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1.
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Grant of Licence
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GS1 Singapore grants you a non-exclusive and non-transferable licence to use the GS1 Singapore
Identification Keys and Bar Code Symbols in connection with the supply and sale of your Products in
Singapore and overseas markets
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2.
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Terms
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The Licence and these Terms and Conditions come into effect on the date on which GS1 Singapore notifies
you of its acceptance of your GS1 Singapore Registered User Application, which you have accepted under the Terms
and Conditions of the Licence Agreement. The Licence Agreement and the Terms and Conditions shall continue
for the duration of the financial year (January to December of every year). The Licence Agreement may be
renewed annually, subject to your compliance with these Terms and Conditions including but not limited to the
payment of the annual Licence Fee or until the Licence Agreement is terminated under clause 11.
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3.
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Fees - (a) Entrance Fee: S$750.00 + 7% GST; (b) Annual Licence Fee: S$750.00 + 7% GST or any revised rates
to be set by the GS1 Singapore Council from time to time.
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3.1
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The Entrance Fee and Annual Licence Fee are to be paid upon joining as a registered user of GS1 Singapore.
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3.2
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Subsequently, after 12 months, you must pay the Annual Licence Fee to GS1 Singapore within
14 days of the GS1 Singapore's invoice date.
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3.3
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GS1 Singapore may, from time to time, increase the Licence Fee, without prior notification to you.
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3.4
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GS1 Singapore may charge an administration fee for any overdue amount, calculated at the rate of 5% per annum or
at the revised rate to be set by the GS1 Singapore Council from time to time.
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3.5
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Change of Company's Name: An Administration Fee would be imposed for the change of the company's name. The change of
the company's name is only allowed in situations where such a change of name does not affect the ownership of the company.
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3.6
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The payment of Annual Licence 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, you must complete and submit the attached Interbank GIRO Application Form.
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4.
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GST
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4.1
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You are required to pay GST on the Licence Fee.
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4.2
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GS1 Singapore will issue a tax invoice to you for the Licence Fee, plus GST
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5.
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Your Obligations: You fully recognize and unconditionally accept that GS1 Singapore is the owner
of the Licence and only GS1 Singapore has the authority to issue the Licence to you. In this connection,
you have accepted the Terms and Conditions fully and agreed to waive your rights to contest them in any
legal or court proceedings regarding any issues that may arise from these Terms and Conditions hereafter.
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5.1
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You must:
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(a)
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not at any time during the term of the Licence, 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.
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(b)
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comply with the technical standards set out in the GS1 Singapore manuals/guidelines and such other
directions as GS1 Singapore may give from time to time.
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5.2
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You shall assist in the identification of terminated GS1 Singapore ID Keys (which may still be in circulation),
and 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.
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6.
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Use of GS1 Singapore ID keys, Bar Code Symbols and other Intellectual Property rights
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6.1
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You:
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(a)
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may use only the GS1 Singapore ID Keys issued to you by GS1 Singapore;
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(b)
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must not sell, transfer or assign (or attempt to sell, transfer or assign)
the GS1 Singapore ID Keys issued to you by GS1 Singapore.
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(c)
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must not use any numbers that copy the GS1 Singapore numbering system;
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(d)
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must only use the GS1 Singapore ID Keys issued to you in connection with the manufacture, sale and identification of your Products;
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(e)
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must not alter the GS1 Singapore ID Keys licensed to you in any way;
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(f)
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recognise 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. You must not sell, transfer or assign (or attempt to sell, transfer or assign) the GS1 Singapore ID Keys issued to you by GS1 Singapore's rights with regard to GS1 Singapore ID Keys or the related intellectual property rights;
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(g)
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must not permit anyone else to use the GS1 Singapore ID Keys issued to you ;
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(h)
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(h) must ensure that the Products bear all proprietary notices that GS1 Singapore may require you to put up from time to time;
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(i)
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(i) You must not allow anyone to use any numbers issued by GS1 Singapore to you.
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7.
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Use of Trademarks for Marketing /Promotion purposes
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With GS1 Singapore's prior written consent, you may use the GS1 Singapore Trade Marks for the purposes of marketing and promoting the Products.
You must ensure that the Trade Marks are reproduced only in accordance with the manner, form and other guidelines specified to you by GS1
Singapore from time to time.
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8.
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Indemnity
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You agree to indemnify GS1 Singapore against all claims, suits, losses, damages or costs suffered or incurred by GS1 Singapore as a result of your
conduct or use of the GS1 Singapore ID Keys or any breach of these Terms and Conditions by you.
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9.
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Limitation of Liability
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9.1
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To the fullest extent permitted by law:
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(a)
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all terms, conditions and warranties which would otherwise be implied into this contract are excluded; and
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(b)
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where any implied term may not be excluded, GS1 Singapore limits the liability for breach of that term to the re-supply or
payment of the cost of re-supply of the relevant services
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9.2
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To the fullest extent permitted by law, GS1 Singapore excludes all liability (whether arising in negligence, breach of contract
or breach of any law) in connection with this Licence for any indirect or consequential loss or damage, including loss of profits and revenue.
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9.3
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To the fullest extent permitted by law, GS1 Singapore's total liability to you for loss or damage of any kind arising out of this Licence
which is not excluded by clause 9.2 is limited, for any and all claims, to the total Licence Fees paid during the 12 month period prior
to the occurrence of the event giving rise to the liability.
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10.
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Privacy and Confidentiality
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10.1
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You must always keep confidential and secure, and not use or disclose any information of GS1 Singapore that is identified as or would
reasonably be expected to be, proprietary, confidential or commercially sensitive except as permitted by this Licence.
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10.2
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You may only disclose information which:
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(a)
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is necessary to perform your obligations under the Licence and on a 'need-to-know' basis only;
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(b)
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is authorised in writing by GS1 Singapore; or
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(c)
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is required by law.
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11.
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Termination:
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Either GS1 Singapore or you may terminate this Licence
in any other circumstances by giving 3 months' written notice to the other party.
However, your termination notice is subject to acceptance by GS1 Singapore after (a)
you have settled all outstanding accounts and (b) after you have withdrawn all goods
(bearing the GS1 Singapore Company Prefix assigned to your company for the generation of bar code
for your company's products) from the market. Where the Products (bearing GS1 Singapore ID Keys issued
to you) are already in the market at the time the Licence is terminated, notwithstanding such termination
you will remain liable for a fee equivalent to the then current Licence Fee for the period that you continue
to distribute those Products or that your products with GS1 Singapore ID Keys continue to be in circulation
in the market.
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11.1
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GS1 Singapore may terminate the Licence immediately by giving notice if:
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(a)
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You fail to pay the Licence Fee by its due date;
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(b)
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You commit a breach of your obligations under these Terms and Conditions or
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(c)
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You are declared bankrupt, go into liquidation, have a receiver or manager appointed, or (being a company) are wound up.
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11.2
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Your notice of termination is subject to acceptance and approval by GS1 Singapore and after you have paid up all outstanding registered user fee, fully settled all other outstanding accounts and after you have withdrawn from the market your company's products bearing GS1 Singapore ID Key previously allocated to your company. Your request for termination
of registered user shall only take effect upon receipt of GS1 Singapore's written approval.
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11.3
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Termination of this Licence does not relieve you from any liability which has arisen from any prior breach of the Terms and Conditions of this Licence.
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12.
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Consequences of Termination
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12.1
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Upon termination of this Licence, your rights under this Licence are terminated forthwith and you must:
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(a)
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immediately cease applying the GS1 Singapore ID Keys and Bar Code Symbols to any of your Products manufactured or sold by you after the termination date; and to withdraw your products with GS1 Singapore ID Keys from the market forthwith.
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(b)
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within 7 days of the receipt of the GS1 Singapore's termination notice, you are required to pay to GS1 Singapore all amounts due to GS1 Singapore under this Licence as at the termination date.
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12.2
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You are not entitled to any rebate or refund of the Licence Fee or any other fees or charges paid by you under this Licence, unless this Licence expressly states otherwise.
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12.3
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The termination or expiry of this Licence does not affect those provisions, which by their nature will survive termination, including but not limited to Clauses 8, 9, and 10.
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12.4
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Upon termination or breach of this Licence for any reason (including but not limited to, the nonpayment of fees payable by you), you expressly authorise and allow GS1 Singapore to make reasonable enquiries with third parties (including but not limited to retailers) to ascertain whether you have acted in breach of this Licence Agreement and, in particular, clause 12.1 hereof.
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12.5
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GS1 Singapore reserves the right to issue the GS1 Singapore Company Prefix which was previously allocated to you to other registered users, after you have ceased to be a registered user of GS1 Singapore.
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13.
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Training
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You are required to attend an initial training session to familiarise yourself with the GS1 Singapore System. Details of the training program can be found on the GS1 Singapore website - http://www.gs1.org.sg.
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14.
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Notices
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14.1
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All notices and other communications in connection with this Licence:
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(a)
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must be in writing; and
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(b)
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will take effect from the time they are received, unless a later time is specified.
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14.2
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If sent by registered post, the notices and other communications are deemed to be received the day after the date of posting (or seven days after the date of posting if sent to or from a place outside Singapore
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14.3
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If sent by facsimile, the notices and other communications are deemed to be received at the time shown in the facsimile transmission report
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14.4
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Notices to you will be sent to the address specified on your Licence Agreement (or such other address as you may notify GS1 Singapore from time to time). Notices for GS1 Singapore must be sent to the General Manager of GS1 Singapore at GS1 Singapore's address as notified to you from time to time.
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15.
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Notices
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15.1
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This Licence Agreement constitutes the entire agreement of the parties on the subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
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15.2
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This Licence is governed by the laws of Singapore.
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15.3
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A provision of this Licence or a right created under it may not be waived except in writing, signed by the party giving the waiver.
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15.4
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GS1 Singapore may vary these Terms and Conditions at any time by giving written notice to you. Any such variation notified by GS1 Singapore takes effect immediately (unless a later date is specified in the notice).
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15.5
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You must not assign, transfer or sublicense your rights or obligations under this Licence.
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16.
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Registered User Certificate:
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Registered User Certificate: The GS1 Singapore Registered User Certificate will be sent to you in due course. If your application is submitted via internet and the signed original copy of the said Interbank GIRO Application Form was not sent together with your registered user application form, the GS1 Singapore Registered User Certificate will be sent to you after receipt of the said Interbank GIRO Application Form duly completed.
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17.
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Definitions
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These meanings apply to this Licence unless the contrary intention appears:
'GS1 Singapore' means GS1 Singapore, which is a division of the Singapore Manufacturer's Federation.
'GS1 Singapore Identification (ID) Keys' means the GS1 Singapore Company Prefix and associated range of identification numbers that are issued to you by GS1 Singapore.
'Bar Code Symbols' means the GS1 Data Carriers designed to carry the GS1 ID Keys and other attribute information.
'GST' means the Goods and Services Tax.
'GTIN' means Global Trade Item Number.
'Licence' means the licence granted by GS1 Singapore to you to use the GS1 Singapore ID Keys.
'Licence Fee' means the annual fee payable by you to GS1 Singapore as specified in the Licence Agreement (as varied from time to time according to clause 3.
'Products' means the goods or services manufactured, distributed and/or sold by you.
'Licence Agreement' means this Licence Agreement whereby persons apply to become subscriber registered user to GS1 Singapore and for the issue of GS1 Singapore ID Keys.
'Trade Marks' means the trademarks associated with GS1 Singapore and/or the GS1 Singapore system.
'you' means the person, company, corporation or other legal entity that has signed the Licence Agreement applying for subscriber registered user of GS1 Singapore and the issue of GS1 Singapore ID Keys and 'your' has a corresponding meaning.
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