Application Form for GS1 Ireland
Membership & Licences
UPC Application Form
What you need to know before joining
Please read the following points carefully before commencing the application process:
HOW TO JOIN
1.
The fastest way to apply and pay for a GS1 Licence and Membership is to complete the application form online at
www.gs1ie.org.
Alternatively you may complete this form manually and return it to us in the following ways:
• Scan and email the completed form to info@gs1ie.org
• Fax the form to 01 208 0670
• If paying by cheque post the form to GS1 Ireland, Second Floor The Merrion Centre, Nutley Lane, Donnybrook, Dublin 4.
2.
No applications for licences will be processed without payment of any prior outstanding invoices. A Direct Debit Mandate must
be in place for the collection of annually renewable licences fees
3.
Failure to complete this form in full and legibly will result in a processing delay. All fields are mandatory.
TERMS AND CONDITIONS
4.
Membership of GS1 Ireland and use of the GS1 System and GS1 Global Company Prefix is subject to the Terms and Conditions of
the GS1 Ireland Membership and Licence and the Memorandum of Association and Articles of Association for the time being of
GS1Ireland. By applying for GS1 Ireland membership, as a member you will be deemed to have read, understood and accepted
the Terms and Conditions of the GS1 Ireland Membership and Licence and agree to be bound by the Memorandum of Association
and Articles of Association for the time being of GS1Ireland, for the company or entity specified below, its employees, contractors
and agents. A copy of the Terms and Conditions of the GS1 Ireland Membership and Licence is attached to, and forms part of, this
Registration Form, are also available on our website or upon written request and copies of the Memorandum of Association and
Articles of Association for the time being of GS1Ireland are available on request from GS1 Ireland.
5.
Your GS1 Global Company Prefix will be sent to you upon acceptance of your completed Application Form by GS1 Ireland and
payment of all appropriate fees. The GS1 Global Company Prefix allocated to you is exclusively for your use only - you must not
assign, licence or allow its use by any other company, entity, person or organisation.
6.
You must advise GS1 Ireland by completing the appropriate cancellation form if you wish to cancel your membership & licence.
Cancellation will result in the withdrawal of your right to use GS1 Identification Keys.
7.
You must advise GS1 Ireland by completing the appropriate transfer notification form in the event that you wish to reallocate
any GS1 Identification Keys, previously allocated to you, to another entity; for example on the sale or part disposal of your business
QUERIES
8.
For all queries relating to Membership or Licences please contact our Helpdesk on 01-2080660 or email info@gs1ie.org.
STEP 1
Your Application
1.1. Has your company previously been a member of GS1 Ireland?
If yes, please specify your GS1 Ireland membership number(s)
Yes
No
Unknown
1.2. Do you have a related company that is already a member of GS1 Ireland?
Yes
No
Unknown
If yes, please specify the company name ______________________________________________________________________
1.3. Why are your joining GS1 Ireland?
______________________________________________________________________________________________________
______________________________________________________________________________________________________
1.4. Who are your main trading partners?
______________________________________________________________________________________________________
______________________________________________________________________________________________________
1.5. What Service / Solution Providers are you using?
______________________________________________________________________________________________________
______________________________________________________________________________________________________
If you have not already selected a Solution Provider (e.g. for bar code printing or EDI) please consult the Solution Provider Directory
on our website www.gs1ie.org.
STEP 2
Applicant Details (the “Applicant”)
Company Name
Trading as
Entity Type
Limited Company Company Street Address
Sole Trader Partnership Charity Other ____________________
Town/City
Postcode
County
Country
Company Telephone
Company Fax
Consumer Hotline Number
Website
Mobile Website URL
E-mail
CRO/RBN Number
Year of Commencement
VAT Number
If not VAT registered please enter your PPS Number
If VAT exempt, please attach form VAT 13B
Certain GS1 fees are levied by organizational size, as determined by turnover for the previous year. Turnover figures will be verified
in accordance with returns filed with the CRO. If you are a new start up enterprise please state your Estimated Turnover for the year.
Audited Turnover in €
Turnover Year
GS1 Coordinator: Individual responsible for allocating GS1 id keys within your company
First Name
Surname
Job Title
Use address details above
Company Street Address
Town/City
Postcode
County
Country
Direct Phone
Direct Fax
Mobile No.
Email
• GS1 Ireland may use the contact details of individuals to contact them by post, fax, email or telephone to brief them about GS1
Ireland activities and developments relevant to their membership of GS1 Ireland. GS1 Ireland prides itself on the quality of our
published material and will only send you information we believe relevant to you and your business.
If you do not wish to receive any published material from us, please tick this box Accounts Payable Contact :
First Name
Surname
Job Title
Use address details above
Company Street Address
Town/City
Postcode
County
Country
Direct Phone
Direct Fax
Mobile No.
Email
STEP 3
Trading Profile
3a) Your Role in the Supply Chain
Manufacturer/Producer
Carrier
Distributor
Service Provider
Wholesaler
Other:
Retailer
3b) Your Primary Industry of Activity
Agriculture, Forestry, Fishing
Industrial Machinery
Apparel/Textiles
Information Technology
Appliances / Electrical
Packaging
Automotive
Sports, Arts & Media
Building and Construction
Transport
Business Products & Services
Utilities & Services: Power / Water / Waste
Chemicals / Plastics
Other:
Hospitality
3c) Your Primary Product Type
FOOD: Ambient Products
Household/Homewares
FOOD: Dairy / Egg / Chilled Products
Music/DVD
FOOD: Fish & Aquaculture Products
Toys
FOOD: Frozen
Fuels
FOOD: Fruit and Veg
Print / Media Products
FOOD: Meat and Poultry Products
Agri/Hort/Garden Supplies or Products
FOOD: Other
Arts/Craft/Needlework
Beverages: Alcoholic
Beverages: Non Alcoholic
Building & Plumbing Products
Automotive Parts, Products, Services
Health & Beauty Products
Baby Care
Animal Foods / Pet Care
Tobacco
Grocery Other:
Packaging/Paper/Plastic
Electrical Products/Supplies
IT Equipment/Supplies
Tools/Equipment
Stationery and/or Office Supplies
Software / Telecommunications
Clothing
Footware
Personal Accessories
Sports Equipment
Medical Devices
Medical Services
Recycling / Waste Disposal
Business Services
Plastics
Chemicals / Cleaning Products
Storage/Haulage
Other
Pharmaceuticals
3d) Please specify your major Brand Names
1. ______________________________________ 2. _______________________________ 3. ___________________________
4. ______________________________________ 5. _______________________________ 6. ___________________________
STEP 4
Licence Catalogue
Please tick all the licence products you would like to purchase
Registration Fees
Fee
VAT @ 23%
Total
All New Members are subject to a once-off registration fee which is based on
length of time in operation (year of commencement) and audited turnover
Registration Fee (turnover > €5,000,000)
Registration Fee (turnover < €5,000,000)
Micro Organisation Registration Fee ( turnover < €1,000,000)
UPC 100
UPC Licence 1,000
UPC 100,000
Additional UPCs at the standard rate
Any Licence granted to you pursuant to the Terms and Conditions of the GS1
Ireland Membership is for your use only. Any such licence, or GS1 Global Company
Prefix cannot be used by any third party and you may not assign, transfer or
otherwise provide same to any other company or entity without prior permission
from GS1 Ireland.
Calculate Your Fees Payable
€415.00
€200.00
€99.00
€194.00
€284.00
€1,310.00
€95.45
€46.00
€22.77
€44.62
€65.32
€301.30
Registration Fee
Licence Fee (1)
Licence Fee (2)
Total
STEP 5
Payment Method
Purchase Order Number (if applicable): _____________________________________
Please indicate your chosen form of payment:
EFT
When paying by EFT, please put your company/business name in the payment description section.
Account Name :
Bank:
Account Number:
Sort Code:
IBAN No.
BIC/SWIFT:
GS1 Global Standards 1 (Ireland) Ltd.
Bank of Ireland, Merrion Road, Dublin 4
53801709
90-12-12
IE18 BOFI 9012 1253 8017 09
BOFIIE2D
Cheque Number _ _ _ _ _ _ _ _ _ _ _ _
Laser
Visa Debit
Visa
MasterCard
Credit/Debit Card Number
Expiry Date
Card Holder Name
Card Holder Signature
/ C V V No. €510.45
€246.00
€121.77
€238.62
€349.32
€1,611.30
SEPA Direct Debit Mandate
GS1 (Global Standards 1 (Ireland)) Limited
Unique Mandate Reference:
By signing this mandate form, you authorise (A) GS1 Ireland to send instructions to your bank to debit your account and
(B) your bank to debit your account in accordance with the instruction from GS1 Ireland. As part of your rights, you are
entitled to a refund from your bank under the terms and conditions of your agreement with your bank. A refund must be
claimed within 8 weeks starting from the date on which your account was debited. Your rights are explained in a statement
that you can obtain from your bank. Please complete all the fields below marked *
* Creditor Identifier: IE98ZZZ300617
* Name of Creditor:
GS1 (Global Standards 1 (Ireland) Limited
* Address of Creditor: Second Floor The Merrion Centre, Nutley Lane, Dublin 4, Ireland
* Name on Account:
Company Address:
Address Line 1
Address Line 2
Address Line 3
* City/Town
Postcode
County
*Country
* Account IBAN:
* Bank BIC:
Type of Payment - Recurrent
Date:
D D MM Y Y Y Y
Signature(s):
_________________________________________
_________________________________________
_________________________________________
Please return this mandate form, when complete, to:
GS1 (Global Standards 1 (Ireland)) Limited,
Second Floor The Merrion Centre, Nutley Lane, Dublin 4, Ireland.
T: +353 1 2080660
www.gs1ie.org
info@gs1ie.org
FOR OFFICE USE ONLY
GS1 Membership Number:
Processed By:
Date: D D M M Y Y Y Y
DD Filed By:
Date: D D M M Y Y Y Y
STEP 6
Check List and Next Steps
Before sending your application form to GS1 please ensure you have all parts of the form completed and that the following
important information is included
Completed application form including CRO number and VAT Number
The completed Direct Debit Mandate for future annual subscription payments
Any other relevant documents such as VAT Exemption Certificates
Your application should be sent to GS1 by:
Email:
Fax:
Post:
STEP 7
info@gs1ie.org
01 208 0670
GS1 Ireland, Second Floor The Merrion Centre, Nutley Lane, Donnybrook, Dublin 4.
Signature and Acceptance of GS1 Terms and Conditions
I/ We _______________________________ have authority to bind the Applicant and, on behalf of the Applicant, hereby agree to and
Print Full Name
have read and understood, and shall abide by the Terms and Conditions of the GS1 Ireland Membership & Licence Agreement and the
Memorandum of Association and Articles of Association for the time being of GS1Ireland. I/We hereby agree on behalf of the Applicant
to adhere to the GS1 General Specifications and Guidelines and pay the appropriate Licence fees due annually. I/We confirm on behalf
of the Applicant its intention to use the GS1 System for its Products.
Signed by: _____________________________________________
On behalf of: _______________________________________ (Organisation Name)
Date: __________________
Terms and Conditions of GS1 Ireland Membership and Licences
The following Terms and Conditions apply to Your (as defined below)
membership of GS1 Ireland and the Licence to use the components of the GS1
System (as defined below) issued by GS1 Ireland (as defined below) to the
Licensee (as defined below). Signing the Registration Form (as defined below)
and use of (any part of ) the GS1 System constitutes the agreement by the
Licensee to these Terms and Conditions which apply in addition to the
Memorandum of Association and Articles of Association for the time being of
GS1 Ireland. Failure to observe and abide by these Terms and Conditions may
lead to termination of the Licence by GS1 Ireland.
1.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
DEFINITIONS
The following definitions will apply within these Terms and Conditions
unless the context otherwise permits or requires:
"Business Day" means any day of the week, except Saturday, Sunday
or a public or bank holiday in Ireland, on which the banks in Dublin are
open.
“EANCOM eBusiness Message Specifications” means the GS1
Ireland EDI messaging standard, fully based on the UN/EDIFACT (United
Nations Electronic Data Interchange for Administration, Commerce and
Transport), which comprises a set of internationally agreed standards,
directories and guidelines for the electronic interchange of data, as may
be amended from time to time by GS1 Ireland
“Cancellation Form” means the GS1 Ireland cancellation form
whereby an existing Licensee may terminate a Licence in accordance
with condition 15. This form may be downloaded from the GS1 Ireland
website or is available upon request.
“GS1 General Specifications and Guidelines” means the GS1
General Specification, which sets out the core standards document of
the GS1 System describing how GS1 barcodes and GS1 Identification
Keys may be used and the GS1 Ireland Introductory Guide to Barcoding,
as each may be amended by GS1 Ireland from time to time and copies
of which are available upon request from GS1 Ireland and which are
also available on the GS1 website.
"GS1 Global Company Prefix" means the set of digits issued by a
GS1 Member Organisation to a GS1 System User for the purpose of
generating GS1 Identification Keys.
"GS1 Identification Keys" means the globally unique numbers
allocated by a GS1 System User to identify their products, services,
assets, locations and other items in accordance with GS1 General
Specifications and Guidelines and these Terms and Conditions.
"GS1 Ireland" means GS1 Global Standards 1 (Ireland) Limited, a not
for profit company, limited by guarantee and not having a share capital.
“GS1 Member Organisation” means the national organisation in
each country which is a member of GS1, the international not for profit
organisation which is situated at Blue Tower Avenue Louise, 326, bte
10, B-1050, Belgium.
"GS1 System" is the term used to describe the composite of the GS1
General Specifications and Guidelines, including but not limited to, GS1
barcodes, GS1 eCOM, GS1 GDSN, GS1 EPCglobal, GS1 Global Company
Prefix and the GS1 Identification Keys and attribute data.
"GS1 System User" means any company, firm, organisation, sole
trader or person licenced to use some or all of the components of the
GS1 System.
"Intellectual Property" means, without limitation, discoveries,
inventions, patents, improvements, business methods, technologies,
utility models, trade marks, service marks, logos, registered designs,
information, copyright, database rights, goodwill, confidential
information, know-how, processes and trade secrets, semi-conductor
chip rights, business names, and equivalents of any of the foregoing
anywhere in the world, existing now or in the future created, and
whether registered or unregistered in relation to any of the foregoing
and including any applications for registration of the foregoing.
"Licence" means the licence granted herein by GS1 Ireland to You to
use the GS1 System as set out in condition 2.1 and subject to these
Terms and Conditions.
"Licensee" means You.
“Number Splitting” means the transfer in accordance with condition
14 by a Licensee of its Licence(s) in respect of some, but not all, of the
GS1 Identification Keys previously licensed to it, to another member,
for example on the sale or disposal of part of a Licensee’s business.
1.15
1.16
1.17
1.18
1.19
1.20
"Products" means Your products, assets, documents, locations and/or
services.
"Registration Form" means the GS1 Ireland registration forms
whereby organisations apply to become members of GS1 Ireland. This
form may be downloaded from the GS1 Ireland website or is available
upon request.
"Terms and Conditions" means these terms and conditions as varied
from time to time by GS1 Ireland in accordance with condition 9.
"Trade Marks" means the brand names, trade marks and service
marks (whether registered or not and including any applications for
registration) with which GS1 Ireland and/or the GS1 System is
associated including but not limited to “GS1”.
“Transfer Notification Form” means the GS1 Ireland transfer
notification form whereby a Licensee may request the transfer of its
Licence(s) to another member, in accordance with condition 14. This
form may be downloaded from the GS1 Ireland website or is available
upon request.
"You" means the Applicant being such person, company, corporation
or other entity described on the Registration Form and on behalf of
whom the Registration Form has been signed and "Your" shall be
construed accordingly.
2.
2.1
GRANT OF LICENCE
If GS1 Ireland accepts Your application for membership and issues You
with GS1 Identification Keys, GS1 Ireland also grants You a nonexclusive, non-transferable, non-sub licensable, revocable, personal
licence to use those GS1 Identification Keys in connection with Your
Products. The Licence will commence after your Registration Form is
accepted by GS1 Ireland and on the date that GS1 Ireland issues You
with Your GS1 Identification Keys and will continue until terminated as
provided in condition 15 or otherwise.
3.
3.1
COMMENCEMENT DATE
Effect: These Terms and Conditions between GS1 Ireland and You
come into effect on the date of written acceptance by GS1 of Your
application for membership and will continue until terminated as
provided in condition 15 or otherwise.
4.
4.1
FEES
Registration Fee: You will pay to GS1 Ireland an upfront registration
fee. After receipt of same and receipt of a completed Direct Debit Plus
mandate form, your application for membership will be processed.
4.2
Initial Licence Fee is Payable: Whether you are an existing or new
member, You will pay to GS1 Ireland an initial Licence fee for a new
Licence. A full year’s Licence fee is payable up front on subscription
regardless of the subscription date. Each new Licence is valid from its
date of issue until 31st December of the calendar year of initial
subscription only. An exception exists where a new licence is applied
for and issued between 1st October and 31st December of the calendar
year of initial subscription. In these circumstances, that Licence is
allocated and invoiced for a 15, 14 or 13 month period, as appropriate.
This means that the Licence fee is calculated and invoiced to include
the relevant remainder of the calendar year of initial subscription on a
pro rata basis in addition to the full year’s Licence fee for the following
calendar year. In these exceptional circumstances, a single new Licence
is then issued for a 15, 14 or 13 month period, as appropriate. A new
Licence will not be issued until the appropriate Licence fee has been
received from the applicant.
4.3
Annual Licence Fee is Payable: Licences are renewable annually in
January of each year. You will pay to GS1 Ireland an annual Licence fee
for renewed Licences. All Licence fees relating to renewing Licences are
invoiced in January and (along with any other payments invoiced to
you during the calendar year) must be paid by You to GS1 Ireland in
full by no later than 30 days following the date of invoice. All renewed
Licences are valid until 31st December of the relevant calendar year
only.
4.4
Amount of Licence Fee: As at the commencement of the Licence the
amount of the annual Licence fee is as specified in the Registration
SEE FOLLOWING PAGE
FOR MORE INFORMATION
Terms and Conditions of GS1 Ireland Membership and Licences (continuation)
Form. GS1 Ireland may, from time to time, change the amount of the
Licence fee by written notice to You. Publication of the increased annual
Licence fee on GS1 Ireland’s website shall constitute written notice of
such increase. Your continued use of the GS1 System after such notice
shall constitute acceptance of such increase.
4.5
4.6
Fees Payable after Termination of Membership: Where Products
bearing GS1 Identification Keys issued to You are in the marketplace,
supply chain or otherwise in use by You at the time of, or after,
termination of the Licence and these Terms and Conditions as they apply
to You in the context of the Licence, then notwithstanding such
termination, You will be liable to GS1 Ireland for a fee equivalent to the
then current annual Licence fee for the calendar year that Your Products
or GS1 Identification Keys remain in use.
permit their use by any other person. You must not use any numbers
which purport to be issued by GS1 Ireland or which copy or are in any
way similar to the GS1 Identification Keys. You will only use the GS1
Identification Keys issued to You in connection with Your Products.
6.2
Not Alter the Numbers: You will not alter the GS1 Identification Keys
licensed to You in any way.
6.3
Title to Numbers: You recognise GS1 Ireland's right and title to the GS1
Identification Keys 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 Ireland's rights in the GS1 Identification Keys or related
Intellectual Property. The GS1 Identification Keys are the exclusive
property of GS1 Ireland.
Default Interest: In the event of any delay in effecting any payment
due under these Terms and Conditions by the date specified in condition
4.1, GS1 Ireland may charge you interest for late payment in accordance
with the provisions of the European Communities (Late Payments in
Commercial Transactions) Regulations 2002, such interest to accrue from
30 days following the date of invoice until the date of actual payment
and accruing daily and both before and after judgment. GS1 Ireland
reserves the right to charge an administration fee for late payment of
fees. GS1 Ireland reserves the right to charge a fee in relation to bank
processing charges imposed on GS1 Ireland in respect of payments
under these Terms and Conditions.
6.4
Not Permit Display: You will not permit anyone else to use or display
the GS1 Identification Keys issued to You. You will not attempt or purport
to sell, transfer or otherwise dispose of, whether for consideration or not,
any of the GS1 Identification Keys issued to You to any third party.
6.5
No Misuse of GS1 Identification Keys: You shall not at any time, either
during the term of the Licence and these Terms and Conditions or after
termination, directly or indirectly use or seek registration of any
Intellectual Property including any design which incorporates or
includes, or is substantially identical to, or similar to, the GS1
Identification Keys or related Intellectual Property without GS1 Ireland's
prior written consent.
Value Added Tax: All amounts payable under this condition 4 or
otherwise are exclusive of VAT, which, if applicable, will be charged at
the rate applicable at the date of the invoice
6.6
Proprietary Notices: You will ensure that all proprietary notices that
GS1 Ireland may require from time to time appear on the Products.
5.
YOUR CONDUCT
7.
USE OF GS1 IDENTIFICATION KEYS AND TRADE MARKS
5.1
Not Prejudice GS1 Ireland's Goodwill: You will not at any time during
the term of the Licence and these Terms and Conditions, or after their
termination, be a party, either directly or indirectly, to any act, matter or
thing whereby GS1 Ireland's goodwill, reputation, trade or business may
be prejudicially affected or brought into disrepute.
7.1
You may only use the GS1 Identification Keys in accordance with the
Licence and these Terms and Conditions. You may not otherwise use the
GS1 Identification Keys and You may not use the Trade Marks or other
Intellectual Property of GS1 Ireland without the prior written permission
of GS1 Ireland.
5.2
Standards: You will abide by and comply with the technical standards
set out in the GS1 General Specifications and Guidelines and such other
directions as GS1 Ireland may give from time to time regarding the GS1
System.
8.
5.3
Inspection: You will permit inspection of Your operations and Products
which relate to the GS1 Identification Keys at regular intervals to ensure
that these Terms and Conditions including but not limited to the Licence
are being observed and complied with and You hereby grant GS1
Ireland, its agents and employees an irrevocable licence at any time to
enter any premises where Your Products are or may be stored or are
situate, or where Your operations are carried on, or where or in relation
to which You use the GS1 Identification Keys to inspect them.
INTELLECTUAL PROPERTY INFRINGEMENT
In the event that You become aware that: (a) there is an infringement or
suspected infringement of the Intellectual Property in the GS1
Identification Keys or the Trade Marks; or
the GS1 Identification Keys infringe or are suspected of infringing
intellectual property rights of others, You will promptly notify GS1 Ireland
in writing. GS1 Ireland will have control over any steps GS1 Ireland may
wish to take in relation to the suspected infringement and all such steps
shall be at GS1 Ireland's cost. You will provide all such information and
assistance in respect of such suspected infringement as GS1 Ireland
reasonably requests at Your own cost and expense.
4.7
(b)
5.4
Authentication: To assist in the authentication of GS1 Identification
Keys still in circulation, whether before or after termination of the Licence
and these Terms and Conditions as they apply to the Licence, You must,
on request, provide to GS1 Ireland details of (i) all GS1 Identification Keys
issued and/or registered to You that have been applied by You, or for or
on behalf of You and (ii) all GS1 Identification Keys (whether or not issued
and/or registered to You) that you have processed.
5.5
Registration Form: You represent and warrant to GS1 Ireland that Your
Registration Form is true, accurate and complete, in every particular.
6.
USE OF GS1 IDENTIFICATION KEYS AND OTHER INTELLECTUAL
PROPERTY
6.1
Use of GS1 Identification Keys: You are only entitled to use the GS1
Identification Keys issued to You by GS1 Ireland. You must not provide
any GS1 Identification Keys issued by GS1 Ireland to any other person or
9.
VARIATION OF TERMS AND CONDITIONS
Modifications to these Terms and Conditions including but not limited
to the Licence by GS1 Ireland shall become effective after a period of
three months following notification to You in writing, provided that You
have not raised any objections within 30 days of such notification.
10.
COMPLIANCE
As long as You remain a member of GS1 Ireland You must be aware of
and comply with GS1 Ireland’s Memorandum of Association and Articles
of Association for the time being, which are available on request from
GS1 Ireland, and comply with the terms of the GS1 General
Specifications and Guidelines and EANCOM eBusiness Message
Specifications and the lawful directions of GS1 Ireland from time to time
in relation to the GS1 System and Your use of the GS1 Identification Keys
issued to You.
11.
SURVIVAL
Cancellation of the Licence and these Terms and Conditions does not
affect those provisions, which by their nature or effect survive
SEE FOLLOWING PAGE
FOR MORE INFORMATION
Terms and Conditions of GS1 Ireland Membership and Licences (continuation)
termination including but not limited to conditions 4.5, 4.6, 5.1, 5.3, 5.4,
6.1, 6.3, 6.4, 6.5, 12, 13, 16, 17, 18 and 20 shall remain in force and effect
after the termination or expiry of the Licence and these Terms and
Conditions for any reason and shall not be deemed waived, merged or
extinguished upon such termination or expiry.
15.
LICENCE CANCELLATION AND MEMBERSHIP TERMINATION
12.
INDEMNITY AND LIMITATION OF LIABILITY
15.1
12.1
You agree to indemnify GS1 Ireland in full and hold GS1 Ireland harmless
against any third party claims, proceedings, suits, losses, damages,
judgments, awards, expenses or costs (including legal costs) suffered or
incurred by GS1 Ireland as a result of the negligence, fault, error,
omission, act or breach of You, Your employees, staff, contractors, agents
or representatives, relating to the Licence and these Terms and
Conditions and/or Your use of the GS1 System.
GS1 Ireland Cancellation and Termination: GS1 Ireland shall have
the right to cancel the Licence and terminate Membership in
accordance with these Terms and Conditions immediately by giving
notice to You if:
12.2
12.3
12.4
Notwithstanding any other provision contained in these Terms and
Conditions, GS1 Ireland shall not be liable to You for any loss of profits,
loss of contracts, loss of business, loss of customers, revenue or profits,
loss of use or data, loss of savings or anticipated savings, loss of
investments, loss of goodwill or reputation, capital costs or loss of extra
administrative cost, in each case whether direct or indirect, or for any
indirect or special, incidental, punitive or consequential loss or damages,
whether occasioned by the negligence, fault, error, omission, act or
breach of GS1 Ireland, its employees and contractors and subcontractors and agents whether or not foreseeable, arising out of or in
connection with the Licence and these Terms and Conditions, whether
in an action based on statute, contract, equity or tort including
negligence or otherwise at law.
To the maximum extent permitted by law GS1 Ireland hereby excludes
all terms, conditions, warranties and representations implied under
statute, common law, a course of dealing or otherwise and to the extent
that any implied terms, conditions, warranties and representations
cannot be excluded, GS1 Ireland limits its liability thereunder, to the
fullest extent permitted by law, to the resupply or payment of the cost
of resupply of the relevant services.
Subject to condition 12.2, GS1 Ireland’s total liability to You for loss or
damage of any kind arising out of the Licence and these Terms and
Conditions and/or use of the GS1 System is limited, for any and all claims,
to the annual Licence fee paid during the 12 month period prior to the
relevant liability accruing except to the extent that cannot be excluded
or limited under applicable law.
13.
CONFIDENTIALITY
You will always keep confidential and secure, and not exploit or
otherwise misuse, any information of GS1 Ireland 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 that: (a) it is necessary to perform Your obligations under the
Licence and on a "need-to-know" basis only; (b) GS1 Ireland authorises
it in writing; or (c) as required by law.
14.
ASSIGNMENT, TRANSFER AND SUBLICENCE
14.1
You shall not assign, transfer or sublicense Your rights and obligations
under the Licence and these Terms and Conditions.
14.2
Notwithstanding conditions 2.1, 6.4 and 14.1, You may, in the event of
Your sale or disposal of part or all of any business that utilises GS1
Identification Keys licensed to You, request that GS1 Ireland permit
Number Splitting in respect of those keys or permit the transfer of all of
Your Licence(s) to another member, as appropriate. Such request must
be made through the submission of a completed Transfer Notification
Form. Following such request, GS1 Ireland shall have absolute discretion
to permit or refuse any transfer, in part or in full. Prior to making a
decision on any transfer request, GS1 Ireland may request further
information from the existing member and potential transferee. Where
GS1 Ireland exercises its discretion to permit a proposed transfer, in part
or in full, an agreement setting out the terms and conditions of transfer,
pre-approved by GS1 Ireland, must be executed by the relevant parties
prior to completion of the proposed transfer. In addition, GS1 Ireland
shall have the right to charge the transferring member an administrative
transfer fee.
15.1.1 Failure to Pay Licence Fee: You fail to pay the annual Licence fee or
any other fees by its or their due date;
15.1.2 Breach: You commit a breach of Your obligations under these Terms
and Conditions including but not limited to the Licence;
15.1.3 Insolvency: You are declared bankrupt, or make any composition or
arrangement with, or conveyance or assignment for the benefit of Your
creditors, or any application is made under any bankruptcy legislation
for the time being in force for a sequestration of Your estate, or a trustee
is granted by You on behalf of Your creditors, or if You, being a company,
have a petition presented for your winding up or enter into voluntary or
compulsory liquidation (except for the purpose of a bona fide solvent
reconstruction or amalgamation), or if a receiver or examiner is
appointed over any of Your undertaking or assets on behalf of debenture
holders or creditors or otherwise;
15.1.4 Cease Trading: You cease or threaten to cease trading;
15.1.5 Head Licence Terminates: GS1 Ireland ceases to hold the necessary
licence rights to issue GS1 Identification Keys in Ireland;
15.1.6 Challenge: You challenge, call into question or raise any questions
concerning the validity or ownership of the GS1 Identification Keys or
related Intellectual Property; or
15.1.7 Membership: You cease to be a member of GS1 Ireland in accordance
with the Memorandum of Association and Articles of Association for the
time being of GS1Ireland.
15.2
Cancellation by either Party: You may otherwise cancel the Licence
and these Terms and Conditions, as they apply to You in the context of
the Licence, in any other circumstances by submitting a fully completed
Cancellation Form to GS1 Ireland at least one month prior to Your
proposed date of cancellation. Upon written acknowledgement of
receipt and acceptance of a fully completed Cancellation Form, the
Licence and these Terms and Conditions, as they apply to You in the
context of the Licence, are deemed by GS1 Ireland to be cancelled. From
the date of confirmation of cancellation You no longer have the right to
use GS1 Identification Keys (see also condition 16 below). GS1 Ireland
may otherwise cancel the Licence and these Terms and Conditions, as
they apply to You in the context of the Licence, in any other
circumstances by giving one month’s written notice to You.
15.3
No Release from Obligations: Cancellation of the Licence and these
Terms and Conditions does not relieve either GS1 Ireland or You from
liability arising from any prior breach of the terms of the Licence and
these Terms and Conditions.
16.
CONSEQUENCES OF TERMINATION
On termination of the Licence and these Terms and Conditions, as they
apply to You in the context of the Licence, Your rights under the Licence
and these Terms and Conditions, as they accrue to You in the context of
the Licence, shall terminate and You will immediately comply with the
following:
16.1
Cease to Use Intellectual Property: cease all direct or indirect use of
the GS1 Identification Keys and related Intellectual Property;
16.2
Return Materials: return (without retaining copies thereof ) all material,
notes, data, instructions and other papers, samples, materials and
SEE FOLLOWING PAGE
FOR MORE INFORMATION
Terms and Conditions of GS1 Ireland Membership and Licences (continuation)
property GS1 Ireland has supplied or other items which contain GS1
Ireland's confidential information or Intellectual Property relating to the
GS1 Identification Keys and including the GS1 Identification Keys;
16.3
Cease applying GS1 Identification Keys to Products: cease all use
of and/or applying the GS1 Identification Keys to any of Your Products
after the termination date; and
16.4
Pay all outstanding amounts: within 7 days, pay to GS1 Ireland all
amounts due to GS1 Ireland under these Terms and Conditions at the
termination date. You are not entitled to any rebate or refund of the
annual Licence fee or any other fees or charges paid or to be paid under
these Terms and Conditions.
17.
DISPUTE RESOLUTION
Where any dispute arises in relation to the Licence and these Terms and
Conditions or any matter arising under them, GS1 Ireland and You will
make genuine efforts to resolve the dispute or matter by negotiation.
Nothing in this condition prevents either GS1 Ireland or You from
applying to a court for urgent relief.
18.
NOTICES
All notices and other communications required or permitted under
these Terms and Conditions including but not limited to the Licence
shall be in writing and shall be delivered personally, sent by post or sent
by facsimile transmission (and promptly confirmed by post) or by email.
Any such notice shall be deemed given when so delivered personally, or
if sent by facsimile transmission or email on the next following Business
Day in the country in which it is received, or the next Business Day after
sending by post within Ireland or five Business Days after sending by
post to a location outside Ireland. Notices for You will be sent to the
address specified on Your Registration Form (or such other address as
You may notify GS1 Ireland of from time to time). Notices for GS1 Ireland
must be sent to the Chief Executive of GS1 Ireland at GS1 Ireland's
address as notified to You from time to time.
19.
DATA PROTECTION
19.1
GS1 Ireland is bound by the provisions of the Data Protection Acts 1988
and 2003, as updated, extended and modified (the “Acts”), which set out
a number of principles concerning the protection of any personal
information that GS1 Ireland may collect from individuals. GS1 Ireland
fully respects your right to privacy, and will not collect any personal
information about you without your clear permission. Any personal
information which you volunteer to GS1 Ireland will be treated with the
highest standards of security and confidentiality, strictly in accordance
with the Acts.
19.2
Full details on how GS1 Ireland will collect, use and disclose any personal
information and Your rights to access and correct that information is set
out in the GS1 Ireland Data Privacy Statement which can be found on
the GS1 Ireland website at
http://www.gs1ie.org/GS1/about/membership/Data_Privacy.html.
20.
GENERAL LEGAL PROVISIONS
20.1
Governing Law: These Terms and Conditions including but not limited
to the Licence are governed by the law of Ireland and GS1 Ireland and
You submit to the exclusive jurisdiction of the Irish courts.
20.2
Waiver: A waiver by either party to these Terms and Conditions of any
breach by the other party of any of these Terms and Conditions including
but not limited to the Licence or the acquiescence of such party in any
act which but for such acquiescence would be a breach as aforesaid, will
not operate as a waiver of any rights or the exercise thereof, unless such
waiver is in writing and signed by the relevant party providing it.
20.3
Severance: If any provision contained in these Terms and Conditions
including but not limited to the Licence is agreed by the parties to be
illegal, void, invalid or unenforceable, or if any court or arbitrator of
competent jurisdiction in a final decision so determines, it shall be
severable and shall be deemed to be deleted from these Terms and
Conditions with effect from the date of such agreement or as declared
by a decision of the said court or arbitrator or such earlier date as the
parties may agree and shall not affect the validity or enforceability of
other provisions in these Terms and Conditions including but not limited
to the Licence which shall continue in full force and effect.
20.4
Entire Agreement. These Terms and Conditions including without
limitation the Licence, the Registration Form, GS1 Ireland’s
Memorandum of Association and Articles of Association for the time
being and the documents referred therein and any other documents
referred to herein constitute the entire agreement of the parties about
its subject matter and supersedes all previous agreements,
understandings and negotiations on that subject matter which are
hereby revoked by the parties mutual consent and not having relied on
them provided nothing in this condition shall exclude or limit a party’s
liability for fraud or fraudulent misrepresentation.
January 2012