1. These terms of use (“Terms of Use”) apply to the entire contents of the GS1 UK Ltd Verified by GS1 service (“VBG Service”) accessible to you through the domain https://mygs1.gs1uk.org/My-GS1/checkout.ssp?is=login&login=T&origin=continueshopping&origin_hash=&logoff=T&whence=#login-register accessed via the members area (“User Interface”) including, without limitation, any data results and/or product identity data generated by or made available to you via the [User Interface and] the VBG Service including the Global Trade Item Number Check (“GTIN”), the brand name, the product description, the product image, the global product category, the net content/unit of measure and the target market/country of sale (each an “attribute” and together the "Content").
2. By accessing any part of the User Interface or the VBG Service, you (an individual or legal entity) ("you" or "your") agree (1) to be bound by these Terms of Use which will bind you and (where relevant) your employees and agents, and (2) that where you access any part of the User Interface or VBG Service on behalf of your employer or entity which has engaged you to use the VBG Service (whether your employer/engager is a company, partnership, unincorporated association or otherwise) you warrant that you have authority from your employer/engager to use the VBG Service and view the Contents. If you do not agree to these Terms of Use or do not have the authority to view the Contents (where you are accessing the User Interface or VBG Service on behalf of your employer/engager), you must not access or use the User Interface, VBG Service or the Contents.
3. The VBG Service is a global solution developed by GS1 AISBL, Avenue Louise 326, 1050 Brussels, Belgium (RPM Brussels 419.640.608) (“GS1”) that enables retailers and marketplaces to verify the identity of a product by querying the GS1 registry platform (“GS1 Registry Platform”). The VBG Service is a service available to GS1 UK members and members of GS1 offices (“GS1 Member Organisations”).
4. GS1 UK Ltd (known hereafter as “GS1 UK”, “we” “our” and “us”) may update these Terms of Use, the Privacy Policy (referred to below) and any of the policies or other documents referred to in them from time to time by posting a notice of the update on https://www.gs1uk.org/terms-and-conditions or by notifying You by any other reasonable means. Please check https://www.gs1uk.org/terms-and-conditions regularly for details of updates. If You do not agree to any such update You should stop using the User Interface, VBG Service and Contents (defined herein) before the update takes effect.
Access to the Verified by GS1 Service
5. Access to the VBG Service is via the User Interface.
6. To access the VBG Service You must complete a registration process as part of your use of the User Interface, which will include the creation of an account (“VBG Account”) with a user identifier and/or password (“VBG Password”). You are solely responsible for ensuring that all user identifiers and passwords are kept confidential. You undertake not to disclose to or allow your VBG Password to be use by any third party. In the event that you have reason to believe that any VBG Password is no longer secret, you must immediately notify us support@gs1uk.org. We have the right to disable any VBG Account and VBG Password (whether chosen by you or allocated by us), at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.
7. Your use of any of our other products or services will be on different terms and conditions. If, and only so far as, these Terms of Use and the terms and conditions applicable to our other products or services are inconsistent as to the terms applicable to the use of the VBG Service, the terms and conditions applicable to our other products or services shall apply to those other products or services (and these Terms of Use shall not).
8. If these Terms of Use do not specifically say that You can do something in connection with the User Interface or the VBG Service than you cannot.
Use of the User Interface and Verified by GS1 Service
9. In order to provide security and controlled access, You may only access the VBG Service once you have been provided with the VBG Password.
10. You agree
10.1 to access the VBG Service using only VBG Password that We give You;
10.2 to keep Your VBG Password secure and that You are responsible for any use of the VBG Password;
10.3 to comply with all applicable laws and regulations in your use of the User Interface, the VBG Service and/or the Contents; and
10.4 not to access or use the User Interface, VBG Service or Content for any purpose other than for your own internal purposes or your own internal business purposes.
11. The VBG Service usage guidelines are as follows:
11.1 Do not exceed more than 500 GTINs in any single VBG Service request.
11.2 Do not post data to the VBG Service in any other format than that published by us.
11.3 Do not attempt to slow, deny others’ access, or bring down the VBG Service through unauthorised testing.
12. You also agree to comply with any reasonable instructions or guidelines relating to the use of the VBG Service that we may communicate to you from time to time.
13. You accept that we may monitor communications made by you, including without limitation, all Contents and/or material transmitted through the User Interface including (but not limited to) the number of GTINs checked.
What the User Interface and VBG Service must not be used for
14. You must not use the User Interface or VBG Service to send spam or to interfere with or degrade Our services in any way.
15. You must also not use the User Interface or VBG Service for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or in any way which:
15.1 makes any private information from the User Interface or VBG Service publicly available;
15.2 causes or is intended to cause annoyance, inconvenience or needless anxiety;
15.3 is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);
15.4 does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;
15.5 promotes discrimination or is likely to incite hatred; or
15.6 may infringe the intellectual property rights (e.g. copyright, trade marks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) or any other rights of anyone (including Ours).
16. You will not:
16.1 distribute, license, sell, rent, lease, transfer, assign, display, disclose, commercially exploit or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the VBG Service or Content or otherwise make the User Interface or the Contents available to any third party;
16.2 modify, add to, or otherwise enhance the User Interface, the VBG Service or the Content;
16.3 copy or decompile, reverse-engineer, alter, or in any way tamper (or attempt to do so) with all or part of the of the User Interface and/or VBG Service and/or Content or any software or solution comprised therein or connected thereto, nor cause, permit or assist any other person directly or indirectly to do any of the above and you shall not observe, study or test the functioning of the VBG Service (or any part of it), but only so far as the same cannot be restricted by law;
16.4 infringe or copy Our code or content or the design of Our GS1 Registry Platform, the VBG Service and any of Our other intellectual property rights; or
16.5 introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
Use of Content
17. You shall not:
17.1 present, publish or use the Content in a manner that is false or misleading; infringes rights of third parties (including the owner of the Content (the Data Provider) rights) and/or violates any applicable laws and regulations;
17.2 modify the Content in publishing or disseminating such Content (unless it has express written authorisation of Data Provider to do so);and
17.3 publish or use the Content in a manner that implies any endorsement by the Data Provider or GS1 UK (unless it has express written authorisation of the Data Provider or GS1 UK to do so).
18 You will only use the Content in accordance with the Permitted Use (defined herein) and set out in the paragraph below subject always to the restrictions on use of the Content set out herein.
19. Content made available to You shall be subject to the following:
19.1 You may use the Content solely within your business and for your own business processes, excluding any commercial use (‘commercial use’ meaning any use where the Content is sold, leased, licensed or otherwise made available as a whole or in part, on its own or as part of another product/service). You shall not share, release, submit or allow extraction of the Content by any party other than your own employees or agents.
19.2 You may not use, sell, sublicense, distribute or otherwise make available the Content to third parties, unless such use is part of a Value-Added Product as defined below (the “Permitted Use”). Where such use is part of a Value-Added Product, You shall ensure and procure that any third party (including, but not limited to, customers, clients, solution providers, agents, subsidiaries, or sub-contractors (collectively “customers” or “end users”) is also bound to comply with the provisions contained herein relating to the restrictions on use of the Content, Permitted Use and any other relevant provisions relating to the use of the Content set out in these Terms of Use. GS1 UK reserves the right to immediately remove access to the VBG Service if You or any of your customers and/or end users are suspected or found to be in breach of the terms of use set out herein. For the purpose of this section, “Value-Added Product” means a product or service offered by You to Your customers and/or end-users that uses the Content and adds appreciable value to it, including, without limitation, by combining it with other data, information or analysis sourced or developed by You or by processing or presenting the Content in a novel way. Replicating the Content and/or the Service shall not be considered as adding appreciable value and will not fall within the parameters of the Value-Added Product definition; and
19.3 Subject to paragraph 19.2, You shall not share, release, submit or allow extraction of the Content by any party other than its own employees or agents.
Licences to use the VBG Service and Content
17. We grant You a non-exclusive, revocable and non-transferable licence with a limited right (in accordance with these terms and specifically the Permitted Use) to sublicense to Your customers and/or end users, to use the [VBG Service and the] Content in accordance with the provisions set out herein and subject to any restrictions on Content use set out in these Terms of Use. You must not use the VBG Service or Content in conjunction with any commercial purpose.
18. The use of the [User Interface and] VBG Service licensed under these Terms of Use shall not include any error corrections, patches, fixes, updates, upgrades, new releases or new versions subsequently received (if any) of [the User Interface or] VBG Service. If GS1 UK chooses to implement any error corrections, patches, fixes, updates, upgrades, new releases or new versions subsequently released by Us (Releases), You will implement and use such Releases as soon as possible and in any event in the time period specified by Us. We shall not be liable for any losses or claims arising out of or in connection with Your use of any prior iterations of the VBG Service after We make available any Releases to You.
19. We grant You a non-exclusive, revocable, and non-transferable licence, (with a right to sublicense in the case of Permitted Use to Your customers and/or end users), to download, copy, display, view and use the Content provided that You shall not:
19.1 create permanent copies of the Content except to the extent permitted by these Terms of Use;
19.2 remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the Content;
19.3 without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the Content, or use the VBG Service or any Content in a way that inaccurately suggests an association between You and Us or Our licensors; or
19.4 otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms of Use.
20. This means that:
20.1 We can grant licences to anyone else (and retain rights to do things with the VBG Service and Content Ourselves);
20.2 We can decide to take the licences granted herein back from You; and
20.3 You are not permitted to transfer Your rights to anyone else or to allow anyone else to use the VBG Service, Content or the GS1 Registry Platform.
21. You accept that the Content may contain third party intellectual property rights and You shall ensure that Your use of the Content does not infringe those rights.
22. You will not obtain any right or interest in GS1 UK’s (or its licensors’) existing intellectual property rights in the VBG Service or Content except as explicitly set out in these terms. Any new intellectual property rights arising in connection with the VBG Service or Content shall vest in GS1 UK or its licensors’ as appropriate.
23. Except for Your right to use the User Interface, VBG Service and Content as specifically granted in these Terms of Use, all intellectual property rights in and to the User Interface, VBG Service and Content are Ours and remain Ours (or Our ‘licensors’).
24. If You acquire any intellectual property rights (e.g. copyright, trademarks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) in the User Interface, VBG Service, GS1 Registry Platform or any Content, You shall transfer these rights (both existing and future) with full title guarantee to Us or anyone else We nominate (or You will make this happen immediately). You shall sign all documentation and do such things as We think necessary to transfer those rights.
25. You accept and understand that the VBG Service and Content contain confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any of Our proprietary markings on or in the VBG Service, Content or any related materials and documentation.
Licensor’s rights
26. We have the right at any time to access Your VBG Account and to monitor Your use of Your VBG account to ensure You are complying with these Terms of Use.
27. You grant Us a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, copy, download, view modify, publish, edit, translate, distribute, perform, display and otherwise utilise any content or material that You provide to Us through the VBG Service including Your customer and/or end user content or material and any data or analytics generated from the same.
Our Marks
28. All trade marks, logos and service marks (the Marks) which appear on the GS1 Registry Platform or VBG Service are Our registered and unregistered Marks or are licensed for use by Us by the owners of those Marks.
29. Other Marks are proprietary marks and are registered to their respective owners.
30. Nothing contained on the GS1 Registry Platform or VBG Service should be construed as granting any licence or right to use any Marks displayed on the GS1 Registry Platform or VBG Service without Our written permission. Any such use (if agreed) must be strictly in compliance with our instructions.
31. Misuse of any Mark displayed on the Platform or the API, or any other content on the Platform, except as provided herein, is strictly prohibited.
Data protection
32. You and We shall at all times comply with our respective obligations under applicable data protection laws.
33. You and We shall at all times comply with our respective obligations in our privacy found at https://www.gs1uk.org/privacy-policy (Privacy Policy).
Confidentiality
34. You shall keep Our confidential information confidential. This includes all information (of any kind and in any format and coming into Your knowledge, possession or control in any way) relating to Our business, finance or technology, know-how, intellectual property rights, assets, strategy, products and other customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or how it was disclosed (Confidential Information).
35. You shall only use Our Confidential Information to use the VBG Service and will give Us notice of any unauthorised misuse, disclosure, theft or loss of Our Confidential Information immediately upon becoming aware of this.
36. You shall not without Our prior written consent use, disclose, copy or modify Our Confidential Information (or permit others to do so) other than as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Terms of Use.
37. You may disclose Our Confidential Information to Your officers, employees, agents, professional advisers and contractors (and permit them to use, copy or modify Our Confidential Information) as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Terms of Use. Where disclosure to Your officers, employees, agents, professional advisers and contractors is necessary, You shall ensure such persons are made aware of and agree in writing to observe these same confidentiality obligations and at all times comply with them.
38. You may disclose Our Confidential Information as required by law. In the event that You become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) You shall give Us prompt written notice of the fact so that We may take such steps to prevent such disclosure as We deem appropriate and You shall co-operate with Us in such manner as We may reasonably require.
Promises and Disclaimers
39. You promise that:
39.1 You hold all rights and have obtained all licences required to use the VBG Service and Content; and
39.2 Your use of the VBG Service will not infringe Our rights or anyone else’s, nor will it breach any applicable laws or regulations.
40. The nature of the VBG Service means that users of the VBG Service must accept occasional errors and performance issues from time to time. Therefore, to the maximum extent permitted by applicable law, You accept that the VBG Service is provided on an ‘as-is’ basis and that:
40.1 We do not warrant that your use of the User Interface and VBG Service will be uninterrupted or error free and we shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the VBG Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
40.2 You remain responsible for Your own hardware, content and any other data uploaded through the User Interface and VBG Service;
40.3 We accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to Your VBG Password in order to abuse the nature and intent of the VBG Service (although this does not include where We obtain access to Your username and VBG Password as We are permitted to under these Terms of Use); and
40.4 We accept no responsibility for any liability that arises in connection with the theft of Your username or VBG Password by unauthorised third parties.
41. We do not promise that the VBG Service shall be compatible with third party software or equipment.
42. Any promises that We make (and We are not saying that We are, unless We have to by applicable law) depend on You using the User Interface, VBG Service and Content in compliance with these Terms of Use and the latest versions of all Documentation.
43. We shall not be liable, nor be required to fix, any problem arising from:
43.1 any modification made to any part of the VBG Service by anyone other than Us without Our express prior written consent; or
43.2 any defect or error wholly caused by any equipment or third-party software used in connection with the User Interface or the VBG Service.
44. Subject to what it specifically says in these Terms of Use and to the maximum extent permitted by applicable law, We:
44.1 make no other promises and do not agree to any other terms and conditions (express, implied or statutory) in relation to the VBG Service, the Content and the GS1 Registry Platform or about results to be obtained from using the User Interface, VBG Service, Content or the GS1 Registry Platform; and
44.2 shall not be liable for any loss or damage arising out of any virus or other malicious code.
45. The service is offered on an as-is basis and GS1 UK is not responsible where the performance (or defective or non-performance) of the VBG Service could have a detrimental effect (whether directly or indirectly) on Your business, including any business-critical activities.
46. The VBG Service displays Content that is not owned nor controlled by GS1 UK, therefore the Content is made available on an 'as is' and 'as available' basis. Verifications available from the VBG Service are limited to automated logical checks and do not include physical or legal validations of the accuracy of the Content. GS1 UK does not represent or warrant that the Content is accurate, complete and/or up-to-date. Use of the Content, and the VBG Service is at Your (and in the case of Permitted Use Your respective customer and/or end user’s) sole risk. GS1 UK does not represent or warrant that the VBG Service will be secure or free from error or interruption. GS1 UK does not represent or warrant that the VBG Service and the Content are suitable for any regulatory purpose, including without limitation any regulatory reporting requirements in the healthcare sector. To the fullest extent permitted by law, GS1 UK makes no representations or warranties, express, implied or otherwise, regarding any matter, including the Content and the VBG Service. Any such representations or warranties are expressly disclaimed.
47. The VBG Service has been developed as a service to verify the identity of a product and is subject to rapid enhancement and change based on feedback from the user community. As a result, you accept that in the unlikely event that the VBG Service is subject to unscheduled downtime, we will endeavour to minimise this time period and inform users of the VBG Service of any issues.
Liability
48. To the fullest extent permitted by law, GS1 UK, shall not be liable to You for loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these are direct, indirect or consequential), or any indirect or consequential loss or damage whatsoever including (but not limited to) actual, direct, consequential, indirect, incidental or punitive damages, whether such liability is based on breach of contract, breach of warranty or otherwise, arising under or in connection with these Terms of Use, including (but not limited to) those that may arise from Your use of the User Interface, VBG Service or Content, or for any failure or refusal by GS1 UK to grant You access to the User Interface, VBG Service or Content, or any harm, effects or damages suffered by You as a result thereof even if We were made aware of the possibility that such loss or damage might be incurred by You.
49. Given that We are allowing you access to the VBG Service free of charge, you accept that We exclude and/or limit our liability to the maximum possible extent that We are permitted to under applicable law.
50. GS1 UK may suspend Your access to and use of the VBG Service with immediate effect if You (or your customer or end user) commits a material breach of any provision of these Terms of Use and until such breach is cured, or in order to prevent imminent damage to a third party. If the breach remains uncured for fifteen (15) consecutive days, GS1 UK shall have the right to terminate Your access (and that of your permitted users) to and use of the VBG; Service with immediate effect. These Terms of Use shall survive any termination of Your access to the VBG Service.
51. Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.
Updates to the VBG Service
52. We may make changes to the VBG Service at any time and for any reason.
Termination
53. If You breach these Terms of Use, Your rights to use the User Interface, VBG Service and the Content will automatically terminate, and We can shut down or restrict Your access to VBG Service.
54. Otherwise, the licences granted by Us under these Terms of Use will continue until We terminate Your use (which we may do at any time for any reason and without notice) or You stop using the User Interface, VBG Service and Content.
55. In the event that any of the licences granted by Us under these Terms of Use terminate for any reason, You shall promptly permanently delete and destroy all copies of the Content in Your possession or control.
56. Your obligations relating to the User Interface, VBG Service, Content, data protection, security and confidentiality and the indemnities and licences granted by You and the limitations and exclusions of liability set out in these Terms of Use and any other provisions expressed or implied to survive will continue even after any licences (and/or these Terms of Use) have otherwise ended for any reason.
Other
57. Nothing in these Terms of Use shall (except as expressly provided) be deemed to constitute a partnership or create a relationship of principal and agent between You and Us for any purpose.
58. You are only permitted to allow a third party to benefit from the User Interface (such as a related company of Yours or Your customers) if You ensure that such use:
58.1. does not exceed Your Permitted Use under these Terms of Use;
58.2 is controlled by You;
58.2 does not involve the disclosure of any Confidential Information or Content (other than in accordance with the terms of these Terms of Use); and
58.3 is otherwise subject to and in accordance with these Terms of Use.
59. All aspects of the VBG Service, including the data we store about products, should be considered developmental due to the continuously rapid and agile developmental cycles undertaken in order to refine and grow the VBG Service offering for users. Therefore, You accept you cannot:
59.1 Deny Your customers and/or end users a product or service based on the Content.
59.2 assign, transfer or deal in any other manner with any or all of your rights and obligations under these terms.
60. No failure or delay by GS1 UK to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Indemnity
62. You agree to indemnify Us against all losses or damage We may suffer related to:
62.1 your use of the User Interface or VBG Service infringing the intellectual property rights of anyone (including Us);
62.2 any misuse of the User Interface, the VBG Service or the Content, including any claim Your use of the Content infringes the intellectual property rights or privacy rights of anyone else; and
62.3 any breach by You of any promise or non-performance of any of Your obligations under these Terms of Use.
63. This means that, in these particular circumstances, You will fully reimburse Us for any losses on a ‘£’ for ‘£’ basis, without Us having to take steps to avoid or minimise Our loss or to prove this is direct or foreseeable.
64. You shall fully indemnify, hold harmless and defend GS1 UK from and against all claims, actions, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including reasonable attorneys’ fees and costs), brought by any third party which arise out of relate to or result from any use by you or Your customer and/or end user of the Content or the VBG Service or the GS1 Registry Platform (as the case may be) provided to them by You or in breach of these Terms of Use or any applicable laws or regulations.
65. In the event that you encounter a GTIN that relates to an Inactive Licence, (i) you will assist GS1 UK by notifying us of said GTIN; and (ii) if you are a sales organisation, we recommend that you also notify your suppliers of such Inactive Licence so the supplier can notify its respective member organisation. For the purpose of this clause, “Inactive License” means a GS1 identification key licence that has either expired or terminated under the applicable terms and conditions.
Governing Law and Jurisdiction
66. These terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
67. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or their subject matter (including non-contractual disputes or claims).