1 UK immediately if you become aware of any unauthorised use of your password or your account or any other breach of security of your account. All User IDs and passwords are proprietary to us and you must cease use of them upon termination of your subscription.
7. You must not introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
8. You shall provide us with all necessary co-operation and all necessary access to such information as we may require in order to provide the Services, including but not limited to data, security access information and configuration information.
9. You are responsible for making sure that the data that you input and maintain on LocationManager is complete, up to date and accurate and able to be relied upon by all users and you agree to indemnify us on demand and keep us so indemnified against any claims (and all reasonable costs and expenses relating to such claims) brought by any third party users arising out of or in connection with your failure to do so.
10. You acknowledge that other members’ information may contain errors or be out of date and agree that it is your responsibility to carry out your own due diligence to verify the accuracy of the information held on the service.
11. We may audit your use of the Services in order to establish that your use is in compliance with the LM Terms and you shall provide us with access to any relevant premises, documents, records, systems, software and personnel for this purpose. This right shall be exercised with reasonable prior notice.
12. We reserve the right to suspend or terminate your access to the Services immediately if: a. we believe you are not using them in an acceptable manner; b. we reasonably believe that there has been, or could be, an incident of unauthorised access linked to any of your systems or applications; c. you breach any provision of the LM Terms; or d. you breach any provision of the GS1 UK standard terms and conditions.
13. You agree that any data added to the Services by you may be shared with any other GS1 members or authorised third parties and you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferrable licence (with right to sublicense) to use your data for any of our legitimate business purposes, including without limitation the purpose of providing the Services or any other services.
14. You shall: a. ensure that your network and systems comply with the relevant specifications provided by us from time to time; and b. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
15. You will not obtain any right or interest in GS1 UK’s existing intellectual property rights, in particular in relation to the Services, except as explicitly set out in these terms. Any new intellectual property rights arising out of or in connection with the LocationManager application or the Services shall automatically vest in GS1 UK and you agree to execute all documents, make all applications, give all assistance and do all acts and things as may, in our opinion be necessary or desirable to vest the intellectual property rights in, and to register them in, our name.
16. GS1 UK will not be liable, whether in contract, tort (including for negligence) or breach of statutory duty, for:
a. any direct or indirect loss of:
v. anticipated savings;
vi. management time;
vii. reputation or goodwill;
viii. data (or corruption of data); or
b. any indirect, special or consequential loss not included in the excluded heads of loss set out in clause 16.a. above.
17. GS1 UK’s liability in connection with use of the Services, whether in contract, tort (including for negligence) or breach of statutory duty will not exceed an amount equal to one hundred and fifty per cent (150%) of the sums paid or payable by you in the 12 months preceding the claim, provided that nothing in this clause will be interpreted to limit GS1 UK’s liability in respect of any liability that cannot be excluded or limited by law.
18. We will endeavour to maintain the Services access as a permanenty available web site, however we reserve the right at any time to suspend or terminate access to the Services with immediate effect and without notice, including without limitation for the purpose of carrying out any scheduled or unscheduled maintenance.
19. We do not warrant that your use of the Services will be uninterrupted or error-free and we shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
20. You must not assign, transfer or deal in any other manner with any or all of your rights and obligations under these terms.
21. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these LM Terms.
22. No variation of these LM Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
23. If any provision (or part of a provision) of these LM Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
24. No failure or delay by GS1 UK to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
25. These terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
26. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or their subject matter (including non-contractual disputes or claims).