National Health Products Catalogue
General Terms and Conditions
1. Interpretation
1.1 Any term defined in the Schedule shall, unless the context otherwise requires, have the same meaning in these National Health Products Catalogue Terms and Conditions.
1.2 Reference in these National Health Products Catalogue Terms and Conditions to the “Agreement” shall mean together these National Health Products Catalogue Terms and Conditions, the Letter and the Schedule.
1.3 In the event of any conflict between these National Health Products Catalogue Terms and Conditions, the Letter and the Schedule, the following shall be the order of priority:
(a) the Letter;
(b) the Schedule; and then
(c) these National Health Products Catalogue Terms and Conditions.
2. Delivery of National Health Products Catalogue and Updates
2.1 IPU Services shall use its reasonable endeavours to supply the National Health Products Catalogue to the address and in the manner and format set out in the Schedule, and any updates at the frequency (if any specified) in the Schedule. Time shall not be of the essence in any circumstances.
2.2 The Licensee shall have the right to change:
(a) the address to which the updates of the National Health Products Catalogue are supplied to upon giving IPU Services thirty days’ prior written notice; and
(b) the media upon which updates of the National Health Products Catalogue are supplied, upon giving to IPU Services thirty days’ prior written notice provided that such change remains within the media ordinarily supplied by IPU Services.
3. Payment Terms
3.1 All fees due and owing under this Agreement shall be paid by the Licensee to IPU Services within thirty days of the date of the relevant invoice or demand.
3.2 The Fees will not be increased before 1 January 2021. On or after 1 January 2021, the Fees may be increased at any time thereafter on IPU Services providing the Licensee with at least ninety days prior written notice.
3.3 In the event of any delay in the payments due by the Licensee to IPU Services under this Agreement, daily interest shall accrue at a rate equal to Euribor (based on the European Central Bank main financing rate) plus seven percentage points on all amounts owed by the Licensee.
4. Licence
4.1 The Licensee agrees and undertakes to use the National Health Products Catalogue solely in accordance with this Agreement.
4.2 Unless stated otherwise in the Schedule, the Licensee agrees:
(a) IPU members are only permitted to use the National Health Products Catalogue (IPU Product File) at the address(es) listed on the IPU Register of Members.
(b) to allow the contents and information contained in the National Health Products Catalogue to be accessed and used only by appropriately qualified personnel;
(c) to use the most current version of the National Health Products Catalogue by uploading all updates supplied by IPU Services promptly after receiving them; and
(d) not to reproduce, copy, edit, publish, transmit, modify, distribute or alter the National Health Products Catalogue, or part thereof, in any way or integrate it into or incorporate it with, any other materials or works or pass it to a third party.
4.3 If the Licensee has been granted a right under this Agreement to sub-licence the use of the National Health Products Catalogue, the Licensee agrees and undertakes to:
(a) inform the sub-licensees of these National Health Products Catalogue Terms and Conditions;
(b) ensure that the sub-licensees are bound by terms equal to those contained in these National Health Products Catalogue Terms and Conditions;
(c) ensure that the sub-licensees only use the National Health Products Catalogue for the purposes described in the Schedule;
(d) ensure that the contents and information contained in the National Health Products Catalogue are accessed and used only by appropriately qualified personnel;
(e) ensure that the most current version of the National Health Products Catalogue is provided to the sub-licensees;
(f) inform IPU Services of the names and addresses of all sub-licensees within thirty days of the Licensee granting a sub-licence to a sub-licensee;
(g) inform IPU Services of:
(i) the names of any sub-licensees whose sub-licence has terminated (for whatever reason, including expiry); and
(ii) the reason(s) for the termination of that sub-licence,
within thirty days of that sub-licence terminating; and
(h) be responsible for all acts of the sub-licensees.

5. Intellectual Property
5.1 The Licensee acknowledges and agrees that IPU Services has spent, and continues to spend, considerable time and resources on the selection and arrangement of the National Health Products Catalogue as an original intellectual creation. Accordingly, IPU Services owns all intellectual property in the selection and arrangement of the National Health Products Catalogue, including all copyright, database rights and any other sui generis rights that may subsist in the National Health Products Catalogue, its selection and arrangement, and in the electronic materials necessary for its operation (and that such rights have vested in IPU Services), without prejudice to the rights of various data suppliers in the contents of the IPU Product File.
5.2 In addition to IPU Services’ intellectual property rights specified in clause 5.1 above, the Licensee acknowledges and agrees that IPU Services has spent considerable time and resources to collect, collate, compile, reformat and verify the accuracy of the contents of the National Health Products Catalogue. Accordingly, IPU Services owns copyright in the contents of the National Health Products Catalogue to the extent that it is not the copyright of any third party suppliers.
5.3 The Licensee undertakes not to access or reproduce, either directly or indirectly, any part of the National Health Products Catalogue or its contents (including any electronic materials necessary for its operation) except to the extent (if at all) that and for so long as the Licensee is expressly permitted to do so in accordance with this Agreement, or as permitted by law, and the Licensee undertakes to take all necessary steps to prevent access to the National Health Products Catalogue by any person except those of its employees who need to have access to the National Health Products Catalogue and to any sub-licensees (if the Licensee has been granted a right under this Agreement to grant sub-licenses and only then in accordance with the terms of the licence granted) for the purposes permitted under this Agreement.
5.4 Notwithstanding the provisions of the above clauses 5.1 and 5.2, and irrespective of whether or not copyright or any other intellectual property right in the National Health Products Catalogue is owned by IPU Services, the Licensee shall not, other than, if, and to the extent expressly permitted in this Agreement, extract or re-utilise the contents of the National Health Products Catalogue (or any part of it) for any commercial purpose including, but not limited to trading, building commercial databases, reselling or redistributing the contents of the National Health Products Catalogue.
5.5 If the Licensee has been granted a right to sub-license the use of the National Health Products Catalogue, the Licensee agrees and undertakes to ensure that the sub-licensees are made fully aware of the terms of this clause 5 and to include in any agreement with such sub-licensees an acknowledgement from the sub-licensees of the intellectual property rights of IPU Services in the National Health Products Catalogue and its contents.
6. Disclaimers
6.1 The National Health Products Catalogue is provided to the Licensee for information purposes only. While IPU Services uses all reasonable endeavours to ensure the accuracy of the National Health Products Catalogue, it takes no responsibility whatsoever for the accuracy of the contents of, or information contained in, the National Health Products Catalogue, and the Licensee agrees that no liability shall attach to IPU Services in respect of the accuracy of the contents and information contained in the National Health Products Catalogue.
6.2 To the fullest extent permitted by law, IPU Services excludes all representations, implied and express warranties and undertakings in respect of the contents and information contained in the National Health Products Catalogue, including, without limitation, its accuracy, completeness or merchantability, quality or fitness for any particular purpose.
6.3 IPU Services does not warrant that the mode of delivery of the National Health Products Catalogue (including updates) will be free from all known viruses but IPU Services shall use commercially reasonable efforts to check for the most commonly known viruses prior to delivery of the National Health Products Catalogue, and any updates to it, but the Licensee shall be solely responsible for virus scanning the National Health Products Catalogue (and any updates) prior to the introduction of it to its systems.
6.4 IPU Services does not make any representation that the contents and information contained in the National Health Products Catalogue is appropriate or suitable for use in countries other than Ireland, or that they comply with any legal or regulatory requirements of any other countries.
7. Changes to the National Health Products Catalogue
IPU Services reserves the right to change the content, presentation, performance, user facilities and availability of any part of the contents and information contained in the National Health Products Catalogue at its sole discretion.
8. Liability and Indemnity
8.1 To the fullest extent permitted by law, IPU Services shall not be liable in contract or otherwise for any direct, indirect or consequential loss or damage sustained by the Licensee, sub-licensees granted rights to use the National Health Products Catalogue, and or third parties that make use of the contents and information contained in the National Health Products Catalogue, store the National Health Products Catalogue on their systems or integrate the National Health Products Catalogue with any systems or software.
8.2 The Licensee agrees to indemnify and hold harmless IPU Services from and against any third party or sub-licensee claims against IPU Services arising from or relating to the Licensee’s, sub-licensee’s or third party’s use of the contents and information contained in the National Health Products Catalogue.
9. Termination
9.1 This Agreement may be terminated by either party for any reason or none after giving the other party ninety days’ written notice.
9.2 This Agreement may be terminated by either party by notice in writing from the party not at fault if any of the following events shall occur:
(a) if the other party commits any breach of the terms and conditions of this Agreement that is capable of being remedied (in the reasonable opinion of the non-breaching party) and fails to remedy such breach within thirty days after receiving written notice from the party not in fault requiring it to do so;
(b) if the other party commits a breach of the terms and conditions of this Agreement that is not capable of being remedied (in the reasonable opinion of the non-breaching party), then the Agreement shall terminate immediately;
(c) if the other party presents a petition or has a petition presented by a creditor for its winding up, enters into compulsory or voluntary liquidation, has a receiver appointed to all or any of its undertakings or assets, be deemed, by virtue of law, to be unable to pay its debts as they fall due, or shall cease to carry on business.
9.3 In the event of termination of this Agreement (for whatever reason, including its expiry), the Licensee shall:
(a) immediately cease all use of the National Health Products Catalogue;
(b) destroy, within seven days of the date of termination of this Agreement, all copies of the National Health Products Catalogue, including any back-up or archive copies;
(c) if the Licensee has granted sub-licensees a right to use the National Health Products Catalogue, ensure that the sub-licensees immediately cease all use of the National Health Products Catalogue and that the sub-licensees, within seven days of the date of termination of this Agreement, destroy all copies of the National Health Products Catalogue, including any back-up or archive copies;
(d) furnish a certificate signed by a duly authorised officer of the Licensee confirming compliance with this clause 9.3.
10. Assignment
The Licensee shall not assign any of the rights and obligations under this Agreement, without the express written consent of IPU Services.
11. Severability
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
12. Waiver
Failure by IPU Services to enforce at any time any of the provisions contained in the Agreement shall not be construed nor shall it be deemed to be a waiver of IPU Services’ rights under this Agreement or otherwise, nor shall it prejudice IPU Services’ rights to take subsequent action.

13. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Ireland and the Licensee agrees to submit to the exclusive jurisdiction of the Irish Courts.