Affiliate License Agreement
This Affiliate License Agreement (the "Agreement") is between GS1 New Zealand Incorporated (NZBN 9429000000000), a not for profit incorporated society, and your organisation (“the Parties”). The Agreement covers your responsibilities as an Affiliate Licensee and our responsibilities to you. Please ensure you read and understand the entirety of this document as it is legally binding on the Parties.
1. Purpose and use of GS1 Identifiers and Services
1.1. GS1 Identifiers and Services are provided by GS1 to you/your organisation to identify and register business functions, locations, and other identifying details.
1.2. One GS1 Identifier only shall be used to identify a location or business function, service, or product as defined by the Parties.
2. Definitions and interpretation
2.1 “Affiliate Licensee” means you/your organisation having accepted the obligations outlined in this Agreement in accordance with clause 3.1.
2.2 “Force Majeure” means any occurrence or omission as a direct result of which the party relying on it is prevented from or delayed in performing any of its obligations under this Agreement (other than payment of money) and that is beyond the reasonable control of that party, including but not limited to acts of God, epidemics, pandemics, sabotage, terrorism, public disorders, industrial actions, transportation failures or delays, shortage of materials, breakdowns in computer facilities, telecommunication delays or malfunctions, delay or non-supply of electricity for any reason whatsoever, and government directives whether valid or invalid;
2.3. “GS1” means GS1 New Zealand Incorporated and its successors and assigns.
2.4 “GS1 Identifier(s)” means the unique identification numbers issued by GS1 to Members (or Affiliate Licensees) and registered in the GS1 Global Registry, including but not limited to as a Global Trade Identification Number (GTIN), Global Company Prefix (GCP), Global Location Number (GLN), and EPC keys.
2.5. “GS1 Payment Gateway” means the payment method available on the GS1 website (www.gs1nz.org) to be used for payment of the Services where a fee is payable.
2.6. “Services” means any and all services supplied by GS1 to the Affiliate Licensee, (and where the context permits, shall include any supply of such services, including but not limited to Covid-related Services).
2.6.1. “Covid-related Services” are defined as a service for GS1 Identifier(s) allocated to assist the Ministry of Health Covid-19 contact tracing response when tracing is required or mandated by the New Zealand Government. The GLN is encoded in a QR code poster and must (at a minimum) always be used to identify a physical location.
2.7. “Specific Agreement” means an existing License or Information Agreement that you have with GS1 for another purpose.
3. Acceptance
3.1. On your request for a GS1 Identifier and/or services you are deemed to have accepted this Agreement.
3.2. The Affiliate Licensee may have also entered into a Specific Agreement with GS1. If so, to the extent that this Agreement is inconsistent with any such Specific Agreement, the latter prevails.
3.3. None of GS1’s agents or representatives are authorised to make representations, statements, conditions, or agreements not expressed by the Chief Executive of GS1 in writing nor is GS1 bound by any such unauthorised statements.
4. Fees
4.1. Where a fee is payable by you, you will be required to pay the fee through the GS1 Payment Gateway or in such other manner as directed by GS1. (“Fee”).
5. Supply of services
5.1. GS1 Identifiers and services are supplied by GS1 using the identifying information provided by the Affiliate Licensee.
5.2. The failure of GS1 to supply the GS1 Identifiers and services for any reason shall not entitle either Party to treat this Agreement as repudiated.
5.3. GS1 shall not be liable for any loss or damage whatsoever due to failure by GS1 to supply the GS1 Identifiers and services (or any of them) promptly or at all.
6. License
6.1. GS1 grants the Affiliate Licensee an exclusive, transferable (in some instances), revocable license to use GS1 Identifiers or receive services from the date of acceptance of this Agreement under clause 3.1 until the termination of this Agreement.
7. Supply of information
7.1. The Affiliate Licensee acknowledges that GS1 has no responsibility:
7.1.1. for the accuracy or completeness of any information placed or published on or accessed through GS1 Identifiers and the services by the Affiliate Licensee or any other party;
7.1.2. for any requirement for the Affiliate Licensee to comply with its obligations under this Agreement;
7.1.3. for any action or transaction undertaken based on information provided to, obtained from, or accessed through use of GS1 Identifiers and/or services; and
7.1.4. in respect of any act, matter or thing arising out of any transaction action or inaction involving or associated with your use of GS1 Identifiers and/or services (including any claim or dispute relating to that transaction, action, or inaction).
7.2. The Affiliate Licensee acknowledges and agrees that:
7.2.1. they will only use GS1 Identifiers and/or services for the purposes for which they were requested and supplied;
7.2.2. they will comply with all applicable laws and regulations, and all reasonable GS1 directions or instructions in relation to the Affiliate Licensee’s use of GS1 Identifiers and/or services including any such directions or instructions published on the GS1 website;
7.2.3. GS1 disclaims and excludes liability for any claims arising out of or in connection with the use of GS1 Identifiers, services, and/or information, content or materials included in GS1 Identifiers and services; and
7.2.4. information held by GS1 is as provided by the Affiliate Licensee and other users and GS1 takes no responsibility for its accuracy.
8. Intellectual property
8.1. The Affiliate Licensee agrees that all intellectual property rights in and to GS1 Identifiers and/or services are owned by GS1 or its licensors.
8.2. Intellectual property belonging to either GS1 or the Affiliate Licensee prior to entering into this Agreement shall remain the property of that Party.
8.3. GS1 and the Affiliate Licensee warrant that any intellectual property supplied by each Party, in the course of supplying GS1 Identifiers, and/or services, does not infringe the rights of any third party.
8.4. No trademarks or other intellectual property belonging to GS1 shall be used by the Affiliate Licensee for any marketing or promotion material without the prior written consent of GS1.
8.5 On termination of this Agreement, by either party, the Affiliate Licensee will:
(a) cease to use all Intellectual Property belonging to GS1, including but not limited to ceasing all direct or indirect use of GS1 Identifiers, services, and related intellectual property (for the avoidance of doubt, this does not include NZBNs); and
(b) Cease applying GS1 Identifiers to locations after the termination date.
9. Termination
9.1. The Affiliate Licensee may terminate this Agreement, by providing written notice to GS1, and clause 11.4 shall apply.
9.2. GS1 may terminate this Agreement by giving notice to the Affiliate Licensee that they are in breach of any of the terms and conditions under this Agreement and that the breach is not capable of being remedied. Following such termination, you will be required to cease using any GS1 Identifiers issued, and/or services provided to you when you accepted the terms of this Agreement.
9.3 GS1 may terminate this Agreement at any time by giving six (6) months’ written notice to you.
10. Privacy
10.1. The Affiliate Licensee authorises GS1 to collect, retain, share and use any information about the Affiliate Licensee, for the purpose of providing GS1 Identifiers and/or supplying services and acknowledges that that personal information included in that data may be shared and used as set out in GS1’s privacy policy at https://www.gs1nz.org/privacy-statement/.
10.2. The Affiliate Licensee’s GS1 Identifiers, contact details and physical address information may be shared with the Ministry of Health as part of Covid-19 tracking, when the GS1 Identifier is obtained for use in Covid-related Services.
10.3. Where the Affiliate Licensee is a natural person the authority under (clause 10.1) is an authority or consent for the purposes of the Privacy Act 2020.
10.4. For the purposes of UK and EU data protection laws, GS1 is a joint “Data Controller” with GS1 Global and will comply with all relevant laws relating to disclosing personal data. For more information see GS1 Global’s privacy policy at https://www.gs1nz.org/privacy-statement/.
11. General
11.1. GS1 Identifiers and services supplied by GS1 are subject to the laws of New Zealand and GS1 takes no responsibility for changes in the law (including New Zealand Government directives), which affect them or their use.
11.2. Neither Party shall be liable for any default due to a Force Majeure event.
11.3. GS1 reserves the right to review the terms of this Agreement from time to time. If a review results in change to terms, that change will take effect from the date on which GS1 provides notice of such changes on the GS1 website.
11.4. Survival: Clauses 3, 5.3, 7, 8.1, 10 and 11.1 shall survive termination of this Agreement.
This Affiliate License Agreement was last updated on 6 June 2024.