Partner Programme Agreement

(1) GS1 UK The company incorporated and registered in incorporated under the laws of England and Wales, whose details are set out in the Partner join form (“Partner”, “you”, “your”). (Each a ‘Party’ and together the ‘Parties’).

(A) GS1 Standards (defined herein) allow businesses to uniquely identify, accurately capture and share information about products, locations and assets. GS1 Standards are used by organisations to create efficiencies and improve consumer trust and to provide businesses with recognised, trusted sources of true and accurate data. 

(B) GS1 UK strive to improve the quality of GS1 Standards implementation, and amplify the use of our standards across sectors. In order to do so, GS1 UK collaborate with partners who not only advocate the use of GS1 Standards but want to have a central role in shaping these standards and driving industry-wide change. 

(C) As a Partner, you wish to promote GS1 Standards and collaborate with GS1 UK to advocate the adoption and implementation of GS1 Standards and take advantage of the Partner Benefits (defined herein) offered through the GS1 UK Partner Programme (defined herein) allowing you to participate in GS1 Standards education and training opportunities as well as industry programs to improve the future of the GS1 Standards amongst other things. 

(D) This Agreement (defined herein) governs your participation in the GS1 UK Partner Programme.

1. Definitions and interpretation 

1.1 In this Agreement (unless stipulated in writing otherwise) the following words and expressions shall have the following meanings:

1.2    In this Agreement (except where the context otherwise requires):

1.2.1    references to any legislation shall include any statutory or other re-enactment or modification thereof (whether before or after the date of this Agreement);

1.2.2    where the context requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders;

1.2.3    references to clauses are to clauses in this Agreement;

1.2.4    references to Parties include references to their respective successors in title, permitted assigns and novatees;  

1.2.5    references to a person includes companies or other bodies corporate as well as individuals, partnerships and all types of firms, associations and unincorporated bodies;

1.2.6    a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.7    any obligation on a Party not to do something includes an obligation not to allow that thing to be done; and

1.2.8    a reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.

1.3    The Schedules form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.4    In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedules, the provision in the body of this Agreement will prevail.

2.1    This Agreement governs the overall relationship of the Parties in relation to participation by you in GS1 UK Partner Programme and your responsibilities as a Partner.

2.2    Upon our acceptance of your participation in the GS1 UK Partner Programme, the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below. 

2.3    This Agreement commences on the Commencement Date and shall automatically renew on an annual basis on the Renewal Date and continue in full force and effect until terminated in accordance with this Agreement (“Term”).
 

3.1    You will apply to become a Partner here. During the application process you and we agree to only use and disclose the other's Confidential Information as necessary for making and considering your application to become a Partner which shall comply with clause ‎22. 

3.2    We may at our option at any time during the Term require you to promptly provide us with reasonable evidence that any information you have given us is true and up to date and that such information and your behaviour is in compliance with the terms of this Agreement. Such information includes, but is not limited to, information in connection with your application to become a Partner, in relation to your products and/or solutions, in respect of your Partner Profile and in the respect of listings for your Approved Products. We can suspend or restrict Partner listings, all references to Approved Products and remove your Partner Profile until you have supplied this evidence and we may terminate this Agreement if you do not comply with this requirement. 

3.3    You permit us to collect information about you and in connection with your performance of this Agreement (including without limitation in respect of your Approved Products listed in the Partner Finder) and disclose information relating to the same as required by law or for compliance with our legal obligations.

3.4    To maintain your Partner status you must at all times during the Term abide by the terms of this Agreement, the Policies and the Code of Conduct which all form part of this Agreement. 
 

4.1    When we accept your application to become a Partner we will give you access to our My GS1 Partner Portal and the Partner Benefits. We may also contact you via telephone, email or other methods.

4.2    You should use our My GS1 Partner Portal to get in touch with us wherever possible, but we may also give you other ways of contacting us, including but not limited to your Partner Manager. 

4.3    You agree to use all reasonable security practices to prevent unauthorised access or damage to our systems. These practices include but are not limited to:

4.3.1    making sure any devices you use to access our systems have up to date anti-virus protection and not introducing any viruses into our systems; and

4.3.2    ensuring that your log-in details and passwords for our systems:

(a)    are only used by your employees who are required to comply with the rules relating to your use of our systems;

(b)    are not shared between users; and

(c)    are changed as and when prompted by our systems.

4.4    You must notify us immediately if you think that log-in details or passwords are being or may be used in an unauthorised way or that the security of our systems has been compromised in any other way.

4.5    Except as permitted by any applicable law which you and we cannot agree to exclude, you must not:

4.5.1    attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our systems in any form or media or by any means;

4.5.2    attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our systems;

4.5.3    access all or any part of our systems to build a product or service which competes with them; or

4.5.4    use our systems to provide services to third parties or allow or assist third parties to access our systems.

4.6    You will not knowingly transmit or cause to be transmitted through any electronic material (including viruses) which may or shall cause detriment or harm in any degree to our systems, the My GS1 Partner Portal or the GS1 Website.

4.7    We reserve the right to amend the Partner Benefits at any time on giving not less than 45 days’ written notice to you in accordance with clause ‎18.1.

5.1    You undertake to:

5.1.1    comply with your obligations set out in ‎Schedule 3‎Schedule 4 [or Schedule 5] as applicable;

5.1.2    act with integrity and not engage in any activity that is likely to corrupt or disparage the aims of GS1 UK or its reputation or goodwill;

5.1.3    comply with, and promote the adoption of, the GS1 Standards and best practice and the importance of using open standards rather than proprietary solutions;

5.1.4    not falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that GS1 UK endorses your product(s) and/or solution(s) or any statement you make;

5.1.5    not violate GS1 UK’s rights or the rights of any third party;

5.1.6    comply with all applicable laws and regulations;

5.1.7    only participate in the GS1 UK Partner Programme and use the My GS1 Partner Portal for lawful purposes;

5.1.8    co-operate with GS1 UK as reasonably required by GS1 UK;

5.1.9    provide in a timely manner all information requested by GS1 UK and ensure such information is true, accurate, up to date (at all times) and not misleading and notify GS1 UK in writing of any changes to such information within a reasonable time; and

5.1.10    at all times abide by the terms of this Agreement, the Policies, the core values of the GS1 UK Partner Programme and the Code of Conduct and such other guidelines and values relating to the GS1 UK Partner Programme as we shall notify to you from time to time.

5.2    You represent and warrant that:

5.2.1    you have obtained any consents and permissions required under the Data Protection Legislation for any Personal Data you provide to GS1 UK;

5.2.2    you have full capacity and authority to enter into and perform this Agreement and participate in the GS1 UK Partner Programme;

5.2.3    this Agreement is executed by your duly authorised representative;

5.2.4    there are no actions, suits or proceedings or regulatory investigations pending or, to your knowledge, threatened against or affecting you before any court or administrative body or arbitration tribunal that might affect your ability to meet and carry out your obligations under this Agreement;

5.2.5    an information or data you provide to us (i) originates from or is authorised or approved (validated) by you; (ii) does not violate any third-party rights (including privacy rights, copyrights, trademarks, patents or other Intellectual Property Rights of any third party) or violate any applicable laws or regulations; and (iii) does not contain any virus, Trojans, worms, logic bombs or any other materials which are malicious or technologically harmful;

5.2.6    the information you provide to us in connection with your application to become a Partner is complete and accurate and you'll promptly notify us of any changes to it and keep your Partner Profile that you create for the Partner Finder up to date;

5.2.7    any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine documents; and

5.2.8    all information you provide to us including those relating to your products and/or solutions will be complete and accurate to allow us to fully assess your product(s) and/or solutions and ensure that they meet and continue to meet the required GS1 Standards and where applicable can retain the status of Approved Products.

If you wish to utilise any other services and tools provided by GS1 UK including, but not limited to, global company prefix and global trade item number check, global location number, QR Codes Powered by GS1 or any other service that is subject to a licence from GS1 UK not covered by this Agreement, you will be required to become a Member and enter into separate terms and where applicable a licence governing the provision of such services. You can peruse the options relating to GS1 UK tools and services here and apply to become a Member here.

We reserve the right to take some, or all, of our systems offline as reasonably required for routine and emergency maintenance or repairs. We will give you as much notice of such downtime as is reasonably possible. You accept that all communications using the internet may be affected by events outside our reasonable control. 

8.1    We will tell you if a Member or any third party complains to us about you or one of your product(s) and/or solution(s) and/or the Approved Products. 

8.2    You must deal with complaints we tell you about, and any complaints you receive directly from Members or any third party.

8.3    You agree that if anyone, including (but not limited to) a Member, any regulator, government body, tax authority, or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

8.3.1    your product(s) and/or solution(s) and or the Approved Products;

8.3.2    information you have provided to us or otherwise distributed through our systems, including but not limited to your Partner Profile, your Approved Product listings, your communications with Members, advertising and any omissions or inaccuracies in such content;

8.3.3    things we have or have not done in reliance on information you have provided (or omitted to provide) to us, including our exercise of rights you've granted to us; and

8.3.4    things you have or have not done including but not limited to any breach of the terms of this Agreement and our Policies, (a “third party claim”), then you will, at our option and as we request, either help us defend or deal with the third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

8.4    You agree to pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses we incur arising out of or in connection with any third party claim. 
 

9.1    Your use of the My GS1 Partner Portal will generate data. 

9.2    We do not currently share data generated through your use of the My GS1 Partner Portal. If this position changes, we will take such steps as required by the Data Protection Legislation in relation to such data sharing. 
 

10.1    In consideration for your participation in the GS1 UK Partner Programme you shall pay the Fees.

10.2    You must pay any invoices we submit to you within 30 days of the date of the invoice. 

10.3    Payment of an invoice shall be made in full and cleared funds in pounds sterling to a bank account nominated by GS1 UK.

10.4    Time for payment of an invoice shall be of the essence.

10.5    All amounts payable by the Partner are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made, the Partner shall pay to GS1 UK such additional amounts in respect of VAT as are chargeable at the same time as payment is due.

10.6    GS1 UK reserves the right to charge an additional fee for collecting payment from a non-UK bank account.

10.7    All amounts due by you shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10.8    If you fail to make a payment due to us under the terms of this Agreement by the due date, then, without limiting the other party's remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.9    GS1 UK shall be entitled to change the Fees at any time on giving not less than 60 days’ written notice to the Partner.
 

11.1    GS1 UK reserves the right, by providing reasonable notice to you, to audit your participation in the Partner Programme, your use of the My GS1 Partner Portal, your use of the Partner Benefits, your Partner Profile, your Approved Products, your listings on Partner Finder, your use of the GS1 UK Trade Marks and/or your use of the QR Codes Powered by GS1. 

11.2    GS1 UK reserves the right, by providing reasonable notice to you, to request that information in relation to any of the items listed in clause ‎11.1 above is provided within a reasonable time frame.
 

12.1    You may publicise your Approved Products listings on your Partner Finder page outside Partner Finder, for example, on your website. In doing so you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by us or Partner Finder. However, you cannot use our stylised name or logos either on their own or in combination with another word or use the Partner Finder on your website profile name or images without our prior written consent. You also cannot create content with the same look or feel as that of Partner Finder.

12.2    We reserve the right to review and approve any marketing materials or communications that feature GS1 UK or publicise your position as a Partner of GS1 UK or your participation in the GS1 UK Partner Programme prior to your use of the same. 

12.3    You shall only be entitled to use the GS1 UK Trade Marks and GS1 Intellectual Property Rights where GS1 UK has expressly agreed in writing to such use, whether in a Trade Mark Licence Agreement or otherwise. GS1 UK shall be entitled to revoke its consent to the Partner using GS1 UK Trade Marks and GS1 Intellectual Property Rights with immediate effect at any time.

12.4    In the event that GS1 UK agrees to your using the GS1 UK Trade Marks and/or GS1 Intellectual Property Rights in your marketing material you shall:

12.4.1    only use GS1 UK Trade Marks and GS1 Intellectual Property Rights for the purpose and in the manner agreed in writing by GS1 UK (whether in a Trade Mark Licence Agreement or otherwise);

12.4.2    ensure that the GS1 UK Trade Marks and GS1 Intellectual Property Rights are correctly reproduced without modification; 

12.4.3    not remove or alter any copyright notices, watermarks, restrictions or signs relating to the GS1 Trade Marks and GS1 Intellectual Property Rights which indicate proprietary rights of GS1 UK; and

12.4.4    not place or depict the GS1 UK Trade Marks and GS1 Intellectual Property Rights in any manner or in any materials that would tend to denigrate, disparage, tarnish, dilute, misrepresent or otherwise adversely affect or take advantage of the GS1 UK Trade Marks or their reputation, GS1 UK or any of GS1 UK’s products or services.

12.5    You acknowledge that GS1 UK owns and will retain all rights, title and interest in and to the GS1 UK Trade Marks and GS1 Intellectual Property Rights.

12.6    You acknowledge that GS1 UK has not made, and does not make, any representation or warranty of any kind in relation to the GS1 UK Trade Marks and GS1 Intellectual Property Rights.

12.7    You shall not sub-license the GS1 UK Trade Marks.

12.8    You shall not use, register or apply to register any trade mark which contains “GS1”, any GS1 UK Trade Mark or anything confusingly similar, anywhere in the world.

12.9    You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks and branding) you provide to us in connection with your products and/or solutions and the Approved Products (your materials) for use in the GS1 UK Partner Programme and for the purposes of listing your products on Partner Finder and operating, improving and marketing Partner Finder in any media. 

12.10    You will indemnify GS1 UK against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by GS1 UK arising out of or in connection with your non-compliance with this clause and any third party infringement arising from our use of your materials.

12.11    Where a third party alleges to you that your participation in the Partner Programme and/or your use of the My GS1 Partner Portal and/or your use of the Partner Benefits and/or your Approved Products listings on your Partner Finder infringes their rights (“Third Party Infringement”), you must:

12.11.1    immediately inform GS1 UK in writing of such claim;

12.11.2    make no admission or settlements without GS1 UK’s prior written consent;

12.11.3    provide all necessary assistance and information that GS1 UK may require; and

12.11.4    allow GS1 UK complete control over the litigation and settlement of any claim.

13.1    We can terminate this Agreement, your rights to use the My GS1 Partner Portal and remove Approved Products from the Partner Finder and/or any Trade Mark Licence Agreement with immediate effect by giving written notice if:

13.1.1    you commit a material breach of any term of this Agreement or any Trade Mark Licence Agreement which breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

13.1.2    you have not complied with the terms of this Agreement, including the Code of Conduct and/or the Policies and your non-compliance involves repeated breaches of any terms of this Agreement or any Trade Mark Licence Agreement;

13.1.3    you have not paid our invoices by the due date;

13.1.4    your product(s) and/or solution(s) do not become Approved Products within six months of the Commencement Date;

13.1.5    your Approved Products no longer meet the GS1 Standards;

13.1.6    you have become Insolvent or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we think your ability to fulfil your obligations under this Agreement is at risk;

13.1.7    we reasonably consider that your being a Partner could expose us or Partner Finder to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on our reputation or our other Partners or Members;

13.1.8    we suspend or cease to provide the GS1 UK Partner Programme and/or Partner Finder;

13.1.9    in our opinion you no longer qualify for Partner status or participation in the GS1 UK Partner Programme; or

13.1.10    you have a change of control within the meaning of section 1124 of the Corporation Tax Act 2010.

13.2    You can terminate this Agreement with immediate effect if we become Insolvent or we suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of our business.

13.3    Without affecting any other right or remedy available to it, either Party may terminate this Agreement on giving not less than one month’s written notice to the other.

14.1    Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breaches of this Agreement which existed at or before the date of termination.

14.2    Immediately on termination of this Agreement (howsoever arising):

14.2.1    all licences granted under this Agreement shall automatically terminate; 

14.2.2    you will no longer be a Partner and your Partner Benefits will immediately cease;

14.2.3    your Partner Profile and all Approved Products and your Partner Finder page will be removed by us from Partner Finder and the GS1 UK Website (as applicable);

14.2.4    you will cease use of any of the GS1 UK Trade Marks, QR Codes Powered by GS1 and GS1 Intellectual Property Rights; 

14.2.5    you will remove and delete any content that suggests your products and/or solutions are Approved Products or that imply that you are a Partner or suggest you are affiliated with the GS1 UK Partner Programme; 

14.2.6    your access to data generated by your use of the My GS1 Partner Portal or arising from Partner Finder shall cease;

14.2.7    any Fees paid shall not be refunded; and

14.2.8    any outstanding Fees shall become payable immediately.
 

15.1    References to liability in the terms of this Agreement mean every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.2    Nothing in this Agreement shall limit GS1 UK’s liability for:

15.2.1    death or personal injury caused by its negligence; or

15.2.2    fraud; or

15.2.3    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

15.2.4    any other liability which cannot be excluded or limited under English law.

15.3    Subject to clause ‎15.2, GS1 UK shall have no liability in contract, tort, negligence, breach of statutory duty or otherwise for any loss of profit, loss of sales, loss of business opportunity, loss of agreements or contracts, loss of anticipated savings, loss of goodwill or reputation, third party claims, pure economic loss or for any indirect or consequential loss or damage

15.4    You acknowledge and accept that GS1 UK will have no liability whatsoever to you or any third party in connection with your participation in the GS1 UK Partner Programme, use of the My GS1 Partner Portal, GS1 UK Website or Partner Finder except to the extent that any loss or damage suffered by you is caused directly by GS1 UK’s negligence or material breach of this Agreement.

15.5    Subject to clause ‎15.2 and ‎15.3, GS1 UK’s aggregate liability in contract, tort, negligence, breach of statutory duty, under any indemnity or otherwise in relation to any breach of this Agreement shall be limited to the Fees paid in the calendar year for which the claim arose.

15.6    You acknowledge and accept that you are liable for your product(s) and/or solution(s), your Approved Products and any information you upload to your Partner Profile. GS1 UK will have no liability whatsoever in relation to or connected to your product(s) and/or solution(s), your Approved Products and any information you upload to your Partner Profile.  

15.7    Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred (as opposed to it becoming aware of its having grounds to make a claim in respect of it) and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

During the Term of this Agreement and for two years afterwards you shall maintain in force appropriate levels of insurance cover with a reputable insurance company to cover the liabilities that may arise under or in connection with this Agreement.

17.1    We and you may share with each other the following types of Personal Data we have collected in connection with this Agreement:

17.1.1    Information about our respective employees; and

17.1.2    Information about individuals working with other organisations that we or you work with
(“Shared Personal Data”).

17.2    We and you agree that we shall only process Shared Personal Data which we receive from the other for the purpose:

17.2.1    dealing with each other's employees and individuals; and

17.2.2    working with other organisations for the purposes of operating this Agreement.

17.3    Both we and you shall comply with all the obligations imposed on a Data Controller under Data Protection Legislation. If either we or you fail to do so, the other can terminate this Agreement in accordance with clause ‎13.

17.4    Without limiting the generality of clause ‎17.5, both we and you will:

17.4.1    ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the Shared Personal Data to the other as well as to their employees and the entities they use in connection with this Agreement (“Permitted Recipients”);

17.4.2    give full information to any Data Subject whose Personal Data may be processed under this Agreement about the nature of such processing. This includes giving notice that, when this Agreement ends, Personal Data relating to them may be retained by or transferred to one or more of the Permitted Recipients, their successors and assignees;

17.4.3    not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

17.4.4    ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;

17.4.5    ensure that appropriate technical and organisation measures are in place to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data. Such measures shall include, but not be limited to, those set out in our privacy policy https://www.gs1uk.org/privacy-policy; and

17.4.6    Not transfer any Shared Personal Data received outside the UK or EA without ensuring that:

(a)    the transfer is to a country approved under the Data Protection Legislation as providing adequate protection; 

(b)    there are appropriate safeguards or binding corporate rules in place, pursuant to the Data Protection Legislation; 

(c)    we or you (as appropriate) otherwise comply with all the obligations imposed under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; or

(d)    one of the derogations for specific situations in the Data Protection Legislation applies to the transfer.17.5    Both we and you shall provide reasonable assistance to the other (at the other Party’s cost) in complying with all applicable requirements of the Data Protection Legislation. 

18.1    We may at any time vary the terms of this Agreement (including the Code of Conduct and the Policies). We will give you not less than 45 days’ written notice (via email or another durable medium) about any such changes, unless they are just editorial changes which do not alter the terms' content or meaning.

18.2    We may at any time vary the Agreement to make any changes that are required to adhere to the GS1 Standards or to meet requirements of law, regulation, policy or industry standards.

18.3    Except for changes made as described in clause ‎18.1 and clause ‎18.2 above, no variation of this Agreement shall be effective unless it is in writing and signed by you and us.

GS1 UK shall be entitled to use your trading name and branding to notify potential Partner’s about the participants of the GS1 UK Partner Programme.

20.1    You warrant and undertake to GS1 UK that:

20.1.1    you will comply with applicable laws relating to taxation, exchange controls, customs matters, anti-bribery, anti-corruption, competition law, money laundering, trade sanctions, financial sanctions and criminal matters, including but not limited to the Bribery Act 2010;

20.1.2    you will not engage in any activity, practice or conduct which could contravene the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the UK, or which could cause GS1 UK to contravene the Bribery Act 2010;

20.1.3    you have in place and will maintain adequate procedures to prevent any act of bribery being committed by it, to avoid the commission of an offence by GS1 UK under the Bribery Act 2010 and to ensure compliance with any local or internationally applicable laws relating to bribery and corruption; and

20.1.4    during the Term of this Agreement, you will comply with any anti-bribery policies, procedures or guidelines which GS1 UK may provide from time to time.

20.2    You shall notify GS1 UK (in writing) if you become aware of any breach of clause ‎20.1.1 or ‎20.1.2, or if you have reason to believe that you have received a request or demand for any undue financial or other advantage.

20.3    Breach of this clause ‎20 shall be deemed a material and irremediable breach of the Agreement by you in accordance with clause ‎13.1.1.

21.1    You warrant and undertake to GS1 UK that:

21.1.1    you will comply with all applicable laws relating to anti-slavery and human trafficking from time to time in force, including but not limited to the Modern Slavery Act 2015;

21.1.2    you will not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK, or which could cause GS1 UK to contravene the Modern Slavery Act 2015;

21.1.3    you have in place and will maintain adequate policies and procedures to prevent slavery and human trafficking being committed by it, to avoid the commission of an offence by the lead partner under the Modern Slavery Act 2015 and to ensure compliance with any local or internationally applicable laws relating to slavery and human trafficking; and

21.1.4    during the term of this Agreement, you will comply with any anti-slavery and human trafficking policies, procedures or guidelines which GS1 UK may provide from time to time.

21.2    Breach of this clause ‎21 shall be deemed a material and irremediable breach of this Agreement by you in accordance with clause ‎13.1.1.

22.1    Each Party shall maintain the confidentiality of the other Party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other Party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.

22.2    Each Party undertakes to disclose the other Party’s Confidential Information only to those of its officers, employees, agents, contractors and professional advisers or to other members of the Group of companies to which it belongs and their officers, employees, agents, contractors and professional advisers to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement and to procure that such persons are made aware of and are bound by obligations of confidentiality.

22.3    Each Party shall give notice to the other of any unauthorised misuse, disclosure, theft or other loss of the other Party’s Confidential Information immediately upon becoming aware of the same.

22.4    The provisions of this clause ‎22 shall not apply to Confidential Information which:

22.4.1    is in or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;

22.4.2    was available to the recipient on a non-confidential basis before disclosure by the disclosing Party;

22.4.3    is lawfully received from a third party free of any obligation of confidence at the time of its disclosure;

22.4.4    is demonstrably independently developed by the recipient, its officers, employees, agents or contractors;

22.4.5    the Parties agree in writing is not confidential or may be disclosed; or

22.4.6    is required by law, by court or governmental order to be disclosed provided that, to the extent permitted by law, prior to any disclosure, as far as is reasonably and lawfully practicable the recipient notifies the disclosing Party and, at the disclosing Party’s request and cost, assists the disclosing Party in opposing any such disclosure.

Neither you nor we (the affected party) shall be in breach of this Agreement or otherwise liable for any failure or delay in performing their obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance due to a Force Majeure Event continues for 2 months, the party not affected may terminate this Agreement by giving 1 month’s written notice to the affected party.

24.1    If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”) then, the Parties shall follow the procedure set out in this clause:

24.1.1    either Party may give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, a representative from each of GS1 UK and the Partner shall attempt in good faith to resolve the Dispute;

24.1.2    if the Parties are for any reason unable to resolve the Dispute in accordance with clause ‎24.1.1 within thirty (30) calendar days of the Dispute Notice, the Dispute shall, where the Partner is a company, be referred to representatives of GS1 UK and the Partner at board director level and the Parties may attempt to settle it by mediation as set out in clause ‎24.1.3 and clause ‎24.1.4; 

24.1.3    if the Parties are still for any reason unable to resolve the Dispute within thirty (30) calendar days of it being referred to board director level (where clause ‎24.1.2 applies) or if the Member is not a company, the Parties will attempt to settle the Dispute by mediation in accordance with the CEDR Model Mediation Procedure (“CEDR”); and

24.1.4    unless otherwise agreed between the Parties within 14 Business Days of the expiry of the thirty (30) day period referred to in clause ‎24.1.3, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, referring the Dispute to a mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed, the mediation will start no later than twenty-eight (28) Business Days after the date of the ADR notice.

24.2    The commencement of mediation shall not prevent the Parties commencing or continuing court proceedings in relation to the Dispute under clause ‎35 which shall apply at all times.

25.1 This Agreement, the Code of Conduct, the Policies and the values, guidelines and all documents referred to in this Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

25.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

26.1    A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

26.2    Neither you nor we require the consent of any other person to rescind or vary this Agreement.

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

28.1    If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

28.2    If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

29.1    You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement without the prior written consent of GS1 UK. 

29.2    GS1 UK shall be entitled to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without your consent.
 

30.1    Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

30.2    Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

31.1    All notices and other communications sent by GS1 UK, including the supply of GS1 UK documentation to you, required or permitted under this Agreement or for the purposes of administering your participation in the GS1 UK Partner Programme, 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 the Partner 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) by post.

31.2    Any such notice or other communication sent by GS1 UK will be deemed delivered: (i) 48 hours after being sent in Electronic Form, or if made available via the My GS1 Partner Portal, when the documentation, communication and/or information is first made available on the My GS1 Partner Portal, or if later, when you are notified of the availability on the My GS1 Partner Portal; (ii) when so delivered personally; or (iii) the next Business Day after sending by post within UK or five (5) Business Days after sending by post to a location outside UK.

31.3    If GS1 UK decides in its discretion to send notices to you by post, then such notices will be sent to the address specified on the Join Form or such other address as you may notify GS1 UK of from time to time). You must provide GS1 UK with a suitable email address for receiving communications from GS1 UK via email in accordance with this clause (unless you opt out of receiving such communications by email in accordance with this clause). 

31.4    All notices and other communications sent by you, required or permitted under this Agreement, will be in writing and will either be delivered in one of the following manner: (i) by email; (ii) personally; (iii) by post.

31.5    Any such notice or other communication sent by you will be deemed delivered: (i) by 9 am on the next Business Day following transmission by email; (ii) when so delivered personally; or (iii) the next Business Day after sending by post within the UK or five (5) Business Days after sending by post from a location outside UK.

31.6    Notices for GS1 UK must be sent to Company Secretary of GS1 UK at GS1 UK’s registered office address, or by email at support@gs1uk.org or such other email address as may be notified to you from time to time.

At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third Party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

34.1    Without prejudice to any other rights or remedies that a Party (first Party) may have, the other Party (other Party) acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the first Party. Accordingly, the first Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

35.1    This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

35.2    Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.

Please contact the partnerships team to find out more about the annual fees for the GS1 UK Partner Programme. Email partnerships@gs1uk.org or call +44 (0) 20 7092 3501.

GS1 UK Partner Programme Fees for any separate listings on Partner Finder, for instance for subsidiary companies and products, shall be charged at a flat rate of our lowest Partner fee tier per separate listing.

The benefits of joining the GS1 UK Partner Programme are here.

1. Products approval

1.1. Following acceptance of your participation in the GS1 UK Partner Programme, we will assess your product(s) and/or solution(s) to make sure they meet the GS1 Standards and with a view to approving them for inclusion in the Partner Finder. Your product(s) and/or solution(s) must obtain product approval and become Approved Products within six (6) months of your becoming a Partner. 1

1.2. In the event that product approval is not secured by you within six (6) months of your becoming a Partner in accordance with paragraph ‎1.1, we reserve the right to immediately terminate this Agreement and in such event the provisions of clause ‎‎14 will apply. 

1.3. You must ensure that your Partner Profile and the listings for your Approved Products on Partner Finder: 

1.3.1. comply with our acceptable use policy https://www.gs1uk.org/end-user-terms; 

1.3.2. only feature high quality images and descriptions of your Approved Products, which you have all the necessary intellectual property and other rights to use and to license to us; 1.3.3. are in the English language and are clear and comprehensible; 

1.3.4. are kept up to date with correct information about the Approved Product, its use and the nominated person or team responsible for the Approved Product; and 

1.3.5. do not use any search engine optimisation techniques which breach search engines’ guidelines or involve deception, including but not limited to keyword stuffing.

1.4. Approved Products will be subject to review by GS1 UK every three years or such other period as GS1 UK shall reasonably determine. 

1.5. GS1 UK reserves the right to withdraw approval of any Approved Products and remove, suspend or restrict any Approved Product listing on Partner Finder without notice if, in the reasonable opinion of GS1 UK: 

1.5.1. the Approved Products are not complying with the GS1 Standards in the prescribed and correct format; 

1.5.2. we have reason to believe that what you have told us about your Approved Products is no longer true or up to date; or 

1.5.3. the Approved Products or the listing of the Approved Products do not comply the terms of this Agreement (including our Policies) or is otherwise unlawful.

1.    You undertake to:

1.1.    create a tick box on your Partner Platform OR Approved Product to enable Members to opt to add the GS1 UK Trade Mark in accordance with the GS1 Standards when the Member generates a QR Code Powered by GS1;

1.2.    before enabling a user to generate a QR Code Powered by GS1 via your Partner Platform OR Approved Product, check the user’s GTIN against the VbG Service [via API] to confirm that the GTIN belongs to an active Global Company Prefix Number. If the Global Company Prefix Number used in the GTIN is not active, you must:

1.2.1.    prevent the user from generating a QR Code Powered by GS1; and

1.2.2.    remove the option for the user to add the GS1 UK Trade Mark to its QR Code Powered by GS1.

1.3.    provided you have complied with paragraph ‎1.2, before enabling a Member to generate a QR Code Powered by GS1 via your Partner Platform OR Approved Product for the first time, you will present the Member with, or provide an external link to, the Trade Mark Licence Agreement – QR Codes Powered by GS1. For the avoidance of doubt, if a Member generates a subsequent QR Code Powered by GS1 via your Partner Platform OR Approved Product, you are not required present the Member with, or provide an external link to, the Trade Mark Licence Agreement – QR Codes Powered by GS1; and

1.4.    notify GS1 UK on a quarterly basis, of which Members have generated QR Codes Powered by GS1, including the Member name, contact details and Global Company Prefix Number