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DECLARATION BY APPLICANT
Our company 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 licence fee for the continued use o
Terms and Conditions of the Licence Agreement
with GS1-Nigeria
The following terms and conditions apply to the
Licence 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 Licence.
1. DEFINITIONS
The following definitions will apply within
these terms and conditions:
1.1 “Business Day” means any day of the week except
Saturday, Sunday or a national public holiday.
1.2 “GS1” means GS1-Nigeria (Limited by guarantee), an
organisation incorporated in Nigeria
1.3 “GS1 Numbers” means the GS1 membership number and
product numbers that are issued to You by GS1 for Your use in accordance with
these terms and conditions.
1.4 “Intellectual Property” means patents, registered
designs, utility models, trade marks, applications for any of the foregoing,
inventions, unregistered trademarks, copyright, confidential information,
know-how, processes and trade secrets and other intellectual property, and
equivalents of any of the foregoing anywhere in the world and includes the Trade
Marks.
1.5 “Licence” means the Licence granted by GS1 to You
to use the GS1 Numbers.
1.6 “Licensee” means You.
1.7 “Products” means the products manufactured and/or
sold by You.
1.8 “Registration Form” means the GS1 registration
form whereby persons apply to become members of GS1 and for the issue of GS1
Numbers.
1.9 “terms and conditions” means these terms and
conditions as varied by time to time by GS1 in accordance with clause 9.
1.10 “Trade marks” means the trade marks associated
with GS1/or the GS1 numbering system.
1.11 “You” means the person, company, corporation or
other legal entity that has signed the Registration Form applying for membership
of GS1 and the issuance of GS1 numbers. “Your” has a corresponding meaning.
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2. GRANT OF LICENCE
If GS1 accepts Your application for membership
and issues You with GS1 Numbers, GS1 also grants You a non-exclusive
non-transferable Licence to use those GS1 Numbers in connection with the supply
and sale of Your Products. The Licence will commence on the date that GS1 issues
You with Your GS1 Numbers and will continue until terminated as provided in
clause 15.
3. COMMENCEMENT DATE
3.1 Effect: These terms and conditions come into
effect for You on ( ) or the date on which the GS1 Numbers are issued to You.
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4. FEES
4.2Amount of Licence fee: As at the commencement
of the Licence the amount of the annual Licence fee is as specified in the
Registration Form. GS1 may, from time to time, increase the amount of the
Licence fee by giving You at least 20 Business Days written notice. On expiry of
the notice period the increase shall be effective and due and payable.
4.3 Fees Payable after Termination of Membership:
Where Products bearing GS1 Numbers issued to You are already in the market place
at the time of termination of the Licence pursuant to clause 15, notwithstanding
such termination You will remain liable for a fee equivalent to the Licence fee
for the period that those Products remain in the marketplace.
4.4 Default Interest: You will pay interest on any
amount due and not paid within the timeframe required by the Licence. Such
interest will be payable on the amount outstanding from the due date until
payment at the rate of 15% per annum.
4.5 VAT: All amounts payable under this clause are
exclusive of VAT. You will also pay any VAT in addition to the base amount
payable.
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5. YOUR CONDUCT
5.1 Not Prejudice GS1’ s Goodwill: You will not at any
time during the term of the Licence, or after its termination, be a party to any
act, matter or thing whereby GS1’ s goodwill, trade or business may be
prejudicially affected or brought into disrepute.
5.2 Standards: You will abide by and comply with the
technical standards set out in the GS1-Nigeria manuals/guidelines and such other
directions as GS1 may give from time to time.
5.3 Inspection: You will permit inspection of Your
operations and Products which relate to the GS1 Numbers at regular intervals to
ensure that these terms and conditions are being observed and complied with.
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6 USE OF GS1 NUMBERS AND OTHER INTELLECTUAL PROPERTY
6.1 Use of GS1 Numbers: You are only entitled to use
the GS1 Numbers issued to you by GS1. You must not use any numbers issued by GS1
to any other person. You must not use any numbers which purport to be issued by
GS1 or which copy the GS1 numbering system. You will only use the GS1 Numbers
issued to you in connection with the manufacture, sale and identification of
your products.
6.2 Not Alter the Numbers: You will not alter the GS1
Numbers Licensed to You in any way.
6.3 No dealing with Numbers; You recognize GS1’ s
title to the GS1 Numbers and related Intellectual Property and shall not at any
time do or suffer to be done any act or thing which may in any way impair GS1's
rights in the GS1 Numbers or related Intellectual Property.
6.4 Not Permit Display: You will not permit anyone
else to use or display the GS1 numbers issued to you.
6.5 No Challenge or Misuse of GS1 Numbers : You shall
not at any time, either during the term of the Licence or after termination,
directly or indirectly :
6.5.1 Challenge Ownership of Numbers: challenge, call
into question or raise any questions concerning the validity or ownership of the
GS1 Numbers or related Intellectual Property; or
6.5.2 Seek Registration of similar Numbers: use or seek
registration of any Intellectual Property including any design which
incorporates or includes, or is substantially identical to, or deceptively or
confusingly similar to, the GS1 Numbers or related Intellectual Property without
GS1’ s prior written consent.
6.6 Proprietary Notices: You will ensure that all
proprietary notices that GS1 may require from time to time, appear on the
Products.
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7 USE OF GS1 NUMBERS AND TRADE MARKS FOR
MARKETING/PROMOTION
You may also wish to use the GS1 Numbers and the
Trade Marks. Your only rights to use the GS1 Numbers and the
Trade Marks on marketing and promotional
materials are specified in this clause.
7.2 GS1 Consent: GS1 must be given prior written
notice of Your desire to use the GS1 Numbers and the Trade Marks in the
marketing and promotional materials. You may only use the GS1 Numbers and/or the
Trade Marks if GS1 gives its approval to such use (such approval to be granted
or withheld in GS1’s sole d iscretion). You will submit samples of the proposed
marketing and promotional materials to GS1 for approval at least 15 Business
Days prior to the intended date of publication.
7.3 Correct Reproduction of Trade Marks: If you are
permitted to use the Trade Marks for marketing and promotional materials, You
must ensure that the Trade Marks are correctly reproduced.
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8 INTELLECTUAL PROPERTY INFRINGEMENT
In the event that it comes to Your notice that:
(a) there is an infringement or suspected infringement
of the Intellectual Property in the GS1 Numbers or the Trade Marks; or
(b) the GS1 Numbers infringe or are suspected of
infringing intellectual property rights of others,
You will promptly notify GS1 in writing. GS1
will have control over any steps GS1 may wish to take in relation to suspected
infringement and all such steps shall be at GS1’s cost. You will provide
information and assistance in respect of such suspected infringement as GS1
reasonably requests.
9 VARIATION OF TERMS AND CONDITIONS
GS1 has the right to vary these terms and
conditions at any time by given written notice to You. Any such variation
notified by GS1 shall take effect immediately (unless a later date is specified
in the notice).
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10 COMPLIANCE WITH GS1 RULES
As long as You remain a member of GS1 You must
comply with the rules of GS1, as registered with the Registrar of Corporate
Affairs Commission.
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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 Licence for any reason and shall not be deemed
waived, merged or extinguished upon such termination or expiry.
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12 INDEMNITY
You agree to indemnify GS1 against claims,
suits, losses, damages or costs suffered or incurred by GS1 as a result of Your
conduct, Your use of the GS1 Numbers and any breach of these terms and
conditions by You (except to the extent GS1 causes or contributes to the claims,
suits, losses, damages or costs).
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13 CONFIDENTIALITY
You will always keep confidential and secure,
and not exploit or otherwise misuse, any information of GS1’ s which is
identified as or would reasonably be expected to be, proprietary, confidential
or commercially sensitive. You will only disclose that information to the
extent:
a) necessary to perform Your obligations under the
Licence and on “need-to-know” basis only;
c) As required by law.
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14. ASSIGNMENT AND SUBLICENCES
You shall not assign, transfer or sublicense
Your rights and obligations under the Licence.
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15. TERMINATION
15.1 GS1 Termination: GS1 shall have the right to
terminate the Licence immediately by giving notice if: 15.1.1 Fail to Pay Licence fee: You fail to pay the
annual Licence fee by its due date; 15.1.2 Breach: You commit a breach of Your obligations
under these terms and conditions;
15.1.3 Insolvency: You are declared bankrupt, go into
liquidation, have a receiver or statutory manager appointed, or (being a
company) are wound up otherwise than for the purpose of a reconstruction; or
15.1.4 Head Licence Terminates: GS1 ceases to hold the
necessary licence rights to issue GS1 numbers in Nigeria.
15.2 Termination by either Party: Either GS1 or You may
otherwise terminate this Licence in any other circumstances by giving six months
written notice to the other party.
15.3 No Release from Obligations: Termination of this
Licence does not relieve either GS1 or You from liability arising from any prior
breach of their terms of this Licence.
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16 CONSEQUENCES OF TERMINATION
On termination of this Licence, Your rights
under this 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 GS1 Numbers and related Intellectual Property;
16.2 Return Materials: return (without retaining copies
thereof) all material, notes, data, instructions and other papers, samples,
materials and property GS1 has supplied or other items which contain GS1’ s
confidential information or Intellectual Property relating to the GS1 Numbers;
and
16.3 Cease applying GS1 Numbers to Products: cease
applying the GS1 Numbers to any of your Products manufactured or sold by You
after the termination date.
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17 DISPUTE RESOLUTION
Where any dispute arises in relation to the
Licence or any matter arising under it, GS1 and You will make genuine efforts to
resolve the dispute by negotiation. Nothing in this clause prevents either GS1
or You from applying to a court for urgent relief.
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18 NOTICES
All notices and other communications required or
permitted under this Licence shall be in writing and shall be delivered
personally, sent by registered post (within Nigeria) or sent by facsimile
transmission (and promptly confirmed by registered post or, in the case of
overseas mail, by air courier service). Any such notice shall be deemed given
when so delivered personally, or if sent by facsimile transmission on the next
following business day in the country in which it is received, or the next day
after sending by registered post within Nigeria. Notices for You will be sent to
the address specified on Your Registration Form (or such other address as You
may notify GS1 of from time to time). Notices for GS1 must be sent to the Chief
Executive of GS1 at GS1’s address as notified to You from time to time.
19 GENERAL LEGAL PROVISIONS
19.1 Governing law: The terms and conditions are
governed by the laws of Nigeria. GS1 and You submit to the non-exclusive
jurisdiction of Nigerian courts.
by the relevant party providing it.
19.3 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.
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