The following terms and conditions apply to the License to use GS1 Numbers granted by GS1-Nigeria to the Licensee. The data so collected, will be used to populate the GS1 Registries. The GS1 registries comprise the Licence Registry. GS1 Identification Key Registries, and the Links Registry. Use of the GS1 Numbers constitutes agreement by the Licensee to these terms and conditions. Failure to observe and abide by these terms and conditions may lead to termination of the License.

1. DEFINITIONS

The following definitions will apply within these Terms and Conditions:

 1.1 “Business Day” means any day of the week except Saturday, Sunday or a national public holiday.

1.2 “GS1” means GS1 Nigeria (Limited by Guarantee), an organisation incorporated in Nigeria

1.3 “GS1 Numbers” means the GS1 membership number and product/location numbers that are issued to You by GS1 for Your use in accordance with these terms and conditions.

1.4 “Intellectual Property” means patents, registered designs, utility models, trade marks, applications for any of the foregoing, inventions, unregistered trademarks, copyright, confidential information, knowhow, processes and trade secrets and other intellectual property, and equivalents of any of the foregoing anywhere in the world and includes the Trademarks.

1.5 “License” means the License granted by GS1 to You to use the GS1 Numbers.

1.6 “Licensee” means You.

1.7 “Products” means the products manufactured and/or sold by You.

1.8 “Registration Form” means the GS1 registration form whereby persons apply to become members of GS1 and for the issue of GS1 Numbers.

1.9 “Terms and conditions” means these terms and conditions as varied from time to time by GS1 in accordance with clause 9.

1.10 “Trade marks” means the trade marks associated with GS1 or the GS1 numbering system.

1.11 “You” means the person, company, corporation or other legal entity, that has signed the Registration Form applying for membership of GS1 and the issuance of GS1 numbers. “Your” has a corresponding meaning.

1.12 “Core Attributes” mean a minimum set of data attributes by product category that are necessary to verify a class of objects that can be identified with a GS1 identification key.

1.13 “Data” mean the GS1 identification key, the Core Attributes related to the object identified by that GS1 identification key and [links to web resources], provided by a Data Provider to an MO and made available to the GS1             Registry Platform.

1.14 “Data Challenge” means a claim that Data is not accurate, not complete or not provided by a Data Provider or an authorised Designee.

1.15 “Data Provider” means any party providing data, including, without limitation, a brand owner, a distributor and an importer, as well as any designee of the brand owner     authorised to create, maintain, manage and/or deliver Data on behalf of  such brand-owner (e.g. content providers).

• GCP” means GS1 Company

Data Provider Agreements

1. Consent.

Data Provider understands and agrees that its Data (including any weblinks) is shared by GS1 Nigeria with data recipients (which may include consumers) through both local and global GS1 services.”

1. Data Provider

Data Provider represents and warrants that the Data:

1. Originates from, is authorised or approved (validated) by the Data Provider
2. Does not violate any third-party rights, including privacy rights, copyrights, trademarks, patents or other intellectual property rights of any third party, or violates any applicable laws or regulations, and

• Does not contain any virus, Trojans, worms, logic bombs or any other materials which are malicious or technologically harmful.”

1. Data Quality.

Data Provider understands that Data submitted will be validated against and shall comply with the GS1 approved data validation rules and any other technical specifications that may be implemented and/or as amended from time to time. Data Provider shall be responsible and liable for the quality of the data.”

1. Remedial Action.

 If GS1 Nigeria, in its sole discretion, suspects or believes that Data is submitted to or published in GS1 Nigeria data service in violation of this agreement (e.g. it violates a third party’s intellectual property rights), it may take appropriate remedial action (including, without limitation, by temporarily suspending the availability of or definitively removing the said Data from the data service and the GS1 Registry Platform.

1. Effects of Termination.

Notwithstanding termination of any agreement(s) between GS1 Nigeria and Data Provider, GS1 may retain the data provided by Data Provider for internal purposes and shall have the right to make third parties aware of the expiry of Data Provider’s rights in the GS1 identification key, as applicable.

1. Limitations of Liability.

Data Provider shall be liable for the data it shares in GS1 Nigeria Data Service. To the fullest extent permitted by law, neither GS1 Nigeria, the Global Office nor any other GS1 Member Organisation shall be liable to a third party for any harm, effects or damages whatsoever, including but not limited to actual, direct, consequential, indirect, incidental or punitive damages, even if advised of the possibility of such damages, arising out of or in relation to the third party’s use of Data Provider’s Data.”

1.  

Data Provider shall fully indemnify, hold harmless and defend GS1 Nigeria, GS1 Global Office as well as any GS1 Member Organisation from and against all claims, actions, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including reasonable attorneys’ fees and costs), brought by any consumer, government agency or other third party which arise out of, relate to or result from

• any allegation that any use, publication or distribution of Data Provider Data infringes any patent, copyright, trademark, data base right or other intellectual property right;
• any breach or alleged breach of this agreement or any applicable laws or regulations by Data Provider and/or its Authorised Users; and/or
• any allegation that any Data Provider Data has been made available by Data Provider in breach of the Data Provider warranties given herein.”

1.  

If Data Provider acts on behalf of (e.g. as an agent, distributor, content provider) a Principal Data Provider (e.g. a manufacturer, brand-owner) to create, maintain, manage and/or deliver its Principal Data Provider’s Data, Data Provider must be able to demonstrate its authority to provide Principal Data Provider’s Data for the purpose and grant the license set out in this agreement at all times and on GS1 Nigeria first request.”

2. GRANT OF LICENSE

If GS1 accepts Your application for registration/membership and issues You with GS1 Numbers, GS1 also grants You a non-exclusive non-transferable License to use those GS1 Numbers in connection with the supply and sale of Your Products and location so identified. The License will commence on the date that GS1 issues You with Your GS1 Numbers and will continue until terminated as provided in clause 15.

• If GS1 accepts Your application for membership and issues You with GS1 Numbers, GS1 also grants You a non-exclusive, non-transferable License to use the GS1 Numbers in connection with the supply and sale of Your Products and your location.
• Numbers are for the exclusive use of the member company
• Numbers cannot be transferred/sold to third parties
• Numbers can only be used in connection with the manufacture, sale and identification of products, legal entity, function, fixed physical, mobile physical, digital locations, and in accordance with GS1 system rules

The License will commence on the date that GS1 issues You with Your GS1 Numbers and will continue until terminated as provided in clause. In the case of a GTIN, A member company that has resigned its membership or whose membership is terminated for non-payment of the membership fee must cease to use the numbers

• An ex-member is still liable for fee payments if ex-member continues to use the GS1 numbers
• Any outstanding fees are still due following the termination of the membership

A member company is prohibited from

• Using any number licensed by GS1 Nigeria to another user
• Using numbers that are copied or are similar to the GS1 system
• Altering the numbers in any way – Challenging GS1’s ownership of the GS1 number

 

3. COMMENCEMENT DATE

3.1 Effect: These terms
and conditions come into effect for You on the date of payment notice or the date on which the GS1 Numbers are issued to You.

4. FEES

4.1 Amount of License
fee: As at the commencement of the License, the amount of the annual License fee is as specified in the Registration Form. GS1 Nigeria may, from time to time, increase the amount of the License fee by giving You at least 20 Business Days written notice. This may affect a new license. On expiry of the notice period the increase shall be effective and due.

4.2 Fees Payable after
Termination of Membership: Where Products bearing GS1 Numbers issued to You are already in the market place at the time of termination of the License pursuant to clause 15, notwithstanding such termination You will remain liable for a fee equivalent to the License fee for the period that those Products remain in the marketplace.

4.3 Default Interest:
You will pay interest on any amount due and not paid within the time frame required by the License. Such interest will be payable on the amount outstanding from the due date until payment at the rate of 15% per annum.

4.4 VAT: Amounts
payable under this clause are exclusive of VAT. You will also pay any VAT in addition to the base amount payable.

5. YOUR CONDUCT

5.1 Not Prejudice GS1’s Goodwill: You will not at any time during the term of the License, or after its termination, be a party to any act, matter or thing whereby GS1’s goodwill, trade or business may be prejudicially affected or brought into disrepute.

5.2 Standards: You will abide by and comply with the technical standards set out in the GS1 Nigeria manuals/guidelines and such other directions as GS1 may give from time to time.

5.3 Inspection: You will permit inspection of Your operations and Products which relate to the GS1 Numbers at regular intervals to ensure that these terms and conditions are being observed and complied with.

6. USE OF GS1 NUMBERS AND OTHER INTELLECTUAL PROPERTY

6.1 Use of GS1 Numbers: You are only entitled to use the GS1 Numbers issued to you by GS1. You must not use any numbers issued by GS1 to any other person. You must not use any numbers which purport to be issued by GS1 or which copy the GS1 numbering system. You will only use the GS1 Numbers issued to you in connection with the manufacture, sale and identification of your products and locations.

6.2 Not Alter the Numbers: You will not alter the GS1 Numbers Licensed to You in any way.

6.3 No dealing with Numbers: You recognize GS1\’s title to the GS1 Numbers and related Intellectual Property and shall not at any time do or suffer to be done any act or thing which may in any way impair GS1\’s rights in the GS1 Numbers or related Intellectual Property.

6.4 Not Permit Display: You will not permit anyone else to use or display the GS1 numbers issued to you.

6.5 No Challenge or Misuse of GS1 Numbers: You shall not at any time, either during the term of the License or after termination, directly or indirectly :

6.5.1 Challenge Ownership of Numbers: Challenge, call into question or raise any questions concerning the validity or ownership of the GS1 Numbers or related Intellectual Property; or

6.5.2 Seek Registration of similar Numbers: Use or seek registration of any Intellectual Property including any design which incorporates or includes, or is substantially identical to, or deceptively or confusingly similar to, the GS1 Numbers or related Intellectual Property without GS1\’s prior written consent.

6.6 Proprietary Notices: You will ensure that all proprietary notices that GS1 may require from time to time, appear on the Products.

7. USE OF GS1 NUMBERS AND TRADE MARKS FOR MARKETING/PROMOTION

7.1 You may also wish to use the GS1 Numbers and the Trade Marks. Your only rights to use the GS1 Numbers and the Trade Marks on marketing and promotional materials are specified in this clause.

7.2 GS1 Consent: GS1 must be given prior written notice of Your desire to use the GS1 Numbers and the Trademarks in the marketing and promotional materials. You may only use the GS1 Numbers and/or the Trademarks if GS1 gives its approval to such use (such approval to be granted or withheld in GS1\’s sole discretion). You will submit samples of the proposed marketing and promotional materials to GS1 for approval at least 15 Business Days prior to the intended date of publication.

7.3 Correct Reproduction of Trade Marks: If you are permitted to use the Trade Marks for marketing and promotional materials, You must ensure that the Trade Marks are correctly reproduced.

8. INTELLECTUAL PROPERTY INFRINGEMENT

 In the event that it comes to Your notice that : (a) there is an infringement or suspected infringement of the Intellectual Property in the GS1 Numbers or the Trademarks; or (b) the GS1 Numbers infringe or are suspected of infringing intellectual property rights of others, THEN: * You will promptly notify GS1 in writing. GS1 will have control over any steps GS1 may wish to take in relation to * suspected infringement and all such steps shall be at GS1\’s cost. You will provide information and assistance in respect of such suspected infringement as GS1 reasonably requests.

9. VARIATION OF TERMS AND CONDITIONS

GS1 has the right to vary these terms and conditions at any time by given written notice to You. Any such variation notified by GS1 shall take effect immediately (unless a later date is specified in the notice).

10. COMPLIANCE WITH GS1 RULES 

As long as You remain a member of GS1 You must comply with the rules of GS1, as registered with the Registrar of Corporate Affairs Commission.

11. SURVIVAL 

The covenants and acknowledgements contained in clauses 4.3, 5.1, 8, 12, 13 and 15 shall remain in force and effect after the termination or expiry of the License for any reason and shall not be deemed waived, merged or extinguished upon such termination or expiry.

12. INDEMNITY

You agree to indemnify GS1 against claims, suits, losses, damages or costs suffered or incurred by GS1 as a result of Your conduct, Your use of the GS1 Numbers and any breach of these terms and conditions by You (except to the extent GS1 causes or contributes to the claims, suits, losses, damages or costs).

13. CONFIDENTIALITY

You will always keep confidential and secure, and not exploit or otherwise misuse, any information of GS1\’s which is identified as or would reasonably be expected to be, proprietary, confidential or commercially sensitive. You will only disclose that information to the extent : (a) necessary to perform Your obligations under the License and on “need-to-know” basis only. (b) As required by law.

14. ASSIGNMENT AND SUB LICENSES

You shall not assign, transfer or sub-license Your rights and obligations under the License.

15. TERMINATION

15.1 GS1 Termination: GS1 shall have the right to terminate the License immediately by giving notice if :

15.1.1 Fail to Pay License fee: You fail to pay the annual License fee for GTIN by its due date;

15.1.2 Breach: You commit a breach of Your obligations under these terms and conditions:

15.1.3 Insolvency: You are declared bankrupt, go into liquidation, have a receiver or statutory manager appointed, or (being a company) are wound up otherwise than for the purpose of a reconstruction; or

15.1.4 Head License Terminates: GS1 ceases to hold the necessary license rights to issue GS1 numbers in Nigeria.

15.2 Termination by either Party: Either GS1 or You may otherwise terminate this License in any other circumstances by giving six months written notice to the other party.

15.3 No Release from Obligations: Termination of this License does not relieve either GS1 or You from liability arising from any prior breach of their terms of this License.

16. CONSEQUENCES OF TERMINATION

On termination of this License, Your rights under this License shall terminate and You will immediately comply with the following:

16.1 Cease to Use Intellectual Property: Cease all direct or indirect use of GS1 Numbers and related Intellectual Property;

16.2 Return Materials: Return (without retaining copies thereof) all material, notes, data, instructions and other papers, samples, materials and property GS1 has supplied or other items which contain GS1\’s confidential information or Intellectual Property relating to the GS1 Numbers; and 16.3 Cease applying GS1 Numbers to Products or Locations: Cease applying the GS1 Numbers to Locations and any of your Products manufactured or sold by You after the termination date.

17. DISPUTE RESOLUTION 

Where any dispute arises in relation to the License or any matter arising under it, GS1 and You will make genuine efforts to resolve the dispute by negotiation. Nothing in this clause prevents either GS1 or You from applying to a court for urgent relief.

18.  NOTICES 

All notices and other communications required or permitted under this License shall be in writing and shall be delivered personally, sent by registered post (within Nigeria) or email. Notices for You will be sent to the address specified on Your Registration Form (or such other address as You may notify GS1 of from time to time). Notices for GS1 must be sent to the Chief Executive of GS1 at GS1\’s address as notified to You from time to time.

19. GENERAL LEGAL PROVISIONS

19.1 Governing law: The terms and conditions are governed by the laws of Nigeria. GS1 and You submit to the non-exclusive jurisdiction of Nigerian courts by the relevant party providing it.

19.2 Severance: If any provision contained in these terms and conditions is held to be illegal, invalid or unenforceable, it shall be severable, shall be deemed to be deleted from these terms and conditions and shall not affect the validity or enforceability of other provisions in these terms and conditions.

Please be informed that further proof of documentation, stating the authenticity of a particular information completed might be required if GS1 Nigeria deems it necessary before the commencement of processing an application.