GS1 Canada User Type 1 - Data Provider ECCnet Service Agreement - Terms & Conditions THIS SERVICE AGREEMENT (“Agreement”) dated the day of, B E T W E E N: GS1 Canada (formerly the Electronic Commerce Council of Canada and hereinafter referred to as "GS1 Canada") - and XXX (hereinafter referred to as "you" or any derivative of “you”) 1. This Agreement 1.1. This Agreement sets out the terms and conditions that govern access to and use of the Services provided by GS1 Canada to the Data Provider, which will include the entry of product data in ECCnet Registry. Note: for data providers seeking to synchronize product data with data recipients registered in the Global Data Synchronization Network (GDSN), please refer to information regarding the GS1 Canada GDSN data pool service: http://www.gs1ca.org/page.asp?LSM=0&intNodeID=0&intPageID=625 2. Definition of Service 2.1 GS1 Canada uses the trade name of ECCnet Registry to refer to an online, multi-industry, product information catalogue service that has been designed by industry, for industry, as a multi- functional service offering. The Services described in Schedule A are an integral part of this Agreement and are subject to change with the evolution of the supply chain and user requirements. GS1 Canada membership entitles you to entry of product data in ECCnet Registry, in accordance with the terms of this Agreement. Organizations that have a registered Company Prefix Licence with another GS1 Member Organization are eligible to engage in ECCnet Registry without a GS1 Canada membership, subject to participation fees. 3. GS1 Canada Responsibilities 3.1 GS1 Canada will: (a) Provide you and each Designated Agent with a distinct alias, user ID and password ("Sign On") to enable you to access and use ECCnet Registry. Until you receive the consent of GS1 Canada, and the agreement of such parties to abide by the terms of this Agreement, you must not permit any third party to access or use ECCnet Registry. GS1 Canada may change a "Sign On" at any time after giving notice to you; (b) Provide Auto Updates to any Buyer/retailer/distributor or other party who has been nominated as your Trading Partner . Auto updates are generated whenever you add, update, correct or delete GTINs within your Product Catalogue stored in ECCnet Registry; (c) Provide telephone support via the GS1 Canada Helpdesk on its national toll free number or via e-mail address; (d) Manage ECCnet Registry and the GS1 Canada website, but GS1 Canada is not a party to any transaction made through or as a result of ECCnet Registry. As manager, GS1 Canada will take reasonable steps to see that ECCnet Registry performs substantially in accordance with the ECCnet Registry user documentation published periodically, and provide the Services. GS1 Canada may, but is not obligated to, act on the recommendation of the Canadian Collaborative Commerce Committee; (e) Make every reasonable effort to protect confidential data available through ECCnet Registry, so that access to such data is available to only authorized users designated by you. 3.2 Subject always to the provisions of Clause 6 hereof (Disclaimer of Warranties and Limitation of Liability), GS1 Canada will take commercially reasonable steps to: (a) See that all data properly submitted to ECCnet Registry by user is kept in a secure and uncorrupted state; and (b) Restore ECCnet Registry and the Services in the event of an interruption or suspension ECCnet Registry or the Services. 3.3 GS1 Canada may from time to time make modifications to ECCnet Registry, including its design, functionality and appearance, and engage third party service providers to supply any element of ECCnet Registry or the Services as independent contractors. In the event GS1 Canada engages an independent contractor to provide any of the Services or component thereof, GS1 Canada will have no liability for such independent contractor. GS1 Canada will assign to any user the right to claim directly against such independent contractor. Such claim shall be governed by the terms and conditions on which such independent contractor offers its services to customers, which terms and conditions may contain exclusions and limitations of liability. 3.4 GS1 Canada may access ECCnet Registry on your behalf for purposes associated with the provision of ECCnet Registry, including administration, training, education and support. 3.5 GS1 Canada may remove from ECCnet Registry any content that it reasonably regards as inappropriate or likely to cause a breach of this Agreement by you. GS1 Canada will give you notice of its intention in accordance with this Agreement prior to removal of any Content. 3.6 GS1 Canada may at any time suspend your access to or use of ECCnet Registry for any reason, including but not limited to, the following: (a) Actions by you that are deemed by GS1 Canada to be a breach of this Agreement or compromise the integrity of the ECCnet Registry and ECCnet Implementation Services; (b) Actions by you that are deemed by GS1 Canada to endanger the use and operation of ECCnet Registry; (c) Use of the information in ECCnet Registry for purposes other than outlined in this Agreement; (d) Termination of your Membership/Participation Agreement with GS1 Canada. GS1 Canada Service Agreement User Type I –- Data Provider Page 2 January 2012 Except where termination of your Membership/Participation Agreement with GS1 Canada leads to such suspension, GS1 Canada will attempt to notify you of any such suspension. 4. Data Provider Responsibilities 4.1 You are solely responsible: (a) For entering, maintaining, validating and correcting Content (with the exception of data provided by GS1 Canada) using the reasonable security procedures available in ECCnet Registry and administering access to Content by your authorized users. You understand that third parties will rely on the accuracy of such data, which may concern the health and/or safety of the public; (b) For obtaining at your own cost all equipment, software and/or Internet services (including browser software and Internet service provider) necessary to enable you to access and use ECCnet Registry; (c) For implementing further procedures and measures necessary to safeguard and back-up your files, data and programs. 4.2 In using ECCnet Registry, you must: (a) Comply with all applicable laws; (b) Comply with all procedures, as established or modified by GS1 Canada, in relation to your use of ECCnet Registry. In establishing or modifying these procedures, GS1 Canada may, but is not obligated to, act on the recommendations of the Canadian Collaborative Commerce Committee. (c) Use ECCnet Registry strictly in accordance with this Agreement for the purposes contemplated by this Agreement; (d) Keep the "Sign On" details confidential at all times and not permit any party, other than your employees and agents, to use your "Sign On" to access ECCnet Registry, and notify GS1 Canada immediately of any breach of security of your "Sign On"; (e) Upload Scan Verification Reports, Data Provider provided images and other attachments; (f) Within a reasonable time add all your current GTINs to your Product Catalogue in ECCnet Registry, but in any event; (i) no later than six months from the signing of this Agreement; and (ii) before submitting the item for testing, measuring or imaging by ECCnet Image & Validation (ECCnet I&V) services; (g) Not tamper with or otherwise modify ECCnet Registry; (h) Take reasonable precautions to protect the security, privacy and confidentiality of ECCnet Registry; (i) You must not, and must ensure that any person accessing or using ECCnet Registry via your computer systems does not: (i) use any data or information entered onto, or made available to you via, ECCnet Registry by other users of ECCnet Registry (“Trading Partner Information”) other than for the purposes of GS1 Canada Service Agreement User Type I –- Data Provider Page 3 January 2012 conducting transactions and exchanges of data in the manner reasonably contemplated by these terms and conditions; (ii) repackage, resell, redistribute or disclose Trading Partner Information to third parties except by the publish and subscribe data exchange processes. (j) Not post, send or otherwise make available through ECCnet Registry any material that (i) contains any virus, trojan, worm or similar deleterious program that may damage or interfere with the operation of ECCnet Registry; (ii) Infringe ECCnet Registry's or a third party's intellectual property rights; (iii) is defamatory, harassing or obscene; (iv) is illegal, fraudulent, misleading or deceptive; or (v) Is classified by GS1 Canada, in its sole discretion, as inappropriate for inclusion on ECCnet Registry; (k) Provide to GS1 Canada information that is reasonably necessary for GS1 Canada to make available ECCnet Registry and ensure that this information is both accurate and complete and delivered to GS1 Canada in a timely manner; (l) Not breach or attempt to breach the security of ECCnet Registry; (m) Not interfere with the normal operation of ECCnet Registry; and (n) Grant GS1 Canada the right to use your name in promotional material, including promotional material published by a service provider. 4.3 You may identify your Trading Partners to GS1 Canada as authorized users. You can grant authorized users "access only" to your Product Catalogue data, with a right to receive Auto Updates if the authorized user is registered with ECCnet Registry. GS1 Canada may act upon your identification of such parties given electronically, and has no liability for the use of ECCnet Registry by such parties. 5. Fees and payment 5.1 GS1 Canada has provided you with a quotation for the Fees covering the current cost of the Services requested by you. By signing this agreement, you are accepting such quotation, and agreeing to pay the Fees as invoiced in accordance with Clause 5.2. Such Fees are subject to change upon 30 days notice given in accordance with Clause 10.5. Unless otherwise specified, all fees exclude applicable taxes any other applicable federal and provincial taxes and duties (which must be paid by you). 5.2 GS1 Canada will issue an invoice for the Fees as quoted to you. You or your designated agent must pay this invoice(s) within 30 days from the date of invoice. Payment may be made by cheque or electronic funds transfer to GS1 Canada's nominated bank account or agreed direct debit authority. 5.3 Where you authorize an agent to load and maintain data relating to products covered by your Company Prefix Licence, the agent must be designated by you, as an agent. To appoint an agent as your Designated Agent, contact GS1 Canada at 1.800.567.7084 or at info@gs1ca.org. A Letter of Authorization must be provided to GS1 Canada; a $150 administration fee applies. 5.4 Where you have full rights to enter, maintain or correct data in your own Product Catalogue relating to products for which another party has a Company Prefix Licence, your exercise of these rights is subject to the terms and conditions of this Agreement. GS1 Canada Service Agreement User Type I –- Data Provider Page 4 January 2012 5.5 You agree to the further credit, payment and collection terms found at the conclusion of Schedules B and C. 5.6 Under Clause 9, this Agreement and your Product Catalogue in ECCnet Registry will be terminated if you do not pay all arrears of Membership and/or ECCnet Registry fees within fourteen days after receipt of demand for payment. Your customers will be notified that your Product Catalogue is no longer active. If you apply for re-instatement, you must pay the greater of (a) $5,000, or (b) the normal charges for loading all data in your Product Catalogue. 6. Disclaimer of Warranties and Limitation of Liability 6.1 EXCEPT AS EXPRESSLY STATED IN CLAUSES 3 AND 8, GS1 CANADA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OF EITHER ECCNET OR ANY SERVICE OR ANY COMPONENT THEREOF PROVIDED BY ANY THIRD PARTY SERVICE PROVIDER, OR INFORMATION OR DATA DERIVED THERE FROM 6.2 NEITHER GS1 CANADA, NOR ANY THIRD PARTY SERVICE PROVIDER, SHALL BE LIABLE FOR, AND THE MEASURE OF DAMAGES SHALL NOT INCLUDE, ANY AMOUNTS, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES EVEN IF GS1 CANADA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3 THE TOTAL LIABILITY OF GS1 CANADA TOWARDS YOU, WHETHER UNDER THIS AGREEMENT OR UNDER THE GENERAL LAW, WHETHER BASED ON ACTIONS OR CLAIMS UNDER STATUTE, OR IN CONTRACT, EQUITY, TORT OR OTHERWISE, SHALL NOT EXCEED THE LAST ANNUAL MEMBERSHIP FEE PAID BY YOU PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO YOUR CLAIM AGAINST GS1 CANADA. 6.4 THE TOTAL LIABILITY OF ANY THIRD PARTY SERVICE PROVIDER, HOWSOEVER ARISING, AND WHETHER BASED ON ACTIONS OR CLAIMS UNDER STATUTE, OR IN CONTRACT, EQUITY, TORT OR OTHERWISE, SHALL NOT EXCEED THE LIMITATION AMOUNT CONTAINED IN THE TERMS AND CONDITIONS ON WHICH THE SERVICE PROVIDER CURRENTLY OFFERS ITS SERVICES TO GS1 CANADA AS MANAGER OF ECCnet, WHICH LIMITATION AMOUNT MAY BE EXPRESSED AS A SUM CERTAIN OR AN AMOUNT BASED ON PAYMENTS TO THE SERVICE PROVIDER EITHER BY YOU OR BY GS1 CANADA ON YOUR BEHALF FOR A PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO YOUR CLAIM. 7. Intellectual Property 7.1 You agree that all intellectual property rights in and to ECCnet Registry are owned by GS1 Canada or its licensors. GS1 Canada acknowledges that you are the owner of all data, and that in accordance with Clause 3.1(e) it will make reasonable efforts to see that Confidential Content is not accessible except to authorized users identified by you. 7.2 As regards any Content, you grant GS1 Canada a non-exclusive, perpetual, irrevocable and royalty free license to use, reproduce and adapt the Content for the purposes of: (a) Providing ECCnet Registry; and GS1 Canada Service Agreement User Type I –- Data Provider Page 5 January 2012 (b) Making that Content (other than the Confidential Content) available to any registered user of ECCnet Registry (whether that Content is made available in connection with ECCnet Registry or otherwise) on or after the date on which, according to GS1 Canada's rules for ECCnet Registry, that Content is made available to all registered users of ECCnet Registry. 8. Confidentiality and Security 8.1 Each party ("Recipient") must keep the confidential information of the other party ("Discloser") confidential, safe and secure and not disclose it to any person other than: (a) the Recipient's agents, advisors, contractors and personnel who have a need to know, provided they are subject to an obligation to keep the confidential information confidential; or (b) where required to do so by law. 8.2 The Recipient will use the confidential information of the Discloser solely for the purpose of using or operating ECCnet Registry in accordance with this Agreement. 8.3 Confidential information includes: (a) in the case of GS1 Canada, all “Sign On” details provided to you; and (b) in the case of you, any Confidential Content disclosed to GS1 Canada. 8.4 Confidential information does not include any information that is: (a) public knowledge at the time it is supplied to Recipient, or becomes public knowledge subsequently other than through breach of an obligation of confidence; or (b) in Recipient's lawful possession prior to it being supplied to Recipient. 8.5 The Global GS1 Electronic Party Information Registry (GEPIR) As a member of the Global GS1 organization, GS1 Canada participates in The Global GS1 Electronic Party Information Registry (GEPIR) that allows an online search of GTINS, GLNs, Container Codes and basic company information. In response to a search request through GEPIR, GS1 Canada will release Member profile information such as; Company name, address, telephone, fax, e-mail address, GTINs, GLNs and container codes 9. Term and Termination 9.1 This Agreement commences on the date on which you agree to these terms and conditions and continues, subject to payment by you of the applicable Fees, until terminated in accordance with this Agreement. 9.2 In addition to any other right of termination provided for in this Agreement, either party may terminate this Agreement by notice to the other party if: GS1 Canada Service Agreement User Type I –- Data Provider Page 6 January 2012 (a) the other party breaches any term of this Agreement and, if it is capable of being remedied, fails to remedy it within 14 days after receipt of notice requiring it to do so; or (b) the other party becomes insolvent, has a receiver or trustee in bankruptcy appointed, enters into liquidation, is subject to an arrangement for protection from your creditors, fails to comply with a statutory demand, is otherwise unable to pay your debts when due. 9.3 Either party may terminate this Agreement at any time by providing 30 days notice to the other party. 9.4 If this Agreement is terminated, access to your data in your Product Catalogue also terminates. GS1 Canada may in its discretion and without further notice to you remove your data in your Product Catalogue from ECCnet Registry. If you apply for re-instatement of your Product Catalogue you must pay the greater of (a) $5,000, or (b) the normal charges applicable to loading of all data in your Product Catalogue. 10. General 10.1 The parties are independent contractors. Nothing in this Agreement makes a party an agent, partner or joint venturer of the other. 10.2 You may not assign this Agreement without GS1 Canada's prior written consent. 10.3 This Agreement is the entire agreement of the parties concerning your subject matter. 10.4 An obligation of a party (other than an obligation to pay money) is suspended to the extent the party is prevented from performing that obligation because of an event beyond its reasonable control. 10.5 GS1 Canada may amend this Agreement or the Fees charged for the Services periodically by notice to you. If you continue to use ECCnet Registry following the expiration of 30 days from the date of such notice, you are deemed to have accepted the new Fees and the amendment of this Agreement. 10.6 The law of the Province of Ontario governs this Agreement. You agree to submit to the exclusive jurisdiction of the courts of Ontario for the determination of any dispute concerning this Agreement or the supply of ECCnet Registry. You waive any rights under the Class Proceedings Act, 1992 of the Province of Ontario, S.O. 1992, Chapter 6, to have the action in which you assert your claim certified as a class proceeding and you appointed as a representative plaintiff. 10.7 Any notice required under this agreement may be given electronically to GS1 Canada at support@gs1ca.org and to you at (insert email address of recipient). 11. Definitions 11.1 In this Agreement the following words have the meanings set out below or in GS1 Canada’s website glossary at [insert website] unless a contrary intention appears: Authorized Users means persons authorized to exercise rights as designated by you with respect to your data in accordance with the provisions of Clause 3.1 (b). GS1 Canada Service Agreement User Type I –- Data Provider Page 7 January 2012 Auto Updates are the electronic messages that ECCnet Registry automatically sends to a Buyer/retailer/distributor who has been nominated as a Trading Partner of the vendor/supplier. Auto updates are generated whenever a party executing this Agreement adds, updates, corrects or deletes GTINs within their Product Catalogue stored on ECCnet Registry. Buyer means a person using ECCnet Registry for the purpose of viewing the Content of vendors. Canadian Collaborative Commerce Committee means a cross-industry forum facilitated by GS1 Canada with the mandate to collaboratively develop solutions to common supply chain issues and to align business practices with North American and global standards. Content means the text, images and other material provided by you to GS1 Canada for purposes of publication in ECCnet Registry. Confidential Content means the prices of, or trading terms relating to any products included in a Product Catalogue hosted on ECCnet Registry, which you have designated as being available only to authorized users, and other Content to the extent to which, in the opinion of the Canadian Collaborative Commerce Committee, it should be subject to restrictions on disclosure. Data Pool(s) means those persons or entities that have executed a Global Registry Access and License Agreement (“GRALA”) with the GS1 GDSN, by which they have access to use the GDSN and the GS1 Global Registry® on behalf of subscribing customers. For more information about GS1 Canada GDSN visit http://www.gs1ca.org/page.asp?LSM=0&intNodeID=0&intPageID=625. Data Provider means a company or organization entering data in ECCnet Registry for goods for which it has a Company Prefix Licence, including a retailer who registers his own Company Prefix Licence and registers GTINs in ECCnet Registry, or a company or organization that is authorized by another organization with a Company Prefix Licence to maintain content on ECCnet Registry pertaining to products covered by the Company Prefix Licence. Examples of this type of user could include, but are not limited to, manufacturers, importers, distributors, wholesalers or brokers who are responsible for the supply of goods and services to their Trading Partners. Designated Agent means a company holding an appointment executed by you provided by GS1 Canada. ECCnet Registry refers to Canada’s national product registry, which is managed by GS1 Canada, and is currently accessible at www.gs1ca.org or such other address, as is notified by GS1 Canada periodically. Global Data Synchronization Network or GDSN means a network of interoperable Data Pools and the ® GS1 Global Registry that enables data synchronization per the GS1 System of standards. GTINs are Global Trade Item Numbers, historically more commonly known as UPC or EAN numbers. GTINs are used to uniquely identify products. When identifying products, each product level is to be assigned a unique GTIN (i.e. each Consumer Unit, Bulk Package, Case, etc.) Fees means GS1 Canada's fees for ECCnet Registry and the Services as described in Schedule B, as quoted to you from time to time. Product Catalogue means the totality of products assigned a GTIN and entered by the party executing this Agreement or its designated agent in ECCnet Registry. GS1 Canada Service Agreement User Type I –- Data Provider Page 8 January 2012 Publicly available information means the static data associated with the product that will become publicly available to registered users of ECCnet Registry after the Public Release Date. Registration Form means the registration form for ECCnet Registry, as may be designated by GS1 Canada from time to time. Source Trading Partner means the owner of ECCnet Registry Data. Trading Partner(s) shall mean the manufacturer, supplier, wholesaler, distributor, retailer or other member of global supply and demand chain which has agreed to and indicated its written acceptance to the GS1 Canada Type 1 and/or Type 2 Agreement(s) . You means the Data Provider and related parties for whom the contracting party represents as outlined in Schedule C who has signed this Agreement and whose details are set out in the Registration Form, and all parties who have been authorized to access ECCnet Registry on your request. Signed:__________________________ Signed: __________________________ Signed:__________________________ Signed: __________________________ On behalf of YOUR Corporation On behalf of GS1 Canada GS1 Canada Service Agreement User Type I –- Data Provider Page 9 January 2012 Schedule A - Description of ECCnet Value-Added and Implementation Services 1. Core Services ECCnet Registry Product Information Catalogue Service ECCnet Registry is a product information catalogue service that provides Trading Partners with access to accurate standardized data required to distribute basic product information quickly and efficiently. Providing all manufacturers with the tools necessary to maintain and publish their product listing data in a single industry Product Catalogue Providing retailers/distributors with a single, consistent, accurate source for subscribing to product information from all their suppliers, for any type of product. Automating the process of validating, distributing, receiving, and maintaining key product information that provides the foundation for all other critical business processes. Uniform product identification using the GS1 GTIN (Global Trade Item Number) standard to define pallets/modules, cases, inner packs, prepacks, and consumer units. Key Features of the Product Information Catalogue Service a) Accessible by Web or EDI (832 Transaction Set) b) Access controls & Auto Updates c) Security & Reliability d) Centralized maintenance of item, packaging hierarchy and pallet information e) Support for customer-specific information f) Manufacturers manage distribution/publication of product details g) Retailers/distributors manage their subscription to a manufacturer’s product hierarchy ECCnet Data Integrity Services and Support ECCnet Data Integrity Services include product information validation tools and processes that support industry emphasis on and commitment to data integrity in the Canadian supply chain. Support for data providers is available upon request to assist with these processes. 2. Other Products and Services In addition to the core services provided by GS1 Canada as outlined in (1) above, GS1 Canada will from time to time offer additional services associated with ECCnet Registry. The use of these additional services is not a pre requisite to the ongoing use of ECCnet Registry and is not covered by the Terms & Conditions of this Agreement. The following products and services will be provided at an additional cost as outlined in Schedule B: User Training will be provided on a group basis. Option 1 – External Training - at a venue supplied by GS1 Canada. A minimum of 10 attendees from various companies is required for each training session. Each training session will be specific to each user type. Training sessions in locations other than those outlined above would be available on a cost recovery basis and be subject to demand. Option 2 – Internal Training - on site at the user’s facility. Implementation Support is available upon request. GS1 Canada Service Agreement User Type I –- Data Provider Page 10 January 2012 Technical Support is available to either registered users of ECCnet Registry or third party service providers. ECCnet Image & Validation (ECCnet I&V) Services ECCnet I&V Services provide a central source for standards-based product images and dimensional data used for planogramming, marketing and other business processes. Under the umbrella of ECCnet I&V Services, GS1 Canada currently provides the following services: Planogram Images This service involves the capture of up to six views per product, two-dimensional angles, and standards based dimensional capture. The images captured are formatted and named using conventions applicable to space management software. The resolution (72dpi) makes them suitable for electronic applications only. Foodservice Images These are the images required for the Foodservice sector. They involve a three-dimensional image taken of each level of packaging in the product hierarchy. The individual images are then combined into a final product montage. This montage is the final product needed for the Product Information Cards that is the objective of this initiative. The format (jpeg) and resolution (72dpi) of the montage is suitable for the specific use of Product Information Cards. Marketing Images These are standardized high-resolution images taken for use in marketing materials. They are captured in 5” by 5” 300dpi TIFF format and can be delivered in a multitude of options. The collection of three-dimensional views that are captured allow users choice in which view to use. There are up to six views captured depending on packaging and language. Bar Code Scan Verification A fully bilingual Certificate of Conformity, issued by our third party certification service is a confirmation for the retailer Trading Partners that the printed bar code symbol meets international specifications and requirements. ECCnet Locations® – Party and Location Information Registry The Global Location Number (GLNs) is a GS1 standard for uniquely identifying organizations, locations and sub-locations. GS1 Canada provides a GLN registry – ECCNet Locations – where organizations can search and view GLNs. This registry is maintained by GS1 Canada and participating organizations and is accessible via the Internet from the GS1 Canada website. Item Centre Item Centre is a community-based, data recipient tool that is hosted by GS1 Canada to facilitate data synchronization and enable Trading Partners collaboration. Item Centre can streamline the new product introduction process by allowing data recipients to collaborate with their Trading Partners to capture all product data (community, private and proprietary), processing it in a single workflow-driven, integrated solution – eliminating all the paper in the listing process. ECCnet Sustainability Services and Support ECCnet Sustainability Services include tools and processes that enable the identification, capture and standardization of product packaging data in alignment with trading partner reporting requirements. Support is available upon request to assist data providers with these processes. GS1 Canada Service Agreement User Type I –- Data Provider Page 11 January 2012 GS1 Canada Product Recall GS1 Canada Product Recall is an industry-driven online communication tool that enables the sharing of real-time, standards-based product recall and withdrawal notifications between trading partners, helping to ensure the removal of potentially harmful products from store shelves quickly and thoroughly. GS1 Canada Service Agreement User Type I –- Data Provider Page 12 January 2012 Schedule B - Description of Fees Data Provider 1. Introduction GS1 Canada is a not-for-profit organization, and in keeping with this principle, GS1 Canada will operate on a self-sustaining cost recovery basis. It is the intent of GS1 Canada to offer a single standardized schedule of Fees that will apply to all industry sectors. As the demand for ECCnet Value-Added and Implementation Services increases it will be necessary to ensure that the ECCnet business unit has adequate resources to support the business objectives. GS1 Canada has provision for two types of user participation. Participation in ECCnet Value-Added and Implementation Services is only available to GS1 Canada Members in good standing or organizations with a GS1 Company Prefix Licence issued by another GS1 Member Organization, that have an up-todate Participation Agreement with GS1 Canada. The fees associated with the use of ECCnet Implementation Services vary for each User Type. A summary of the User Types, inclusions and broad functionality is outlined in the following table. User Type User Description Multiple User IDs Add & Maintain Imaging Add & Maintain Marketing Information Add & Maintain GTINs Receive Auto Updates Search & Download 1 Vendor/Supplier/ Broker Yes Yes Yes Yes No Yes 2 Data Recipient Yes No No No Yes Yes Use of ECCnet Registry and the Services is subject to the user accepting the Terms and Conditions of Use as published by GS1 Canada and the User Code of Conduct. Please note that fees are subject to change upon 30 days notice given in accordance with Clause 10.5. Unless otherwise specified, all fees exclude GST/HST and any other applicable federal and provincial taxes and duties (which must be paid by you). GS1 Canada Service Agreement User Type I –- Data Provider Page 13 January 2012 2. Data Provider Administration Fees 2.1 Annual Membership or Participation Fee There is an annual Membership fee which is payable in full upon execution of this Agreement, and annually thereafter on the anniversary date. GS1 Canada Membership fees are based on your Gross Annual Canadian Sales Revenue and can be viewed at www.gs1ca.org. Organizations that have a registered Company Prefix Licence with another GS1 Member Organization are eligible to engage in ECCnet Registry without a GS1 Canada membership subject to annual participation fees payable in full prior to the execution of this Agreement, and annually thereafter on the anniversary date. 2.2 Administration Fees Service Administration Fee Paid by Credit Card Administration Fee Paid by Cheque Dependant Product Catalogue $150 $250 Release Letter $150 $250 Prefix Authorization Letter $150 per letter $250 per letter Company Name Change $150 $250 Data Extract $150 $250 Legal Administration Fee $150 $250 Membership Re-activation $150 $250 ECCnet Registry Initiation Fee Based on sales volume, this one-time fee assists in the development costs of ECCnet Registry. It is payable before a Type 1 User company begins the process of entering product data into ECCnet Registry. A Sales Validation Form is sent to the Data Provider for confirmation of total annual gross sales in Canadian dollars. Initiation Fee Annual Sales One Time Initiation Contribution Greater than $200 million $20,000 $100- $200 million $10,000 $50 - $100 million $5,000 $5 - $50 million $2,000 Less than $5 million Included in GS1 Canada Membership/Participation Fee GDSN Vendor n/a GS1 Canada Service Agreement User Type I –- Data Provider Page 14 January 2012 *For Initiation fee billing purposes, each organization will be classified according to the gross annual sales of either a single trading entity or the combined sales of multiple trading entities within the same group or organization. 2.3 ECCnet Registry Usage Fees Loading and Certification Fees Loading and certification fees are based on the number of GTINs that a vendor has loaded into ECCnet Registry. This is a one-time only fee to load and certify GTIN data to ensure it meets the ECCnet Registry community compliance standards. Note: for organizations publishing to data recipients in ECCnet Registry via GDSN, loading fees do not apply. Validation and Support Fees This annual fee is charged to support maintenance of the GTINs in ECCnet Registry as well as vendor support including: Validation of data Data cleansing Assistance with resolving data integrity challenges Bilingual phone and e-mail support during business hours, with all inquiries being responded to within 24 hours Error reports to assist you in improving the structure of your EDI files or GDSN data Implementation manuals and standards for EDI or GDSN Development of EDI transaction standards Change management process for EDI standards Assistance with transitioning your product catalogue in ECCnet Registry when you change Value Added Network (VAN) providers 2.4 ECCnet ProSYNC® Software Licence/Service Fees These are the software licence/service fees payable during the term of licence for your ECCnet ProSYNC® service option. All ECCnet Registry fees are available upon request, please contact our customer support centre at 1800-567-7084. Notes: ECCnet ProSYNC® Basic Small Business is available to Data Providers with revenues under $5 million The set-up fee to upgrade from Online Service to Advanced Service is $1,000 A licence agreement accompanies the ProSYNC® Online and Advanced Service options ECCnet Registry System Access Fee A Type 1 user of ECCnet Registry loading product information via Electronic Data Interchange (EDI) files or subscribing for services offered by a Global Data Synchronization Network (GDSN) host service provider, will be billed an annual ECCnet Registry System access fee. GS1 Canada Service Agreement User Type I –- Data Provider Page 15 January 2012 Notes: 1. In order to determine ECCnet Registry usage fees, you must complete and return an Annual Sales Validation Form signed by your chief financial officer, providing details of your annual gross sales. The form can be obtained at www.gs1ca.org. Annual gross sales refers to the Licencee Company’s total annual gross sales revenue in Canadian dollars for the most recent financial year. 2. ECCnet Registry participation is only available to companies with Company Prefix Licences that are registered annually with GS1 Canada, or companies that have a registered Company Prefix Licence with another GS1 Member Organization that have submitted their participation fees. GS1 Canada Services can only be performed on products associated with registered Company Prefix Licences. If you load product data on behalf of a client, you must: a. Provide a list of all vendors b. Provide GS1 Canada with documentation from your clients on your clients’ letterhead authorizing you to load products with their Company Prefix Licences. A $150 per letter administration fee will be charged to the vendor. c. Ensure that all your clients’ Canadian Company Prefix Licences are registered with GS1 Canada. If your clients’ Canadian Company Prefix Licences are not registered, they must be registered at www.gs1ca.org or 1.800.567.7084 ext. 3. d. If your clients have Company Prefix Licences from other GS1 Member Organizations, provide legal documentation to GS1 Canada from the other GS1 Member Organization stating that your client holds a valid Company Prefix Licence from one of these organizations. 3. ECCnet Certification - In order to maintain data integrity for the product data contained in ECCnet Registry, Type 1 users must be certified prior to releasing their data to their Trading Partners. Both automated and manual reviews of data are performed by GS1 Canada in the Certification process. Type 1 users can be decertified if their data does not maintain integrity and if the Type 1 user does not abide by the terms and conditions of this agreement. A Type 1 user may be decertified if the following conditions exist: Payment for Company Prefix Licence, Membership, Participation, or ECCnet Implementation Service is over 30 days outstanding. The data in their Product Catalogue does not meet standards for data integrity. The User Type 1 has not corrected GTIN Discrepancy Reports or Scorecard Discrepancies within 30 days of issuance. The user has loaded data on behalf of a client and has not abided by the conditions set out in point 2 in the Notes section. Users that are in danger of decertification will be notified twice. If the conditions are not corrected within 90 days of the initial notice, the user’s Product Catalogue in ECCnet Registry will be deactivated. Users wishing to reactivate their Product Catalogues will be subject to a re-activation fee, as outlined in point 3 of Credit Terms. 4. ECCnet Registry Usage fees are incremental to GS1 Canada Company Prefix Licence registration/Participation fees. 5. Product catalogue data listing charges are per GTIN – i.e. each Consumer Unit, Case, etc. that resides in the Product Catalogue. GTINs are historically known as UPC, EAN, and SCC14 numbers. GTINs are used to uniquely identify products. When identifying products, each product level is to be assigned a unique GTIN. GS1 Canada Service Agreement User Type I –- Data Provider Page 16 January 2012 6. Validation & Support fees will be invoiced on an annual basis for the product listing service under the following conditions: a. Calculations are based on the quantity of GTINs that each company has in their Product Catalogue in ECCnet Registry at the end of the prior invoice period. Calculations are prorated based on the fluctuations in numbers of GTINs registered throughout the previous payment period. b. Adjusted calculations are invoiced annually. c. GTINs that have exceeded their End Availability Date within ECCnet Registry will be excluded from the quantity of GTINs for each vendor/supplier for fee calculation purposes. d. Annual end dates refer to the calendar year ends. e. GTINs added to the public search engine by ECCnet Registry on behalf of the vendor/supplier will be considered to be part of the vendor/supplier’s catalogue for the purpose of fee calculation. f. There are no limits on the number of updates that can be made to each GTIN. g. Discontinued GTINs are not applicable for Annual GTIN Validation and Support fees until they are reinstated. 7. ECCnet Registry fees do not include any costs associated with the use of the Internet or EDI services. 3. Other Services In addition to the core services provided to registered users of ECCnet Registry as outlined in the previous sections of the document, GS1 Canada will provide additional services associated with ECCnet Registry. It should be noted that the use of the additional services is not a prerequisite to the ongoing use of ECCnet Registry. Additional services, if required, will be charged on a cost recovery basis. The additional services offered are generally related to detailed instruction as to the use of ECCnet Registry or technical advice with regard to the implementation and/or integration associated with ECCnet Registry. All registered users of ECCnet Registry will receive telephone support via the GS1 Canada Helpdesk on our national toll free number 1-800-567-7084 or via email at info@gs1ca.org. Support that is not able to be provided via the GS1 Canada Helpdesk would be subject to the services outlined below. ECCnet Registry - User Training Option 1 – External Training GS1 Canada will provide training at a venue supplied by GS1 Canada. A minimum of 10 attendees from various companies is required for each training session. Each session would be specific to each user type. Costs per attendee range from free for an on-line overview session to $500 for a full day in-class session. It is anticipated that external training sessions will be conducted on at least a monthly basis subject to demand. Training sessions in locations other than those provided by GS1 Canada would be available on a cost recovery basis and be subject to demand. GS1 Canada Service Agreement User Type I –- Data Provider Page 17 January 2012 Option 2 – Internal Training GS1 Canada will provide training on site at the user’s facility. Cost per day is $800 plus travel expenses if required. Implementation Support GS1 Canada will provide implementation support upon request. After an initial meeting and appraisal, implementation assistance is available at a cost of $100/hour plus travel expenses if required. Technical Support GS1 Canada will provide technical support to either registered users of ECCnet Registry or third party service providers. Technical support is available upon request at a cost of $100 per hour plus travel expenses if required. Data Integrity and Validation Support GS1 Canada will provide data integrity and validation support upon request to Data Provider users to assist with the process of publishing information in ECCnet Registry. This process could involve providing an independent review or audit of information pending upload into ECCnet Registry to ensure compatibility with data content and structure. This service could be used extensively during the initial integration phase to ensure correct interpretation of published guidelines prior to attempting initial data loads into ECCnet Registry. Data integrity and validation support is available at a cost of $100 per hour plus travel expenses if required. Additional information relating to these services is available by contacting GS1 Canada by one of the following methods: Telephone: E mail: Mail: 1-800-567-7084 info@gs1ca.org GS1 Canada 1500 Don Mills Road, Suite 800 Toronto, ON M3B 3K1 GS1 Canada Service Agreement User Type I –- Data Provider Page 18 January 2012 Schedule C - Vendors/Suppliers/Brokers Covered by this Agreement The party signing this agreement does so both in its own right and as agent for each of the vendors/suppliers/brokers named below and warrants that it has the authority of these parties to sign this agreement on their behalf and that they are bound thereby. (List companies) GS1 Canada Service Agreement User Type I –- Data Provider Page 19 January 2012 Credit Terms 1. GS1 Canada shall have the right to inquire about and furnish information regarding you and your account from and to any others, including credit reporting agencies. 2. You agree to pay the total charges in Canadian funds by the due date stated. 3. As a not-for-profit organization, GS1 Canada has implemented the following collection procedure: a. A cost recovery fee* will be applied to all invoices that are outstanding over 65 days. b. GS1 Canada offers subsidies to small- and- medium-sized enterprises (SMEs) provided the company earns less than $5 million in annual Canadian sales and the invoice is paid within 65 days of the invoice date. c. Your Trading Partners will be notified that your service is at risk for invoices that remain outstanding for over 75 days. d. If any invoice remains outstanding over 105 days, your Membership/participation agreement and the right to use ECCnet Value-Added and Implementation Services will be suspended and, if applicable, your Product Catalogue in ECCnet Registry will be terminated. e. If any invoice remains outstanding over 120 days, your account will be forwarded to a collection agency. f. Upon termination, your Trading Partners will be notified that your Product Catalogue within ECCnet Registry is no longer active. Note: *The cost recovery fee represents a reasonable pre-estimate of costs for the additional administration incurred to obtain payment of an overdue invoice. Invoice age is calculated from the invoice date. 4. If your agreement(s) with GS1 Canada is/are terminated for any reason, access to your data in your Product Catalogue also terminates, if applicable. GS1 Canada may in its discretion and without further notice to you, remove your data in your Product Catalogue from ECCnet Registry, if applicable. If you apply for re-instatement of your Catalogue, you must pay the greater of (a) $5,000, or (b) the normal charges applicable to loading of all data in your Product Catalogue. 5. Company Prefix Licences obtained after March 31, 1997 must be renewed on an annual basis, in accordance with the Company Prefix Licence Agreement at www.gs1ca.org/e/licenceagreement. To terminate your Company Prefix Licence agreement, complete the GS1 Canada Release Form at www.gs1ca.org/e/release. A termination fee applies. Termination of a Company Prefix Licence also terminates Membership benefits including access to ECCnet Value-Added and Implementation Services, GS1 Canada Education and MyGS1ca.org. 6. Any questions or discrepancies regarding charges on your invoice must be reported to GS1 Canada Membership Services within 30 days of the billing date. Failure to contact us within this time period will constitute your acceptance of the full invoiced amount, as well as additional charges for the processing of late payments. 7. Your account information may, from time to time, be disclosed to other member organizations of the GS1 organization in order to service your account, to respond to questions and to streamline services and products made available by GS1 Canada that might interest you as a Member/participant. GS1 Canada Service Agreement User Type I –- Data Provider Page 20 January 2012