5. Licence and Usage Rights

• The Licensee agrees and undertakes to use the IPU NHPC solely in accordance with the Agreement.
• Unless stated otherwise in the Schedule, the Licensee agrees:
  • to allow the contents and information contained in the IPU NHPC to be accessed and used only by appropriate and authorised personnel;
  • to use the most current version of the IPU NHPC by uploading all updates supplied by IPU Services promptly after receiving them; and
  • not to reproduce, copy, edit, publish, transmit, modify, distribute, translate, adapt, re-arrange, licence, sell or alter the IPU NHPC, or part thereof, in any way or integrate it into or incorporate it with, any other materials or works or pass it (or any part of it) to a third party, whether for a fee or otherwise.
• If the Licensee has been granted a right under the Agreement to re-sell the use of the IPU NHPC:
  • the persons to whom the Licensee has re-sold the use of the IPU NHPC to (the “Reseller’s Customers”) shall be charged by IPU Services as if the Reseller’s Customer was an employee of the Licensee;
  • the Licensee shall inform the Reseller’s Customers of the terms and conditions set out in the Agreement;
  • the Licensee shall ensure that the Reseller’s Customers are bound by terms equal to those contained in the Agreement;
  • the Licensee shall ensure that the Reseller’s Customers only use the IPU NHPC for the purposes described in the Schedule;
  • the Licensee shall ensure that the contents and information contained in the IPU NHPC are accessed and used only by appropriate and authorised personnel;
  • the Licensee shall ensure that the most current version of the IPU NHPC is provided to the Reseller’s Customers;
  • the Licensee shall inform IPU Services of the names and addresses of all of the Reseller’s Customers within thirty days of the Licensee providing access to the IPU NHPC to the relevant customer.
  • the Licensee shall inform IPU Services of:

• Save for circumstances where IPU Services grants an express right for the Licensee to resell the IPU NHPC, IPU Services grants to the Licensee a limited, non-exclusive, non sublicensable, not-transferable licence to use the IPU NHPC internally and solely for its own direct benefit as specified in the
• The Licensee shall not directly or indirectly reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form all or any part of the IPU NHPC.

6. Intellectual Property

• 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 IPU NHPC as an original intellectual Accordingly, it is acknowledged that IPU Services owns all intellectual property in the selection and arrangement of the IPU NHPC, including all copyright, database rights and any other sui generis rights that may subsist in the IPU NHPC, 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 NHPC.
• In addition to IPU Services’ intellectual property rights specified in clause 6.1 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 IPU NHPC. Accordingly, IPU Services owns copyright in the contents of the IPU NHPC to the extent that it is not the copyright of any third-party suppliers.
• Notwithstanding the provisions of the above clauses 6.1 and 6.2, and irrespective of whether or not copyright or any other intellectual property right in the IPU NHPC is owned by IPU Services, the Licensee shall not (save where expressly permitted in the Agreement) extract or re-utilise the contents of the IPU NHPC (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 IPU NHPC.

• The inclusion of any product or service in the IPU NHPC does not constitute an endorsement or recommendation by IPU Services of the relevant product or service. The Licensee, together with all users of the IPU NHPC, should exercise their own judgment when selecting products.
• In the event of an allegation that the IPU NHPC breaches a third party’s intellectual property rights, IPU Services may procure the right for the Licensee to continue using the IPU NHPC, amend or replace the IPU NHPC so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Agreement on two days’ notice to the Licensee without liability.

7. Confidentiality and Data Protection

• A party (receiving party) shall keep in strict confidence all technical or commercial information, know-how, specifications, inventions, processes or initiatives which are of a confidential nature, together with any pricing information, that have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purposes provided for in the Agreement
• To the extent that either party receives or provides personal data pursuant to the Agreement, the parties agree that they will comply with the data protection laws applicable to the provision or receipt of such personal data.

8. Warranties and Disclaimers

• The IPU NHPC is provided to the Licensee for information purposes only. While IPU Services uses all reasonable endeavours to ensure accuracy of the IPU NHPC, it takes no responsibility whatsoever for the accuracy of the contents of, or information contained in, the IPU NHPC, 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 IPU NHPC.
• IPU Services does not warrant that the IPU NHPC will be free from viruses. However, IPU Services shall endeavour to identify and deal with any commonly known viruses prior to delivery of the IPU NHPC.
• IPU Services does not make any representation that the contents and information contained in the IPU NHPC 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.
• The IPU NHPC and related materials are provided on an “as-is” basis. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

9.  Liability and Indemnity

• To the fullest extend permissible by law, IPU Services shall not be liable for any direct, indirect or consequential loss or damage sustained by the Licensee or any Reseller’s Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising from or relating to the use by the Licensee or any Reseller’s Customer of the IPU NHPC or otherwise arising from or relating to the matters provided for in the Agreement.
• Without prejudice to the generality of Clause 9.1, IPU Services shall have no liability to the Licensee as a result of any of the following circumstances: the improper use, operation or neglect of the IPU NHPC; the modification of the IPU NHPC or its merger (in whole or in part) with any software or data; the use of the IPU NHPC other than on any recommended equipment; the failure by the Licensee to implement recommendations in respect of or solutions to faults previously advised by IPU Services; any breach by the Licensee of any of its obligations under any maintenance agreement in respect of any recommended equipment; or the use of the IPU NHPC for a purpose for which it was not Without prejudice to the foregoing, IPU Services does not warrant that the use of the IPU NHPC will meet the Licensee’s requirements, or that the operation of the IPU NHPC will be uninterrupted or error-free. IPU Services does not warrant the accuracy or completeness of the data contained in the IPU NHPC. Subject to the foregoing, all conditions, warranties, terms, and undertakings express or implied statutory or otherwise in respect of the IPU NHPC are hereby excluded to the greatest extent permissible by applicable law.
• The Licensee agrees to indemnify and hold harmless IPU Services in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by IPU Services as a result of or in connection with any claim brought by a third party arising out of or in connection with the use by the Licensee or any Reseller’s Customer of the IPU NHPC or otherwise arising from or relating to the matters provided for in the Agreement.
• Users who intend to establish a hyperlink between their website and that of IPU Services should take into account the following:
  • The establishment of the hyperlink does not imply in any case the existence of a relationship between IPU Services and the owner of the website and no wording shall be used that implies any such relationship.
  • The website on which the hyperlink is established may not contain any brand, name, logo, slogan, or other distinctive signs belonging to IPU Services, except for those signs that are part of the hyperlink itself.
  • The website on which the hyperlink is established shall not contain information with illegal content, content that is contrary to generally accepted morality and good customs and public order, nor shall it contain any information that, in the reasonable opinion of IPU Services, may damage or impair the reputation of IPU Services if a user was to understand that there was a relationship between IPU Services and the website owner.

10. Termination

• The Agreement may be terminated by either party for any reason or none after giving the other party ninety days’ written notice.

• The Agreement may be terminated immediately by either party by notice in writing from the party not at fault if any of the following events shall occur:
  • if the other party commits any breach of the 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;
  • if the other party commits a breach of the Agreement that is not capable of being remedied (in the reasonable opinion of the non-breaching party);
  • 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.
• In the event of termination of the Agreement (for whatever reason, including its expiry), the Licensee shall:
  • immediately cease all use of the IPU NHPC;
  • destroy, within seven days of the date of termination of the Agreement, all copies of the IPU NHPC, including any back-up or archive copies;

• if the Licensee has re-sold the IPU NHPC, ensure that all of the Reseller’s Customers immediately cease all use of the IPU NHPC and that the Reseller’s Customers, within seven days of the date of termination of the Agreement, destroy all copies of the IPU NHPC, including any back-up or archive copies;
• furnish a certificate signed by a duly authorised officer of the Licensee confirming compliance with this clause 10.3.

11. Miscellaneous Provisions

• Assignment: The Licensee shall not assign any of the rights and obligations under the Agreement, without the express written consent of IPU Services.
• Severability: If any provision of the 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.
• 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 the Agreement or otherwise, nor shall it prejudice IPU Services’ rights to take subsequent action.
• Governing Law and Jurisdiction: The 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.
• Compliance with Applicable Laws / Anti-Corruption: Neither IPU Services nor the Licensee shall violate any law or regulation directly applicable to the matters provided for in the Each party agrees that it will at all times during the course of performing its obligations under the Agreement comply with the requirements of all applicable anti-bribery and anti-corruption laws and regulations.
• Force Majeure: Except for the Licensee’s payment obligations, each party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control.