LocationManager

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”).

Agreed terms

1. Interpretation

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:

2. Services

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 In order to apply for the Services, the Member must be a Qualifying Member.

2.3 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.

2.4 GS1 UK is not obliged to accept all Order Forms, and reserves the right (prior to the collection of payment) not to provide the Services to the Member for any reason.

2.5 Once an Order Form has been submitted by the Member and accepted by GS1 UK, GS1 UK shall request payment of the Initial Fee. Access to the Services shall commence within two (2) Business Days of receipt of payment of the Initial Fee in clear funds.

2.6 GS1 UK reserves the right to cancel, delay or terminate the provision of the Services where the Initial Fee 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.

2.7 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.

2.8 Where the Member completes an Order Form requesting the Services, the Order Form shall be deemed received on the day of submission.

2.9 To access the Services the Member will be required to ensure:
2.9.1 it has access to the internet (and a compatible browser namely, Google Chrome, Apple Safari, Mozilla Firefox and Microsoft Edge, IE 10 and 11 as updated by GS1 UK from time to time) to enable it to access Location Manager;
2.9.2 it registers and sets up a log-in account which will be password protected; 
2.9.3 it follows the reasonable instructions of GS1 UK in relation to configuration and set up; and
2.9.4 it has the systems necessary to enable access to Location Manager as communicated from GS1 UK from time to time.

2.10 Access to the Services enables a Qualifying Member to:
2.10.1 create new GLN’s (subject to the cap permitted in relation to the Global Company Prefix to which the GLN derives) through the My Numberbank Service or though the Members own location management systems;
2.10.2 edit location attributes such as the address, organisational function, type of GLN (physical or functional), contacts and whether it is an active or de-active GLN; 
2.10.3 de-activate a GLN (once-de activated it cannot be re-used) the Member has added;
2.10.4 search for GLNs of the Member or of other Members;
2.10.5 upload new GLNs and attributes;
2.10.6 manage GLNs the Member has added; and
2.10.7 manage local access to GLNs the Member has added.

3. Licence

3.1 The GLNs shall be licenced in accordance with the provisions of the Framework Agreement.

3.2 Other than Member Content which includes information licenced to the Member by GS1 UK, and the licence of GLNs as referred to in clause 3.1, the Member shall own Intellectual Property Rights in the Member Content it uploads to Location Manager.

3.3 Subject to clause 3.2, all Intellectual Property Rights contained in Location Manager including but not limited to improvements, shall be owned by GS1 UK. The Member hereby agrees to execute all documents, make all applications and give all assistance to GS1 UK required to ensure that the Intellectual Property Rights referred to in this clause 3.2 vest in GS1 UK.

3.4 Subject to the payment of Fees, GS1 UK shall grant the Member the Licence for the remainder of the Member’s Membership Period commencing on the Commencement Date, and any Renewal Period thereafter (“Licence Term”).

3.5 The Member shall be entitled to request an extension of the Licence for subsequent Membership Periods on an annual basis for a Renewal Period by paying the Renewal Fees for the annual extension of the Licence. GS1 UK reserves the right to reject any request for an extension at its discretion.

3.6 Upon the expiration of the Licence (and any extended term as set out in clause 3.5), the Member shall not be entitled to use the Licence and will need to submit a new Order Form for use of the Services.

3.7 The Member hereby grants GS1 UK a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferrable licence (with the right to sub-licence) to use Member Content for the purpose of providing the Services and for any other business purpose required.

3.8 The Member hereby grants all other users of Location Manager a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferrable licence (with the right to sub-licence) to use Member Content for the purpose of the Services.

4. Location Manager

4.1 In relation to Location Manager, GS1 UK:

4.1.1 reserves the right to suspend access to Location Manager for maintenance or where required by law;
4.1.2 reserves the right to amend, update, add to or vary content not including Member Content contained within Location Manager;
4.1.3 makes no warranties or representations as to the accuracy of the information provided through the Location Manager, in particular Member Content;
4.1.4 cannot guarantee that Location Manager will be bug or virus free, and it is the responsibility of the Member to ensure that they have sufficient anti-virus protection in place;
4.1.5 will not be responsible for any loss suffered as a result of data which is incorrectly uploaded to Location Manager.

4.2 Location Manager should only be accessed by those authorised to act on behalf of the Member only.

4.3 Access to Location Manager by an individual will depend upon the permissions that individual has been granted when using Location Manager. The Member has the right to appoint individuals acting on its behalf to have the following permissions to access and use Location Manager:

4.3.1 Organisation Admin: the individual will be able to upload and edit GLNs and create and edit new users;
4.3.2 GLN Editor: the individual is able to upload and edit GLNs;
4.3.3 GLN Uploader: the individual is able to upload GLNs;
4.3.4 Read only: the individual can only look up GLNs.

4.4 Where an individual accesses Location Manager on behalf of the Member, the Member shall procure that it and any individual accessing Location Manager shall:

4.4.1 be responsible for all use of the Services accessed through that password;
4.4.2 prevent any unauthorised third party from using or accessing the password;
4.4.3 take reasonable and proportionate security measure to keep the password secure and safe;
4.4.4 immediately change the password and notify GS1 UK as soon as the Member becomes aware of, or suspect that the password has become known to an unauthorised third party;
4.4.5 keep all information accessed confidential and not disclose this to any third party;
4.4.6 ensure that appropriate and up-to-date virus protection program is used on any device which it uses to access Location Manager.

4.5 GS1 UK does not make any guarantee that Location Manager will be available at all times or that it will be error free or un-interrupted. GS1 UK will not be responsible for delays, delivery failures or any other loss or damage resulting from the transfer of data. The Member acknowledges that the Services may be subject to limitations, delays or other problems.

5. Obligations of the qualifying member

5.1 The Member agrees to:

5.1.1 comply with any reasonable instructions, rules or guidelines provided by GS1 UK (from time to time);
5.1.2 provide all information requested by GS1 UK (including but not limited to data, security access information and configuration information);
5.1.3 ensure that all information it uploads to Location Manager (including Member Content) is true, complete, accurate, up to date and not misleading. The Member agrees to indemnify GS1 UK against any claims brought by third parties based on the non-compliance by a Qualifying Member of this clause 5.1.3;

5.2 The Member acknowledges and accepts that information uploaded by other Qualifying Members (including Member Content) may contain errors or be out of date. The Member agrees to take its own due diligence to verify the accuracy of the information it accesses through Location Manager.

6. Fees

6.1 The Member agrees to pay the Fees set out in the Order Form.

6.2 The Initial Fee set out in the Order Form will receive a pro rata discount based on the remaining term of the Member’s Membership as at the Commencement Date.

6.3 Where the Member renews the Licence in accordance with clause 3.5, it shall be obliged to pay the Fees set out in the original Order Form for the Renewal Period (“Renewal Fees”). GS1 UK will generate an invoice upon Membership renewal. All Renewal Fees must be paid by Direct Debit and the Member shall be required prior to the renewal of the Services to set up a Direct Debit in favour of GS1 UK in relation to payment of the Fees. Once set up GS1 UK will collect all Renewal Fees via direct debit.

6.4 In the event that the Member does not set up a Direct Debit or the payment of the Fees cannot be collected via Direct Debit, all Fees shall be payable within 30 days from the date of the invoice.

7. Cancellation

7.1 In the event that the Member wishes to cancel the Licence, it can do so at any point by notifying GS1 UK.

7.2 Where the Licence is cancelled in accordance with clause 7.1, no refund to any Fees paid or payable will be made.

8. Suspension

8.1 GS1 UK reserves the right to suspend the Services, where:

8.1.1 at GS1 UK’s sole discretion, the acts and omissions of the Member have or may damage the goodwill and/or reputation of GS1 UK;
8.1.2 at GS1 UK’s sole discretion, the Member has not used the Services in accordance with the Service Contract;
8.1.3 scheduled or unscheduled maintenance is required (as determined by GS1 UK);
8.1.4 there is an attack or sever issue which affects Location Manager;
8.1.5 the Member has failed to pay the Fees;
8.1.6 GS1 UK reasonably believes that there has been, or could be, an incident of unauthorised access to Location Manager, through the Member’s account.

9. Termination

9.1 This Service Contract unless terminated earlier in accordance with the Framework Agreement, shall end upon the expiration of the Licence Term.

10. Consequences on termination

10.1 Upon termination of this Service Contract:

10.1.1 access to the Services and all data provided shall immediately cease;
10.1.2 the Licence shall immediately terminate;
10.1.3 all outstanding Fees shall become immediately payable.

11. Limitation of liability

11.1 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 150% of the Fees that are paid by the Member for the Services in the 12 months preceding the claim.

11.2 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 Qualifying Member to comply with any of its obligations hereunder.

12. Audit

12.1 GS1 UK reserves the right, on reasonable notice, to audit the Member’s use of the Services to establish compliance with this Service Contract. The Member agrees to permit GS1 UK access to all relevant documents, premise, records, personnel, systems and software necessary to enable GS1 UK to exercise its rights under this clause 12.1.