The following terms and conditions apply to the License to use GS1 Numbers granted by GS1-Nigeria to the Licensee. 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 organization incorporated in Nigeria
1.3 "GS1 Numbers" means the GS1 membership number and product 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 by 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.
2. GRANT OF LICENSE
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 those GS1 Numbers in connection with the supply and sale of Your Products. 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.
The License will commence on the date that GS1 issues You with Your GS1 Numbers and will continue until terminated as provided in clause. 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
A member company is prohibited from
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.
4.1 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 may, from time to time, increase the amount of the License fee by giving You at least 20 Business Days written notice. On expiry of the notice period the increase shall be effective and due and
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: All 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.
6.2 Not Alter the Numbers: You will not alter the GS1 Numbers Licensed to You in any way. \n 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.
15.1 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 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: Cease applying the GS1 Numbers to 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 sent by facsimile transmission (and promptly confirmed by registered post or, in the case of overseas mail, by air courier service). Any such notice shall be deemed given when so delivered personally, or if sent by facsimile transmission on the next following business day in the country in which it is received, or the next day after sending by registered post within Nigeria. 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.