ECBOS Terms of Use V 1.0


1. The ECBOS Purpose

ECBOS (Environmental compliance BOS System) was developed and is operated by Nanjing CIRS Co.,Ltd. On behalf of various international mixture manufacturers with the purpose to enable the managing of environmentally relevant information on Mixture along the supply chain by using the internet as the most cost efficient enabler for this process.

(1) Subject of the ECBOS Terms of Use

The ECBOS Terms of Use (subsequently called “Terms of Use”) rule the conditions between any legal entity accessing ECBOS and having been properly registered by NANJING CIRS (hereinafter generally referred to as “USER”) – and NANJING CIRS for using the ECBOS. A USER may use ECBOS in two ways: The data providing USER (subsequently called “Data-Providing USER”) is a USER transferring data into ECBOS or forwarding received data within ECBOS. The data receiving USER (subsequently called “Data-Receiving USER”) is a USER who receives data out of ECBOS. These Terms of Use apply to both kinds of USERS and rule the access to ECBOS and the way the Data-Providing and the Data-Receiving USER interact with each other. For the avoidance of doubt, these Terms of Use do not create contractual rights or obligations between Data-Providing and Data-Receiving Users.

(2) Scope of Usage of ECBOS

The ECBOS can be used by all USERS under the condition of the acceptance of the terms, conditions, and notices contained in these Terms of Use without any modification. By pressing the “Yes”-button at the end of these Terms of Use, the USER agrees to these Terms of Use Version 1.0. As to any future versions of the Terms of Use, Article 12 shall apply. NANJING CIRS grants the USER a non-transferable, non-exclusive and non-perpetual right to use ECBOS and any related software, database access and interfaces according to the conditions as described in these Terms of Use. “Usage of ECBOS” with regards to these Terms of Use means any kind of interaction with the ECBOS and includes, besides connecting to the ECBOS and using its functionalities (i.e. data entry, data transmission, data maintenance, browsing formula composition data (hereinafter referred to as “FCD”), every usage of the ECBOS web sites (e.g. browsing Formula lists), any functionally required installation of related software and the provision of any kind of ECBOS documentation or support by NANJING CIRS independent of the communication medium (online, paper, voice, electronic, etc.). A de-compilation of the program code is prohibited. The USER is not entitled to assign the rights and obligations granted by NANJING CIRS, whether in total or in parts, to third parties or to allow usage rights to third parties and/or to grant any sub-licence or right to use to any third party.

(3) USER Account

Upon application and registration as set out below, NANJING CIRS will provide each USER with one or more USER accounts. These accounts are password protected and can only be accessed by the USER. To open an account for access to ECBOS, the USER must complete the registration process by providing ECBOS with current, complete and accurate information as prompted by the applicable registration process. The USER then will receive a password. The USER is exclusively responsible for maintaining the confidentiality of her/his User password. Furthermore, the USER is entirely responsible for any and all activities that occur under the USER’s account, except activities of any third party outside the USER’s sphere and not attributable to her/him. The USER agrees to notify NANJING CIRS immediately of any unauthorized use of USER’s account or any other breach of security. Unless provided for otherwise below, NANJING CIRS will not be liable for any loss that the USER may incur as a result of someone else using USER’s password or account, either with or without USER’s knowledge. NANJING CIRS will, within the limitations as set out below, be liable if the unauthorised use is due to NANJING CIRS’s intentional or negligent conduct. In the event of negligence or willful misconduct of the USER, the USER may be held liable for losses incurred by NANJING CIRS due to someone else using her/his account or password. For the avoidance of doubt, the USER will not be liable for any loss of data caused by any third party outside the USER’s sphere and not attributable to her/him. The USER ensures that within her/his organization the USER shall not give her/his User ID or/and PW to any other person.

(4) Company Administrator / END-USERS of ECBOS

Each USER of ECBOS shall appoint a responsible Administrator (hereinafter referred to as “Company Administrator”). The Company Administrator shall identify herself/himself during the registration process as the responsible Administrator for the USER and will receive the USER’s ID and password referred to under (3) above. The Company Administrator shall be responsible for the administration (registration and cancellation) of employees selected by the USER to access the USER’s account on behalf of the USER (hereinafter referred to as “END-USER”). The Company Administrator has the possibility to grant different rights of usage to each of the ENDUSERS. The Company Administrator may appoint himself/herself as an END-USER as well. Each END-USER will receive his/her own End-User-ID and password by the Company Administrator. The Company Administrator shall be the single point of contact for NANJING CIRS concerning each and all problems, questions or other items in connection with the access and usage of ECBOS by the USER and her/his END-USERS. The USER shall ensure, that the Company Administrator is highly qualified in the use of the ECBOS, is aware of these Terms of Use and is responsible to ensure that the END-USERS are familiar with and behave according to these Terms of Use. USER may appoint a replacement Company Administrator at any time. The USER shall ensure that a change of the Company Administrator shall be properly recorded promptly in ECBOS.

(5) Data Input and Data Maintenance

The Data-Providing USER enters data into ECBOS that may be used by the Data-Receiving USER to create the FCD. Any data provided into ECBOS is based on each Data-Providing USER’s best reasonable knowledge, including the Data-Providing USER’s research and experiences. The data corresponds to each Data-Providing USER’s present level of knowledge. NANJING CIRS is responsible for the system functionality, but has no responsibility for the data content entered by a USER. For those data NANJING CIRS uploaded or may upload into ECBOS and made or makes available to the USERS on behalf of any third party (such as e.g. Data Research Companies or the ECBOS Material Council) the responsibility of NANJING CIRS is limited to technical data integrity. In any case NANJING CIRS shall provide traceability of data origin through the identification of the Data-Providing USER and the data input / modification date. NANJING CIRS will take adequate measures to ensure that the data provided into ECBOS can only be completed, changed, deleted or in any other way be modified by the respective Data-Providing USER.

(6) Scope of Usage of Data

NANJING CIRS represents to USER that access to data provided into ECBOS is restricted to USERS which have successfully been registered by NANJING CIRS. NANJING CIRS further represents that the use of and access to ECBOS by the USERS shall only be possible if the USER has agreed to these Terms of Use and has not been suspended in accordance with Article 13.

(a) USER-RELATED DATA

DATA PROVIDED WITHIN THE REGISTRATION PROCESS (HEREINAFTER REFERRED TO AS “USER-RELATED DATA” E.G. COMPANY NAME, ADDRESS) MAY BE MADE AVAILABLE TO ALL USERS BY NANJING CIRS FOR THE SOLE PURPOSE OF ADDRESSING AND RELEASING DATA (E.G. BY MEANS OF RECIPIENT SELECTION LISTS, ETC.) AND OTHER REQUIRED ADMINISTRATIVE PURPOSES. USERRELATED DATA MAY ONLY BE USED BY THE OTHER USERS FOR THE PURPOSE AS MENTIONED HEREIN.

(b) USER provided data

The following applies to data entered into ECBOS by a Data-Providing USER. The Data-Providing USER remains owner of all data entered by Data-Providing USER. The Data-Receiving USER may use the data provided into ECBOS for the sole purpose of creating formula and substance documentations for products which will be at the same time used in products for the industry. Formula data provided by a Data-Providing USER must not be used for cost and market research studies. Any further use and purpose needs to be approved by representatives of Data-Providing and Data-Receiving USER in advance. NANJING CIRS takes the appropriate technical measures to ensure that data sent by the Data-Providing USER is only accessible, visible or otherwise available to a designated Data-Receiving USER. Neither the Data-Receiving USER, nor NANJING CIRS shall in any way be permitted to sell, (sub-) licence, transfer or otherwise commercially exploit the data provided into ECBOS. The Data-Receiving USER is obliged, not to disclose any kind of data and information received or downloaded from ECBOS to any other USER or third party or to give any other USER or third party access to such information. This explicitly includes general data, such as formula lists or basic formula information or similar data in ECBOS. The Data-Receiving USER however, remains entitled to forward the received data to other USERS of the ECBOS, his FURTHER CLIENTS as far as they are direct recipients of the physical goods, if and to the extent such USERS respectively FURTHER CLIENTS have a need to know such data. “Need to know” means that data has to be provided only to the extent that the Data-Receiving USER respectively the FURTHER CLIENT is entitled to gather environmentally relevant information on mixtures as defined above.

(c) NANJING CIRS Access to Accounts and Usage of Data

NANJING CIRS will treat any data in ECBOS as strictly confidential and will not access the USER accounts or data. Exception to this is system statistics calculation such as e.g. number of FCDs in ECBOS, number of USERS online, etc. This information will be communicated as anonymous extracts of the system to the ECBOS Steering Committee. Furthermore NANJING CIRS’ internal access to data is subject to prior written consent (an e-Mail will be sufficient) of the Data-Providing USER and is restricted to specially selected persons that may need access under supervision of security personnel for system maintenance purposes. Without prejudice of the aforementioned rules of confidentiality, NANJING CIRS is entitled to review any data provided into ECBOS in order to check whether these data have been provided in compliance with these Terms of Use; NANJING CIRS may only review such data if there are indications that a USER does not comply with the Terms of Use.

(7) No Unlawful or Prohibited Use

As a condition of use of the ECBOS, the USER will not use the ECBOS in any manner that could damage or disable the ECBOS or interfere with any other USER’s use of ECBOS.

(a) Gaining access

The USER may not attempt to gain unauthorized access to any ECBOS data, other USER accounts, computer systems or networks connected to ECBOS, through hacking, password mining or any other means. The USER may not obtain or attempt to obtain by any means any materials or information not intentionally made available to her/him by the Data-Providing USER.

(b) Gathering data

Within the scope of the Terms of Use, the USER is permitted to access the ECBOS data exclusively by using the ECBOS online screens in a web browser. USER is allowed to make this data temporarily visible by using such screens and to make this data permanently visible by way of printout. An automatic retrieval of this data using scripts, browser plug-in, robots, crawlers or similar tools and a further automatic processing of this data is not permitted.

(c) Publication and Transfer of Data

The USER shall not be entitled to make the ECBOS data available to the public or to transfer the ECBOS data to any third party outside the industry for such third party’s commercial interest. Further usage of data after exporting them into in-house systems are defined in additional agreements covering the data download from ECBOS, such as the “ECBOS Advanced Interface” contracts between NANJING CIRS and the respective ECBOS USER. The USER shall to best effort attempt to persuade his customers and sub-suppliers to receive and provide data by ECBOS for reasons of quality and efficiency.

(8) System and Service Availability

Except in the event of willful misconduct, NANJING CIRS has no liability under these Terms of Use that any ECBOS service will be uninterrupted, timely or error-free. In the event of gross negligence, the liability of NANJING CIRS will be restricted to such damages which may typically occur in comparative circumstances. Nevertheless, NANJING CIRS will take adequate technical measures to provide resources and to limit the consequences of major failures. Separate agreements defining different service levels for other services than the services rendered hereby between the USER and NANJING CIRS are not affected by this restriction.

(9) Hours of Operation

The ECBOS system is scheduled to be available Monday to Friday 24 hours per day (CET) subject to the following limitations. The NANJING CIRS service centres are scheduled to be available as defined under the internet link http://www.ecbos.com. However, NANJING CIRS reserves the right to temporarily shut down the system for maintenance reasons. Any maintenance action within hours of operation, except for such maintenance actions that do not influence the use of the ECBOS, shall be announced on the ECBOS pages reasonably in advance.

(10) System Security

ECBOS was developed under the consideration of the highest appropriate technical information security principles available on the market. For the purpose of improving security, NANJING CIRS is obliged and reserves all rights to further update the system’s security in line with appropriate standards of information technology.

(11) Modification of ECBOS Terms of Use

In case system related security issues or other severe reasons, such as limited accessibility or limited performance, should arise, NANJING CIRS may, in order to prevent abusive use of and/or to protect the proper functionality and availability of ECBOS, modify the Terms of Use for this purpose. Prior to implementing such modifications NANJING CIRS will consult with the major User organizations, disclose to them the reasons for such changes and discuss the necessity of changes to the Terms of Use. In the event of such a modification of the Terms of Use NANJING CIRS will notify the USER either by mail or e-Mail at least thirty (30) calendar days before the modified Terms of Use will be effective. If such modified Terms of Use are not accepted by the USER in writing or via online acceptance both parties shall have the right to terminate with thirty (30) days notice according to Article 12, second paragraph. In the extraordinary case of an imminent risk to the functionality and availability of the system requiring immediate action NANJING CIRS will be released from its obligation of a prior consultation of the User organizations.

(12) Termination / Access Restriction

The USER’s access to ECBOS and its right to use ECBOS may be terminated by NANJING CIRS only in case of a material breach of these Terms of Use by the USER if the USER has not been able to remedy the breach within thirty (30) calendar days after receipt of a respective written notice. In case of a material breach of these Terms of Use by the USER the access of the respective USER or END-USER to ECBOS may be suspended with immediate effect until the USER/ END-USER has remedied such breach within this thirty (30) days period. The USER may terminate the use of ECBOS at any time without giving any reason by written notice to NANJING CIRS. The USER’s right to terminate for material breach remains unaffected. The USER agrees that NANJING CIRS may establish reasonable limits concerning the use of any ECBOS storage space in the account. NANJING CIRS shall be entitled to deactivate accounts that have not been accessed by the USER for more than 6 months, by giving at least thirty (30) calendar days prior written notice, and provided that the USER has not objected to the deactivation within twenty (20) calendar days from the receipt of such notice. On deactivation of a USER account, NANJING CIRS will destroy any information i.e. data related to this account after previous notification of the USER thereof (at least one week before destruction). The USER may ask NANJING CIRS to provide a copy of the data in his account before destroying. Any costs associated to providing such copy is to be carried by the USER. Upon termination the USER shall immediately stop the use of ECBOS. Notwithstanding the aforementioned, NANJING CIRS is entitled to keep one copy of all data and information of the USER after termination for the sole purpose of tendering evidence, which is to be stored in the legal department of NANJING CIRS. Such data and information shall be kept confidential by NANJING CIRS in accordance with Article 6 (b). For the avoidance of doubt, in case USER requests to use its deactivated accounts at a later stage, it will notify NANJING CIRS, and NANJING CIRS will activate such accounts within three (3) working days.

(13) Copyright

The USER may neither modify, alter, adapt or merge the ECBOS software nor copy parts or the whole of it except as functionally required to use ECBOS, nor use the name ECBOS in conjunction with any other service or system without prior written approval of NANJING CIRS.

(14) Force Majeure

No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by: fire, flood, labour disturbances which present an unreasonable safety risk or prohibit access, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other cause beyond its reasonable control, provided such party (hereinafter referred to as the “Affected Party”) is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the affected party through the use of alternate sources, work around plans or other means. In such event, the affected party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and the affected party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. In such case the affected party shall without undue delay notify the other party/-ies (i.e. NANJING CIRS and/ or USER(S)) and describe at a reasonable level of detail the circumstances causing such delay.

(15) Limitation of Liability

Neither party will be liable for any damages based on ECBOS data or for any damage, i.e. in relation to sending, storing and receiving data in ECBOS, unless the damage is caused by gross negligence or willful misconduct. The above limitation of liability shall not apply to the extent that mandatory liability is borne, in cases of injuries to life, limb and health, cases of typically foreseeable damages and in case of breach of a material obligation of the contract.

(16) Indemnification

16.1 The Data-Receiving USER acknowledges and agrees that the input of data entered by the Data-Providing USER and the accuracy and adequacy thereof, is under the exclusive control of the Data-Providing USER.

16.2 Subject to the limitations of liability as set forth in Article 15 above, NANJING CIRS shall indemnify and hold the Data-Providing USERs harmless from any and all third party damage claims arising out of or relating to the fact that NANJING CIRS does not, or does not place these Terms of Use completely, or does place these Terms of Use in any other way incorrectly into ECBOS.

(17) Disclaimer for Electronic Data Transfer

Due to the use of electronic data transfer, neither NANJING CIRS nor the Data-Providing USER do warrant or represent that the data received by the Data-Receiving USER is accurate, complete, correctly sequenced, without typographical errors, reliable or timely, or that the data will be free of errors, destructive elements and/or viruses.

(18) Links to Third Party Sites

The ECBOS sites may contain links to third party web sites (“Linked Sites”). The Linked Sites are not under the control of NANJING CIRS and NANJING CIRS is not responsible or liable for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. NANJING CIRS is not responsible or liable for web-casting or any other form of transmission received from any Linked Site nor is NANJING CIRS responsible or liable if the Linked Site is not working appropriately. NANJING CIRS is providing these links to the USER only as a convenience, and the inclusion of any link does not imply endorsement by NANJING CIRS of the site or any association with its operators. The USER is responsible for viewing and abiding by the privacy statements and Terms of Use posted at the Linked Sites.

(19) Governing Law and Jurisdiction

The validity, interpretation and implementation of these Terms of Use and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by Chinese law. The exclusive place of jurisdiction for all disputes arising from and regarding this agreement is Nanjing, China.

(20) Final Provisions

If any regulation of these provisions proves to be invalid or not feasible, the effectiveness of the other regulations shall remain unaffected thereby. The foregoing regulation shall apply mutatis mutandis in case the agreement should contain loopholes.