GS1 SINGAPORE GRANT OF LICENSE AGREEMENT – TERMS & CONDITIONS
SECTION 1 – DEFINITIONS
1.1 Unless expressly provided for otherwise, in this Agreement, the following words shall have the following meanings:-
(a) GS1 Singapore – means GS1 Singapore Limited (Co. Registration No. 200720720G), a company incorporated in the Republic of Singapore with its office at 2985, Jalan Bukit Merah, Singapore 159457.
(b) GS1 Singapore Registered User Application – means application to be a license user of GS1 uses, applications or services through form or www.gs1.org.sg
(c) GS1 Singapore Identification (ID) Keys - means the GS1 Singapore Company Prefix and associated range of identification numbers that are issued to Licensee by GS1 Singapore.
(d) Bar Code Symbols - means the GS1 Data Carriers designed to carry the GS1 ID Keys and other attribute information, including RFID.
(e) NEPC – means National Electronic Product Catalogue.
(f) GST - means the Goods and Services Tax.
(g) GTIN - means Global Trade Item Number.
(h) License - means the License granted by GS1 Singapore to Licensee to use the GS1 Singapore ID Keys.
(i) License Agreement - means this License Agreement
(j) Licensee – means the person, company, corporation or other legal entity who has applied to GS1 Singapore to be, and whom GS1 Singapore has accepted as, the registered user of GS1 Singapore and GS1 Singapore ID Keys, where such person, company, corporation or other legal entity have agreed to be bound by the terms and conditions of this License Agreement.
(k) License Fee - means the annual fee payable by Licensee to GS1 Singapore as specified in the License Agreement.
(l) Party – means a party to the License Agreement, who is either GS1 Singapore or the Licensee. Collectively, GS1 Singapore and the Licensee are referred to as “Parties”.
(m) Products - means the goods or services manufactured, distributed, packaged and/or sold by Licensee.
(n) RFID – means Radio-Frequency Identification
(o) Services – means the services provided by GS1 Singapore to the Licensee in connection with the Licensee’s use of the GS1 Singapore Identification Keys and Bar Code Symbols.
(p) Trade Marks - means the trademarks and all other intellectual property associated with GS1 Singapore and/or the GS1 Singapore system.
1.2. Unless the context otherwise requires, the singular includes the plural and vice versa and words importing any gender includes all other genders.
1.3. A reference in the Agreement to:
(a) a “person” includes a partnership and/or a body whether corporate or otherwise;
(b) “time” refers to the local time in Singapore; and
(c) “dollars” or “$” refers to the lawful currency of Republic of Singapore.
1.4. Clause headings are for convenience only and have no effect on the construction, interpretation or meaning of the Agreement.
SECTION 2 – FEES & CHARGES
ENTRANCE FEE - S$750.00
DEPOSIT – Same amount as the Annual License Fee
ANNUAL LICENSE FEE Based on the Licensee’s Issued Capital or any revised rates from time to time.
All fees and charges are quoted exclusive of goods and services tax. Licensee shall pay GS1 Singapore the amount of such goods and services tax in respect of all sums payable to GS1 Singapore hereunder.
(a) The Entrance Fee, Deposit and Annual License Fee are to be paid upon joining as a registered user of GS1 Singapore. For the avoidance of doubt, the Entrance Fee and first year’s Annual License Fee are non-refundable and non-transferrable.
(b) Subsequently, GS1 Singapore will render an invoice of the Annual License Fee to the Licensee at the start of each calendar year. The Annual License Fee will be deducted from the Licensee’s designated bank account through the Interbank GIRO payment system on the date as stated in GS1 Singapore’s invoice (“GIRO Deduction”).
(c) GS1 Singapore may, from time to time, increase the Annual License Fee in accordance with this Agreement.
(d) In the event that the GIRO Deduction is unsuccessful due to insufficient funds or for whatever reason, GS1 Singapore may charge interest for any overdue amount, calculated at the rate of 15% per annum or such other rates as determined by GS1 Singapore from time to time on a daily basis, beginning from the day after the unsuccessful GIRO deduction up till and including the date of GS1 Singapore’s receipt of payment of the Annual License Fee, subject to a minimum fee for late payment of $100.00.
(e) Change of Company’s Name: An Administration Fee would be imposed for the change of the Licensee’s name. The change of the Licensee’s name may be allowed by GS1 Singapore at its sole discretion in situations where such a change of name does not affect the ownership of the company.
(f) The payment of Annual License Fee after the initial 12 months shall be conducted through Interbank GIRO payment system. At the time of the application for GS1 Singapore registered user, Licensee must complete and submit the attached Interbank GIRO Application Form.
SECTION 3 – TERMS AND CONDITIONS&llt;/p>
1 GRANT OF LICENSE
Subject to the payment of the License Fee and to the terms and conditions stated herein, GS1 Singapore grants Licensee a non-exclusive and non-transferable License to use the GS1 Singapore Identification Keys and Bar Code Symbols in connection with the supply and sale of Licensee’s Products in Singapore and overseas markets.
The License shall commence on the date on which GS1 Singapore notifies Licensee in writing of its acceptance of Licensee’s GS1 Singapore Registered User Application (the “Commencement Date”) and shall continue for the duration of the calendar year (January to December of every year). The License Agreement may be renewed annually, subject to Licensee’s compliance with the terms of this Agreement including but not limited to the payment of the annual License Fee or until the License Agreement is terminated under Clause 8 of Section 3 herein.
3 UNDERTAKING OF LICENSEE
Licensee fully recognizes and unconditionally accepts that GS1 Singapore is the owner of the License and only GS1 Singapore has the authority to issue the License to Licensee. In this connection, Licensee have accepted the Terms and Conditions fully and agreed to waive its rights to contest them in any legal or court proceedings regarding any issues that may arise from these Terms and Conditions hereafter.
3.1. Licensee must:
(a) not at any time during the term of the License, or at any time after its termination, do or commit to do anything whereby GS1 Singapore’s goodwill, trade or business may be prejudicially affected or brought into disrepute.
(b) comply with the technical standards set out in the GS1 Singapore manuals/guidelines and such other directions as GS1 Singapore may implement from time to time.
3.2. Licensee shall assist in the identification of terminated GS1 Singapore ID Keys (which may still be in circulation), and ensure that retailers and buyers are, upon request, required to provide to GS1 Singapore, details of GS1 Singapore ID Keys and Bar Codes processed in the previous twelve months.
3.3. Licensee warrants that it has obtained all the requisite approvals and licenses to operate its business activities and that the manufacture, distribution, packaging and/or sale of its Products are in accordance with the applicable laws.
4 USE OF GS1 SINGAPORE ID KEYS, BAR CODE SYMBOLS AND OTHER INTELLECTUAL PROPERTY RIGHTS
(a) may use only the GS1 Singapore ID Keys issued to Licensee by GS1 Singapore;
(b) must not sell, transfer or assign (or attempt to sell, transfer or assign) the GS1 Singapore ID Keys or the related intellectual property rights issued to Licensee by GS1 Singapore;
(c) must not use any numbers that replicate the GS1 Singapore numbering system;
(d) must only use the GS1 Singapore ID Keys issued to Licensee in connection with the manufacture, sale and identification of Licensee’s Products;
(e) must not alter the GS1 Singapore ID Keys licensed to Licensee in any way;
(f) must use the NEPC system in accordance with the terms and conditions of the NEPC User Agreement;
(g) recognise and accept GS1 Singapore’s title to the GS1 Singapore ID Keys and the related intellectual property rights and must not at any time do or allow to be done any act or thing which may in any way impair such rights;
(h) must not permit any third party to use the GS1 Singapore ID Keys issued to Licensee;
(i) must ensure that the Products bear all proprietary notices that GS1 Singapore may require Licensee to put up from time to time;
(j) must not allow any third party to use any numbers issued by GS1 Singapore to Licensee;
(k) shall not re-use the Global Trade Item Identification Number (GTINs) for any new products.
4.2. GS1 Singapore may take any and all necessary action against the Licensee for unauthorized usage and distribution of the GS1 Singapore ID Keys, including but not limited to informing retailers of the unauthorized usage of GS1 Singapore ID keys and publishing such notification of unauthorized usage on GS1 Singapore’s website and NEPC.
4.3. GS1 Singapore may conduct market surveillance to monitor proper deployment or detect unauthorized usage of GS1 Singapore ID keys.
5 LIABILITY AND INDEMNITY
5.1. Licensee agrees to indemnify and keep GS1 Singapore, its Affiliates, and each of their respective directors, officers, agents, employees and representatives indemnified from and against claims, actions, proceedings, damages, costs, expenses (including legal fees on an indemnity basis), and liabilities arising out of or in connection with any breach or non-observance of the terms of this Agreement by Licensee, its employees, agents and sub-contractors, including without limitation in respect of:-
(a) any breach of security or fraud or criminal act carried out by Licensee, its employees, agents or sub-contractors relating to any misuse of the License granted to the Licensee;
(b) any claims, actions or proceedings brought by Licensee’s customers, partners or any other parties.
5.2. Subject to Clause 5.4 of Section 3, GS1 Singapore shall not be liable to Licensee for any damages or losses suffered or incurred by the Licensee in connection with the use of the License unless the same is caused by the negligence of GS1 Singapore, its Affiliates, directors, officers, agents, employees and representatives.
5.3. GS1 Singapore shall not be liable for any loss, damage or corruption of data howsoever caused.
5.4. The total liability of GS1 Singapore and its Affiliates’ shall not in any circumstances, in respect of all and any incidents arising during any consecutive period of twelve (12) months, exceed an amount equal to the License fees paid during the 12 months period prior to the occurrence of the events (whichever is lesser) paid to GS1 Singapore under the Agreement.
5.5. The Licensee acknowledges and agrees that the legal remedies available to GS1 Singapore in the event of the Licensee’s breach of this Agreement may be inadequate and GS1 Singapore shall be entitled, without posting any bond or other security, to apply for temporary, preliminary and permanent injunctive relief, specific performance and other equitable remedies in the event of the Licensee’s breach, in addition to any other remedies which GS1 Singapore may have at law or in equity.
6 TRADEMARKS AND INTELLECTUAL PROPERTY
6.1. With GS1 Singapore’s prior written consent, Licensee may use the GS1 Singapore Trade Marks for the purposes of marketing and promoting the Products. Licensee must ensure that the Trade Marks are reproduced only in accordance with the manner, form and other guidelines specified to Licensee by GS1 Singapore from time to time.
6.2. Licensee shall immediately cease to use GS1 Singapore Trade Marks upon GS1 Singapore’s written notification and if required by GS1 Singapore, Licensee shall destroy all marketing and promotional materials which bear GS1 Singapore Trade Marks immediately.
6.3. All intellectual property rights in the GS1 Singapore Identification (ID) Keys, Barcode Symbols, GTIN and NEPC system are owned by GS1 Singapore and Licensee shall not use or permit to be used by any person under its control any of GS1 Singapore’s intellectual property except as allowed under this Agreement.
7 TRAINING FEE
7.1. An initial training session is provided by GS1 Singapore to Licensee’s staff on the correct and proper usage of GS1 system and NEPC system.
7.2. GS1 Singapore may charge the Merchant a “training fee” for each training session.
8.1. Save as may be modified from time to time in writing, this Agreement shall have effect from the Commencement Date and shall continue in full force and effect for a minimum period of one (1) year from the Commencement Date.
8.2. Either Party may terminate this Agreement after one year from the Commencement Date provided that :-
(a) such notice to terminate is served on the other Party in writing; and
(b) the Party wishing to terminate provide at least three(3) months’ notice of their intention to terminate to the other Party.
8.3. The Agreement may otherwise be terminated immediately by notice in writing:-
(a) by either Party if the other Party commits a material breach of any terms of the Agreement and in the case of a breach capable of being remedied, the defaulting Party does not remedy the breach within fifteen (15) days after receiving a written request from the non-defaulting Party to remedy it;
(b) by either Party if the other Party is deemed to be insolvent or is unable to pay its debts or a petition is presented or meeting convened or resolution passed for the purpose of winding up or if that other Party enters into liquidation, whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, judicial manager, administrator, or administrative receiver appointed over all or any part of its assets or any proposal is made for a company voluntary arrangement or where that Party threatens to take or takes or suffers any similar action in consequence of debt or insolvency;
(c) by GS1 Singapore and without giving rise to any liability whatsoever, if GS1 Singapore has reasonable grounds to suspect that the Licensee is involved in any criminal or fraudulent activity.
8.4. Termination of the Agreement howsoever arising will not affect or prejudice the accrued rights of the Parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
8.5. In the event of termination, Licensee shall make immediate payment to GS1 Singapore of any sums owed to it by Licensee.
9 CONSEQUENCES OF TERMINATION
9.1. Upon termination of this License, Licensee’s rights under this License are terminated forthwith and Licensee must:
(a) Immediately cease applying the GS1 Singapore ID Keys and Bar Code Symbols to any of Licensee’s Products manufactured, distributed, packaged and/or sold by Licensee after the termination date;
(b) Immediately withdraw Licensee’s existing Products which apply the GS1 Singapore ID Keys from the market forthwith;
(c) not access the NEPC system; and
(d) pay to GS1 Singapore all amounts due to GS1 Singapore under this License as at the termination date, within 7 days of Licensee’s receipt of GS1 Singapore’s termination notice, failing which an interest of 15% per annum or such rates as determined by GS1 Singapore will be charged against the Licensee from the due date to the date of actual payment.
9.2. Licensee shall not be entitled to any rebate or refund of the License Fee or any other fees or charges paid by Licensee under this License, unless otherwise stated expressly in this Agreement.
9.3. Subject to the Licensee making full settlement of all amounts due to GS1 Singapore as at the termination date, GS1 Singapore shall refund the Deposit to the Licensee free of interest. In the event that the Licensee fails to make full settlement of the outstanding amounts due to GS1 Singapore within thirty (30) days from the date of termination, GS1 Singapore shall be allowed to deduct the Licensee’s outstanding amounts from the Deposit before refunding the excess (if any) to the Licensee.
9.4. The termination or expiry of this License does not affect those provisions, which by their nature will survive termination, including but not limited to Clauses 5, 6, 7, 8 and 9 of Section 3 herein.
9.5. Upon termination or breach of this Agreement for any reason (including but not limited to, the non-payment of fees payable by Licensee), Licensee expressly authorise and allow GS1 Singapore to make reasonable enquiries with third parties (including but not limited to retailers) to ascertain whether Licensee have acted in breach of this License Agreement.
9.6. GS1 Singapore reserves the right to issue the GS1 Singapore ID Keys which were previously allocated to Licensee to other registered users, after Licensee has ceased to be a Registered User of GS1 Singapore.
Licensee shall not, and will not purport to, assign, charge, sub-contract or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of GS1 Singapore.
11.1 GS1 Singapore may from time to time issue, amend, modify or update the terms and conditions of this License Agreement, operating rules and regulations, instructions and user manuals. Any such changes shall take effect within twenty-one (21) days of written notice by GS1 Singapore to Licensee. In the event that such changes are required for security, fraud prevention reasons or by law or by the competent authorities, the changes shall take effect immediately on the date of GS1 Singapore’s written notice to Licensee.
11.2 GS1 Singapore may from time to time implement system upgrades or other changes to the Services. Where applicable: -
(a) GS1 Singapore will provide Licensee with thirty (30) days’ prior notice of its intention;
(b) If nothing is heard from Licensee within fourteen (14) days of GS1 Singapore’s notification to Licensee, Licensee shall be deemed to have approved the intended downloads, upgrades and/or test plans and GS1 Singapore shall be entitled to proceed according to the notification.
(c) Licensee shall cooperate, facilitate and assist GS1 Singapore in such upgrade/change to the Service.
11.3 In the event that the aforesaid upgrades or changes to the Service arise from or are introduced by any authority or change in law, GS1 Singapore shall bear the implementation cost up to the interface with the system and the necessary implementation cost (or such portion thereof as Parties may mutually agree) required for Licensee’s systems. All other costs shall be borne by Licensee.
11.4 GS1 Singapore may at its sole discretion amend the fees payable by Licensee under the Agreement. GS1 Singapore shall give the Licensee a minimum of three (3) months’ written notice of the change in the fees. In the event that the Licensee is not agreeable to the amended fees, the Licensee may terminate the Agreement by giving GS1 Singapore at least three (3) months’ written notice of Licensee’s intention to terminate the Agreement on the day before the amended fees take effect.
12.1 Both Parties acknowledge and agree that they will each fulfill their obligations under this Agreement solely as an independent contractor. Nothing contained in this Agreement will be construed to imply joint venture or principal-and-agency relationship between both Parties.
12.2 The terms of this Agreement supersede all prior representations, agreements and arrangements of whatever nature and form. The terms of this Agreement set out the entire agreement and understanding between both Parties relating to its subject matter. Unless expressly agreed to in writing between both Parties, the terms of this Agreement apply in place of and prevails over any terms or conditions contained or referred to in correspondence or elsewhere or implied by trade custom or course of dealing and any purported contrary or inconsistent provision is hereby excluded.
12.3 If a Force Majeure Event occurs, the party that is prevented by that Force Majeure Event from performing any one or more obligations under this Agreement (the “Non-Performing Party”) shall be excused from performing those obligations to the extent affected by the Force Majeure Event provided that: -
(a) the Non-Performing Party informs the other Party of its intention to invoke this Clause 12.3 within 3 days of the occurrence of the Force Majeure Event; and
(b) the Non-Performing Party has used all reasonable commercial endeavours to avoid invoking this Clause 12.3
For the purpose of this Clause 12.3, “Force Majeure Event” refers to Acts of God, war, invasion, hostilities (regardless of whether war is declared), civil war, rebellion, riot, terrorist activities, strikes, labour disturbances and/or any other extraordinary events or circumstances beyond the control of the Parties.
12.4 All notices given hereunder must be in writing and may be delivered by personal delivery or by pre-paid, registered or certified mail to the Parties’ registered office address or to such other address as the Parties advise the other Party in writing from time to time.
12.5 No forbearance, delay or granting of time by either Party in or before enforcing the Agreement will prejudice its rights in any way. No waiver of any right or breach under the Agreement will be effective unless in writing and signed by the Party making the waiver. Any such waiver will not be construed as a waiver of any other right or breach of this Agreement.
12.6 If any provision of the Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, such provision or its part, may be excised from the rest of the Agreement and the remainder of the Agreement will continue to be valid and enforceable to the fullest extent possible.
12.7 The Parties agree that the application of the Contracts (Rights of Third Parties) Act (Cap 53B) is excluded.
12.8 The Agreement will be governed in all respects by the laws of the Republic of Singapore and the Parties hereby agree to the exclusive jurisdiction of the Singapore Courts.