GS1 NIGERIA

1.0 PREAMBLE

1.1 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.

2.0 DEFINITIONS

2.1 The following definitions will apply within these terms and conditions

2.2 'Business Day' means any day of the week except Saturday, Sunday or a national public holiday.

2.3 'GS1' means GS1-Nigeria (Limited by guarantee), an organization incorporated in Nigeria.

2.4 'GS1 Numbers' means the GS1 membership number and product numbers that are issued to licensee by GS1 for the proposed licensee use in accordance with these terms and conditions.

2.5 'Intellectual Property' means patents, registered designs, utility models, trademarks, applications for any of the foregoing, inventions, unregistered trademarks, copyright, confidential information, know-how, processes and trade secrets and other intellectual property, and equivalents of any of the foregoing anywhere in the world and includes the Trademarks.

2.6 'License' means the License granted by GS1 to license to use the GS1 Numbers.

2.7 'Licensee' means licensee

2.8 'Products' means the products manufactured and/or sold by licensee.

2.9 'Registration Form' means the GS1 registration form whereby persons apply to become members of GS1 and for the issue of GS1 Numbers.

2.10 'Terms and conditions' mean these terms and conditions as varied by time to time by GS1 in accordance with clause.

2.11 'Trade marks' means the trademarks associated with GS1/or the GS1 numbering system.

2.13 'Licensee' 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.

2. GRANT OF LICENSE

If GS1 accepts the proposed licensee’s application for membership and issues the proposed licensee with GS1 Numbers, GS1 also grants the proposed licensee a non-exclusive non-transferable License to use those GS1 Numbers in connection with the supply and sale of the proposed licensee Products. The License will commence on the date that GS1 issues the licensee with the proposed licensee GS1 Numbers and will continue until terminated as provided in clause 15.

If GS1 accepts the licensee’s application for membership and issue the licensee with GS1 Numbers, GS1 also grants licensee a non-exclusive, non-transferable License to use the GS1 Numbers in connection with the supply and sale of the proposed licensee’s Products:

• The GS1 numbers are for the exclusive use of the member company
• The GS1 numbers cannot be transferred/sold to third parties.
• The GS1 numbers can only be used in connection with the manufacture, sale and identification of products and in accordance with GS1 system rules.

The License will commence on the date that GS1 issues the licensee with the proposed licensee 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.

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

User Prohibitions: The Licensee is strictly prohibited from doing the following:

a) Using any number licensed by the GS1 to another user.

b) Using numbers that are copied or are similar to the GS1 system.

c) Altering the numbers in any way

d) Challenging GS1’s ownership of the GS1 number

3. COMMENCEMENT DATE

These terms and conditions come into effect for proposed licensee on the date of payment notice or the date on which the GS1 Numbers are issued to the licensee.

4. FEES

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 proposed licensee at least 20 twenty working Days written notice. On expiry of the notice period the increase shall be effective and due and Fees Payable after Termination of Membership:

Where Products bearing GS1 Numbers issued to the proposed licensee are already in the market place at the time of termination of the License pursuant to clause 15, notwithstanding such termination, the licensee 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:

The proposed licensee 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:

Any amounts payable under this clause are exclusive of VAT. The proposed licensee will also pay any VAT in addition to the base amount payable.

5. PROPOSED LISCENSEE CONDUCT

5.1 Not Prejudice GS1's Goodwill: Proposed licensee 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: The proposed licensee 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: The proposed licensee will permit inspection of the proposed Licensee’s 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: The proposed licensee is only entitled to use the GS1 Numbers issued to the proposed licensee by GS1. The Proposed licensee cannot use any number not issued by a verified authorized GS1 organizations or modify numbers issued by GS1 in any way that violate these agreements. The proposed licensee will only use the GS1 Numbers issued to the proposed licensee in connection with the manufacture, sale and identification of proposed licensee products.

6.2 Not Alter the Numbers: The proposed licensee shall not alter the GS1 Numbers Licensed to the licensee in any way.

6.3 No dealing with Numbers: The proposed Licensee 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: The proposed licensee will not permit anyone else to use or display the GS1 numbers issued to proposed licensee.

6.5 No Challenge or Misuse of GS1 Numbers: The proposed licensee 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: The proposed licensee 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 The Proposed licensee may also wish to use the GS1 Numbers and the Trade Marks. The Proposed licensee only rights to use the GS1 Numbers and the Trademarks on marketing and promotional materials are specified in this clause.

7.2 GS1 Consent: GS1 must be given prior written notice of proposed licensee desire to use the GS1 Numbers and the Trademarks in the marketing and promotional materials. Proposed licensee 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).

The proposed licensee 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.

GS1 has an unreserved right to decline approval of the GS1 and Trademark.

GS1 Nigeria Registration Documents

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

8. INTELLECTUAL PROPERTY INFRINGEMENT

In the event that it comes to the proposed licensee’s 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: The proposed Licensee 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.

The proposed Licensee 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 the licensee. 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 the proposed licensee remain a member of GS1 The proposed Licensee 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 and shall not be deemed waived, merged or extinguished upon such termination or expiry.

12. INDEMNITY

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

13. CONFIDENTIALITY

The proposed Licensee 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. The Licensee will only disclose that information to the extent : (a) necessary to perform licensee obligations under the License and on 'need-to-know' basis only. (b) As required by law.

14. ASSIGNMENT AND SUB LICENSES

The proposed licensee shall not assign, transfer or sub-license its 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:

The proposed licensee failed to pay proposed License fee:

The proposed licensee fails to pay the annual proposed License fee by its due date;

The proposed licensee commits a breach of proposed licensee obligations under these terms and conditions:

The licensee is declared bankrupt, goes into liquidation, has a receiver or statutory manager appointed, or (being a company) are wound up otherwise than for the purpose of a reconstruction; or

GS1 ceases to hold the necessary license rights to issue GS1 numbers in Nigeria.

15.2 TERMINATION BY EITHER PARTY:

Either GS1 or Proposed licensee 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 the licensee from liability arising from any prior breach of their terms of this License.

16. CONSEQUENCES OF TERMINATION

On termination of this License, Proposed licensee rights under this License shall terminate and the license 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 proposed licensee Products manufactured or sold by proposed licensee after the termination date.

17. DISPUTE RESOLUTION

Where any dispute arises in relation to the License or any matter arising under it, GS1 and Proposed licensee will make genuine efforts to resolve the dispute by negotiation. Nothing in this clause prevents either GS1 or Proposed licensee 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 either delivered personally or by email or WhatsApp 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 by email, 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 Proposed licensee will be sent to the address specified on proposed licensee Registration Form (or such other addresses as proposed licensee 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 proposed licensee 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 Proposed licensee 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.

20. DECLARATION BY APPLICANT

Our company TSV Food Concepts Limited hereby applies for membership of GS1-Nigeria and, upon being accepted, agrees to abide by the Terms and Conditions governing membership of GS1-Nigeria.

I/We agree to the payment of an annual license fee for the continued use of the allocated barcode numbers.

If GS1 accepts the licensee application for membership and issues the licensee with GS1 Numbers, GS1 also grants the licensee a non-exclusive,

Non - transferable License to use the GS1 Numbers in connection with the supply and sale of Proposed licensee Products:

• 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 and in accordance with GS1 system rules

The License will commence on the date that GS1 issues the proposed licensee with its 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

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 the GS1 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

By inputting the proposed licensee’s name below, the proposed licensee is confirming that proposed licensee’s company commits to meeting the conditions set in this Terms and Agreement as published on the date of signing and that proposed licensee are authorized to make this commitment.