Global Regulatory Monitoring System of Chemical Substances

Terms & Conditions / Agreement


Global Regulatory Monitoring System of Chemical Substances "GRMS²"


GRMS² User
(Also referred to as the “User”)


European Automobile Manufacturers Association
Avenue des Nerviens 85
1040 Brussels

(Also referred to as “ACEA”)

(The User and ACEA are collectively also referred to as the “Parties”.)

  1. Object of the Agreement

    1. ACEA grants the user a non-exclusive right to use the Global Regulatory Monitoring System of Chemical Substances („ also referred to as GRMS²“) according to the terms and conditions of this agreement (also referred to as the “Agreement”).
    2. The GRMS² is a regulatory monitoring tool that provides the user access to global regulatory information stored in a database & summarized in fact sheets. The system language will be in English.
  2. Scope of Usage

    1. The user is entitled to use the GRMS² as described in this agreement.
    2. “Usage” in the sense of this agreement is every access, up- or download of information during the life time of this Agreement in order to monitor, check and compare global chemical regulation. “Usage” also includes the described actions for reasons of monitoring, analyzing and testing of the GRMS².
      The GRMS² is available in two types of user licenses (Editor & Viewer).
    3. The Editor user is entitled to give a limited amount users the Viewer rights within the company or its affiliates. Distribution of GRMS² information or Viewer user rights outside the company of the client or its affiliates is not allowed. “Affiliate means any subsidiary or holding company of the client, any subsidiary of any of its holding companies and any partnership or company in which the client has the majority of the voting rights.”
    4. The Viewer user is entitled to manually download factsheets from the GRMS² and to make these factsheets available within the company or its affiliates if the client purchases at least 50 Viewer licenses incl. 1 Editor license. Otherwise the usage of the downloaded factsheets is limited to the registered users only. Distribution of GRMS² information outside the company of the client or its affiliates is generally not allowed.
    5. The GRMS² and its data shall be used on a different data processing unit than described and agreed between the Parties only after the prior written approval of ACEA. Further changes to the GRMS² are only permitted to the extent as absolutely necessary for the described usage of the GRMS². A de-compilation of the program code is strictly prohibited.
    6. The user is not entitled to transfer the rights acquired under this Agreement to third parties or to assign usage rights to third parties.
  3. Protection of the GRMS²

    1. Irrespective of the usage rights granted in § 1 and § 2 ACEA and its service provider retains all rights in the GRMS², including all duplicates or parts of duplicates the user has made. The user’s ownership in machine readable recorders, data processors and computers is not affected by this.
    2. The user undertakes to leave all intellectual property protection marks such as copyrights and other reserved rights, contained in the GRMS² unaltered, and to take these over into all produced printed or electronic duplicates of the GRMS².
    3. The user shall not disclose the GRMS², neither in its original version, nor as a duplicate or partial duplicate to third parties outside the company or its affiliates without the prior written consent of ACEA. This shall also apply in case of a complete or part sale or liquidation of the user’s enterprise. Employees of the company or its affiliates and other persons who are using the GRMS² according to the terms of this Agreement on the Company’s premises and with the company’s consent are not considered third parties for the purposes of this Agreement.
    4. The user shall in no event pass on to third parties outside the company or its affiliates any data downloaded from the GRMS².
    5. The user shall not, translate, merge, adapt, vary, alter or modify, the whole or any part of GRMS² software nor permit GRMS² software and databases to be combined with, or become incorporated in, any other programs, except as necessary to use it on devices as permitted in this Agreement.
  4. Delivery

    1. The user receives the GRMS² login data to the system by E-mail.
    2. ACEA shall not be liable for any damages resulting from a delay in delivery, unless caused by willful intent or gross negligence.
  5. Warranty

    1. The Parties agree that it is impossible to develop computer programs free of errors or faults for every application condition. For the offered GRMS², ACEA makes a service description available that reflects the latest release, the intended use and the use conditions.
    2. ACEA will deliver the GRMS² in such version which complies with the contractual usage according to the valid service description that has been made available to the Member by ACEA upon the date of signing of this Agreement. If there appears to be any major deviation from the service description during the contractually agreed usage term of GRMS², that substantially impairs the use of the system, ACEA has the right to remedy these defects, unless the expense being unreasonable. If ACEA declines to remedy such defects due to unreasonable expenses, the user is entitled to terminate the agreement in writing with immediate effect.
    3. The user is obliged to furnish written proof of the deviations from the functional description, as mentioned in subsection (2) above, and to cooperate with ACEA regarding the error analysis.
    4. No other warranty shall be granted to the user.
  6. Service

    1. The maintenance of GRMS² is covered by ACEA.
    2. All material given to the user within the scope of the service becomes part of the GRMS² within the meaning of § 1 and the terms of this contract apply accordingly.
  7. Conditions of Use

    1. The GRMS² given to the user was specifically developed for usage on data processing units and for concurrence with other specific computer programs. The conditions of use are reflected in the GRMS² and this Agreement.
    2. In case the GRMS² is used by the user contrary to the conditions of use according to subsection (1) above, ACEA does not make any warranties, meaning that the provisions in § 5 “Warranty” do not apply. Additionally ACEA is entitled to terminate this agreement pursuant to § 10 “Term and Termination”, sub-section 4.
  8. Limitation of Liability and Force Majeure

    The liability of the Parties, regardless of the legal reason, is limited as follows:
    1. Both parties shall be liable for any and all damages caused by willful misconduct or intent.
    2. Except in case of (a) death and/or personal injury, (b) gross negligence and/or wilful misconduct, (c) any breach of intellectual property rights, (d) any breach of confidentiality obligations, and/or (e) any breach of any mandatory laws and/or regulations (such as – but not limited to - competition laws and data protection/privacy laws, any liability for indirect damages and other consequential losses, such as loss of profit, loss of data and failure to realize cost savings, etc. shall be excluded.
    3. ACEA is not liable above and beyond the extent outlined in the above provisions.
    4. Each Party shall be excused from the fulfillment of any obligation under this Agreement for so long as and to the extent that such fulfillment may be materially hindered or prevented by any circumstance excluding the liability, which is outside of such party´s reasonable control including (to the extent applicable), but not limited to, war and other hostilities (whether war be declared or not), invasion, acts of foreign enemies, mobilization, requisition or embargo; severe fire, earthquake, flood, hurricane, wind or other natural catastrophe, import or export restrictions of foreign or national government regulations, explosion, epidemics, rebellion, revolution, insurrection, military or usurped power, civil war and terrorist activity, riot, commotion or disorder, strikes or any other circumstance outside its control, provided that the Party seeking to be excused shall without delay notify the other Party of the beginning of any such circumstance. Upon the ending of such circumstance the Party excused shall without undue delay resume the fulfillment of all obligations, which were interrupted thereby. Should such circumstances last more than six months, the Parties may decide, by unanimous decision, whether this Agreement should be modified or terminated as a result of such event of force majeure.
    5. ACEA will not be liable for any content of the data uploaded to or downloaded from the GRMS² nor for any damages which may result from incorrect data.
  9. Third-Party Rights

    1. ACEA shall provide to the user the GRMS² in the condition as described free of third party property rights and the GRMS² shall not infringe upon any third party intellectual property rights.
      In the event third parties bring justified claims against the user relating to an infringement of such third party’s intellectual property rights in relation to GRMS² provided by ACEA and used by the user in accordance with the provisions contractually agreed, the following provisions shall apply:
      • The Parties to this Agreement shall immediately inform each other in writing, in the event third parties bring claims against one of the Parties relating to an infringement of intellectual property rights.
      • ACEA shall indemnify the user from such claims and defend from all relating claims. In the event suitable defense measures and negotiations for settlement are legally reserved to the user, ACEA shall indemnify the user from all expenses of defense and miscellaneous cost provided that the user obtains and follows ACEA’s instructions before the user takes measures to legal defense. In this event, the user shall provide ACEA with all necessary information and shall give ACEA adequate and reasonable support.
      • ACEA shall, at its own discretion, modify or replace GRMS² concerned so that they do not infringe any third-party intellectual property rights while preserving their specified nature and quality, or will obtain the right for the use to continue using GRMS² concerned by concluding an agreement with the owner of such intellectual property rights. If ACEA cannot reasonably accomplish these measures specified in this subsection above at reasonable conditions, both parties may terminate this Agreement in writing without notice.
      • If the claimant reimburses the user for costs incurred, the user must in return reimburse ACEA in the same amount.
    2. The above-mentioned claims by the user shall not apply:
      Insofar as and to the extent that the user is responsible for the infringement of third party intellectual property rights. Insofar as and to the extent that the infringement of third party intellectual property rights arises from the fact that GRMS² delivered were modified by the user or were used in conjunction with interfaces, data or products which were not supplied by ACEA.
  10. Term and Termination

    1. This Agreement shall become effective upon accepting of the Agreement and all associated documents (Schedules) by the Parties for a period of 12 months (service period).
    2. Each party may terminate this Agreement with one (1) month notice prior to the end of the service period in writing.
    3. If neither party terminates the Agreement prior to the end of the service period, it will automatically be extended by another twelve (12) months.
    4. In the event a Party fails to comply with any of the obligations set forth in this Agreement and has omitted to cure such breach within five days following receipt of a notice of default served by the other Party, the other Party may terminate the contract unilaterally, without any court intervention and without giving any further notice or paying any damages for termination.
    5. If any of the parties:
      • has filed for bankruptcy, has been declared bankrupt, enters into liquidation (whether compulsory or voluntary) or compounds or makes any voluntary arrangement with its creditors or has a receiver, administrative receiver, administrator or other encumbrances appointed of all or part of its assets or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as and when they fall due; or
      • sells or intends to sell, part with or cease to carry on its business or that part of its business relating to the activities to be performed under this contract; or
      • its shareholders transfer the legal or beneficial ownership in any of the shares in its capital;
      the other party should be notified immediately of these actions or events in writing and such party may terminate the contract immediately by registered letter, without any obligation to pay damages for such termination.
  11. Final Provisions

    1. If individual terms and conditions in these provisions or in the agreement should prove to be legally invalid or unimplementable, the parties undertake to replace any such invalid or unimplementable terms and conditions with valid or implementable ones most closely approximating the parties´ original intent at the time the relevant terms and conditions where agreed. The validity of the remaining terms and conditions is not affected.
    2. The preceding provision also applies in the event that the agreement should contain gaps.
    3. This Service Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by Belgium Law.
    4. Any dispute concerning, or arising out of the conclusion, the interpretation, or the performance of this Agreement will be governed by Belgian law and submitted exclusively to the courts of Brussels.
    5. Amendments and additions to the provisions or this Agreement must be made in writing. The requirement to use written form can only be waived in writing.