No. 1-25105620211
CRM 18.0.5 7/25
ELSEVIER SUBSCRIPTION AGREEMENT
This agreement (“Agreement”) is entered into as of 5 January 2026 by and between Tallinna
Tehnikaülikool, Ehitajate Tee 5, Tallinn, 19086, Estonia (the “Subscriber”), and Elsevier B.V.,
Radarweg 29, 1043 NX Amsterdam, The Netherlands (“Elsevier”).
The parties hereto agree as follows:
SECTION 1. SUBSCRIPTION.
1.1 Subscribed Products.
Elsevier hereby grants to the Subscriber the non-exclusive, non-transferable right to access and use the
products and services identified in Schedule 1 (“Subscribed Products”) and provide the Subscribed
Products to its Authorized Users (as defined herein) subject to the terms and conditions of this Agreement.
1.2 Authorized Users/Sites.
Authorized Users are the full-time and part-time students, faculty, staff and researchers of the Subscriber
and individuals who are independent contractors or are employed by independent contractors of the
Subscriber affiliated with the Subscriber’s locations listed on Schedule 2 (the “Sites”) as well as
individuals using computers within the library facilities at the Sites permitted by the Subscriber to access
the Subscribed Products for purposes of personal research, education or other non-corporate use (“Walk-in
Users”).
1.3 Authorized Uses.
Each Authorized User may:
access, search, browse and view the Subscribed Products;
print, make electronic copies of and store for the exclusive use of such Authorized User
individual items from the Subscribed Products;
display or provide print or electronic copies of and post or transmit links to individual items
from the Subscribed Products for the Subscriber’s internal purposes;
display a reasonable number of individual graphs or tables from the Subscribed Products on
public websites, provided that each item will carry appropriate acknowledgement in the
following format: SciVal® database, Elsevier B.V., http://www.scival.com (downloaded on
[date]); and
provide print or electronic copies of individual items from SciVal® for purposes of grant
applications, conference proceedings, research papers, and scholarly publications and
presentations by or for the benefit of the Subscriber, provided that each copy will carry
appropriate acknowledgement in the following format: SciVal® database, Elsevier B.V.,
http://www.scival.com (downloaded on [date]).
1.4 Restrictions on Use of Subscribed Products.
Except as expressly stated in this Agreement or otherwise permitted in writing by Elsevier, the Subscriber
and its Authorized Users may not:
abridge, modify, translate or create any derivative work and/or service (including resulting
from the use of artificial intelligence tools), based on the Subscribed Products, except to the
extent necessary to make them perceptible on a computer screen to Authorized Users;
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remove, obscure or modify in any way any copyright notices, other notices or disclaimers as
they appear in the Subscribed Products;
use any robots, spiders, crawlers or other automated downloading programs, tools, or devices
to search, scrape, extract, deep link, index and/or disrupt the working of the Subscribed
Products;
use the Subscribed Products without Elsevier’s permission in writing in combination with an
artificial intelligence tool (including to ingest, train an algorithm, test, process, analyze, copy,
distribute, make publicly accessible, generate output and/or develop any form of artificial
intelligence tool);or
substantially or systematically reproduce, retain, store locally, redistribute or disseminate the
Subscribed Products (including any generated responses) or any part thereof, including any
derivative work and/or service (including resulting from the use of artificial intelligence tools).
Authorized Users who are individuals who are independent contractors or are employed by independent
contractors may use the Subscribed Products only for the purposes of the contracted research work for the
Subscriber.
1.5 Intellectual Property Ownership.
The Subscriber acknowledges that all right, title and interest in and to the Subscribed Products remain with
Elsevier and its suppliers, except as expressly set forth in this Agreement, and that the unauthorized
redistribution or dissemination online of the Subscribed Products could materially and irreparably harm
Elsevier and its suppliers.
SECTION 2. ELSEVIER PERFORMANCE OBLIGATIONS.
2.1 Access to Subscribed Products.
Elsevier will make the Subscribed Products accessible to the Subscriber and its Authorized Users from
the internet address set forth on Schedule 1 or as may be otherwise set forth herein, upon receipt by
Elsevier of this Agreement document in the territory of The Netherlands, as duly signed in twofold by
Subscriber, which acceptance shall be evidenced and timestamped by an authorised representative of
Elsevier in the Netherlands.
2.2 Quality of Service.
Elsevier will use reasonable efforts to provide the Subscribed Products with a quality of service
consistent with industry standards, specifically, to provide continuous service with an average of 98%
up-time per year, with the 2% down-time including scheduled maintenance and repairs performed at a
time to minimize inconvenience to the Subscriber and its Authorized Users, and to restore service as
soon as possible in the event of an interruption or suspension of service.
2.3 Withdrawal of Content.
Elsevier reserves the right to withdraw from the Subscribed Products content that it no longer retains the
right to provide or that it has reasonable grounds to believe is unlawful, harmful, false or infringing.
2.4 Usage Data Reports.
Elsevier will make usage data reports on the Subscriber’s usage activity available as described at
https://www.elsevier.com/librarian/usage-reports/. Such reports may be accessed by vendors or other
third parties retained by the Subscriber only with the express written permission of Elsevier and for the
purpose of usage analysis of the Subscriber.
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SECTION 3. SUBSCRIBER PERFORMANCE OBLIGATIONS.
3.1 Authentication.
Access to the Subscribed Products will be authenticated by the use of Internet Protocol (“IP”)
address(es) and/or usernames and passwords and/or a delegated authentication mechanism requiring at
least two different credentials, as identified on Schedule 2. Access to the Subscribed Products by
Authorized Users who are Walk-in Users is permitted provided that access is provided solely by the
Subscriber and limited to library Sites only. The distribution of usernames/passwords, access
credentials or otherwise by Walk-in Users is not permitted.
3.2 Protection from Unauthorized Access and Use.
The Subscriber will:
take appropriate measures to protect against the misuse or unauthorized access, whether by the
Subscriber or any third party, through or to (a) the Subscriber’s credentials used to access the
Subscribed Products; and (b) the Subscribed Products and/or information derived therefrom;
manage identification, use, access and control of all credentials used to access the Subscribed
Products in an appropriately secure manner, including, but not limited to, by:
• limiting access to and use of the Subscribed Products to Authorized Users and notifying
all Authorized Users of the usage restrictions set forth in this Agreement and that they
must comply with such restrictions;
• issuing any passwords or credentials used to access the Subscribed Products only to
Authorized Users, not divulging any passwords or credentials to any third party, and
notifying all Authorized Users not to divulge any passwords or credentials to any third
party; and
• providing true, complete and accurate IP addresses, as identified on Schedule 2, (if any)
for the exclusive use by the Subscriber (including, if requested by Elsevier, written
confirmation by the relevant third party internet service provider) and proactively
informing Elsevier of any changes to the Subscriber IP addresses, including the addresses
no longer being used exclusively by the Subscriber.
immediately deactivate any credentials when no longer needed or where access presents a
security risk;
implement and maintain its own appropriate program for credentials management and ensure
access to the Subscribed Products via such credentials is reviewed on an appropriate basis; and
promptly upon discovering itself, or being notified by Elsevier or a third party, that there has
been unauthorized use of the Subscribed Products or a security issue permitting unauthorized
use, Subscriber will take appropriate steps to end such activity and to prevent any recurrence,
including, but not limited to, implementing required updates and configuration where needed to
rectify the issue. When notified by a third party or upon discovering the unauthorized use
directly, Subscriber must promptly notify Elsevier of the unauthorized use. Subscriber will
cooperate with Elsevier and share information, subject to any applicable confidentiality or
nondisclosure obligations, concerning the unauthorized use or security issue.
In the event of any unauthorized use of the Subscribed Products, Elsevier may suspend the access
and/or require that the Subscriber suspend the access from where the unauthorized use occurred upon
notice to the Subscriber. The Subscriber will not be liable for unauthorized use of the Subscribed
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Products by any Authorized Users provided that the unauthorized use did not result from the
Subscriber’s own negligence or willful misconduct and that the Subscriber did not permit such
unauthorized use to continue after having actual notice thereof. The Subscriber will be responsible for
the adherence to the terms and conditions of this Agreement by a third party provider the Subscriber
engages, in particular, if such third party provider supplies and manages IP addresses.
3.3 Security Requirements.
The Subscriber agrees that the Subscriber will have in place documented policies and procedures,
which will be reviewed by the Subscriber periodically, and if appropriate, tested and updated, covering
the administrative, physical and technical safeguards in place and relevant to the access, use, loss,
alteration, disclosure, storage, destruction and control of information. The Subscriber will promptly
notify Elsevier if it determines that there has been a failure of such safeguards if such failure results in a
compromise of the confidentiality or security of any Elsevier Content provided hereunder and
cooperate with Elsevier’s reasonable requests surrounding such failure, including taking appropriate
steps to end such activity and to prevent any recurrence. For the purpose of this Section 3.3, “Elsevier
Content” means any material or information which Elsevier provides or makes available to the
Subscriber in connection with the Subscribed Products and performance of this Agreement.
SECTION 4. FEES AND PAYMENT TERMS.
The Subscriber will pay the fees set forth in Schedule 1 (the “Fees”) within thirty (30) days of date of
invoice for the Fees due for first year of the Term and, thereafter, within thirty (30) days of date of the
invoice for the Fees due for the then current year of the Term.. Late payments will be subject to interest
charges of 1% per month on the unpaid balance. In addition to other remedies provided in this
Agreement, Elsevier reserves the right to suspend access to the Subscribed Products upon thirty (30)
days’ prior written notice and without incurring liability if 1) the full amount of any Elsevier invoice
hereunder has not been paid within the agreed payment deadline or 2) any invoice is outstanding under
previous subscription agreements between parties for the Subscribed Products. The suspension of the
Subscriber’s access for non-payment or on any other grounds provided herein is without prejudice to the
Subscriber’s obligation to pay its outstanding and future invoice amounts in full. Elsevier and the
Subscriber acknowledge that the Fees payable under this Agreement are not in the nature of royalties and
consequently no withholding tax should be applied to the Fees. The Fees will be exclusive of any sales,
use, value added, withholding or similar tax and the Subscriber will be liable for any such taxes in
addition to the Fees. Any sum to be paid by the Subscriber to Elsevier under this Agreement will be paid
by way of transfer to Elsevier's bank account in the Netherlands. The currency of account and the
currency of payment for any sum to be paid by the Subscriber to Elsevier under this Agreement will be
EUR (meaning the lawful currency of the European part of the Netherlands at the effective date of this
Agreement), notwithstanding any changes in Euro zone membership that might occur after the effective
date of this Agreement, except in the event that (a) the Netherlands cease to be a member of the Euro
zone of the European Union or (b) all participating members of the Euro zone cease to do so and the Euro
ceases to exist, in which event the sum will become payable in the currency that will be officially adopted
as the legal currency in the Netherlands. The Subscriber waives any right it may have at any time in any
jurisdiction to pay any sum under this Agreement in a currency unit other than that in which it is
expressed to be payable under this clause. The Subscriber will be charged local value added tax (VAT),
based on the Subscriber’s place of establishment, unless the Subscriber is a foreign relevant business
person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify
Elsevier of any changes to its VAT Identification Number or VAT status. Elsevier may charge the
Subscriber any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of
incorrect VAT information.
SECTION 5. DURATION.
5.1 Term.
The term of this Agreement will commence on 01 February 2026 and continue through and including
31 January 2029 (“Initial Term”).
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5.2 Renewal.
After the Initial Term, this Agreement may be renewed upon mutual agreement of the parties in writing
for an additional one-year term(s) (a “Renewal Term”), and the Fees will be increased by the then
current standard Elsevier price increase. The Subscriber must give written notice to Elsevier no later
than ninety (90) days prior to the end of the then current Term of its intention to renew or to not renew.
The Initial Term and each Renewal Term are collectively the “Term.”
SECTION 6. ELSEVIER WARRANTIES AND INDEMNITIES.
6.1 Warranties.
Elsevier warrants that use of the Subscribed Products in accordance with the terms and conditions
herein will not infringe the intellectual property rights of any third party.
6.2 Indemnities.
Elsevier will indemnify, defend and hold harmless the Subscriber and its Authorized Users from and
against any loss, damage, costs, liability and expenses (including reasonable attorneys’ fees) arising
from or out of any third-party action or claim that use of the Subscribed Products in accordance with the
terms and conditions herein infringes the intellectual property rights of such third party. If any such
action or claim is made, the Subscriber will promptly notify and reasonably cooperate with Elsevier.
This indemnity obligation will survive the termination of this Agreement.
6.3 Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIBED PRODUCTS ARE
PROVIDED “AS IS” AND ELSEVIER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL
WARRANTIES AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
WITH REGARD TO THE SUBSCRIBED PRODUCTS, THE USE OF ANY FORM OF ARTIFICIAL
INTELLIGENCE, AND ANY OTHER DATA, DOCUMENTATION, TECHNOLOGY OR
MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED
THEREIN, AND ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
6.4 Limitation of Liability.
Except for the express warranties and indemnities stated herein and to the extent permitted by
applicable law, in no event will Elsevier or its suppliers be liable for any indirect, incidental, special,
consequential or punitive damages including, but not limited to, loss of data, business interruption or
loss of profits, arising out of or in connection with this Agreement, nor will the liability of Elsevier and
its suppliers to the Subscriber exceed a sum equal to the Fees paid by the Subscriber hereunder during
the twelve (12) month period immediately preceding the date on which the claim arose, even if Elsevier
or any supplier has been advised of the possibility of such liability or damages.
SECTION 7. GENERAL.
7.1 Force Majeure.
Neither party’s delay or failure to perform any provision of this Agreement (other than payment
obligations) as a result of circumstances beyond its control (including, but not limited to, war, strikes,
fires, floods, power failures, telecommunications or Internet failures or damage to or destruction of any
network facilities or servers) that prevents it from fulfilling its obligations under this Agreement (any
such circumstances being “Force Majeure”) will be deemed a breach of this Agreement. The parties
agree that the departure of one or more members of the Euro zone will not, in and of itself, be a
“circumstance beyond its control” and will not have the effect of discharging or excusing performance
of (any obligation under) this Agreement. Notwithstanding the foregoing, a party’s financial inability
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to perform its obligations will in no event constitute a Force Majeure.
7.2 Severability.
The invalidity or unenforceability of any provision of this Agreement will not affect any other
provisions of this Agreement.
7.3 Entire Agreement.
This Agreement contains the entire understanding and agreement of the parties and replaces and
supersedes any and all prior and contemporaneous agreements, communications, proposals and
purchase orders or Subscriber terms, written or oral, between the parties with respect to the subject
matter contained herein.
7.4 Modification.
Any modification, amendment or waiver of any provision of this Agreement will be effective only if
made in writing and executed in accordance with the provisions of Section 7.10, except for changes
reflecting substituted titles, IP addresses, authentication mechanisms, invoicing and contact address
details which may be confirmed by Elsevier in an email notice sent to the Subscriber.
7.5 Assignment.
The Subscriber will not assign, transfer or license any of its rights or obligations in whole or in part
under this Agreement unless it obtains the prior written consent of Elsevier, which consent will not
unreasonably be withheld.
7.6 Privacy
To the extent that the Subscriber or its Authorized Users provide any personal data to Elsevier during
account registration or otherwise, the parties acknowledge and agree that such information will be
processed by Elsevier in accordance with the Elsevier privacy policy at
https://www.elsevier.com/legal/privacy-policy and the Elsevier Data Processing Addendum at
https://www.elsevier.com/legal/data-processing-terms (“DPA”). The parties acknowledge and agree
that each party acts as an independent controller of any personal data shared or otherwise processed
under this Agreement and has complied and will comply with its obligations under the Data Protection
Laws. Terms used but not defined in this section shall have the meanings ascribed to them in the DPA.
7.7 Notices.
All notices given pursuant to this Agreement will be in writing and delivered to the party to whom such
notice is directed at the address specified below or the electronic mail address as such party will have
designated by notice hereunder.
If to Elsevier: Elsevier B.V., Radarweg 29, 1043 NX Amsterdam, The Netherlands.
If to the Subscriber: Tallinna Tehnikaülikool, Ehitajate Tee 5, Tallinn, 19086, Estonia.
7.8 Confidentiality.
The Subscriber and its employees, officers, directors and agents will maintain as confidential and not
disclose to any non-affiliated third party without Elsevier’s prior written consent the financial terms and
commercial conditions of this Agreement. Elsevier may only disclose such information (i) to
applicable service providers to the extent necessary to perform their functions in support of this
Agreement and (ii) where reasonably necessary to address security, safety, fraud or other legal issues.
7.9 Compliance with Laws.
Each party will comply with all applicable laws and regulations relating to its duties and obligations
under this Agreement. Elsevier reserves the right to deny access to the Subscribed Products to any
person or entity who is prohibited from receiving such access based on any applicable export control
and trade sanctions laws or embargo programs.
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7.10 Execution.
This Agreement and any amendment thereto may be executed in counterparts, and signatures
exchanged by electronic means, including confirmation of acceptance by email.
7.11 Governing Law and Venue.
This Agreement will be governed by and construed in accordance with the laws of The Netherlands,
without regard to conflict of law principles, and the parties irrevocably consent to the exclusive
jurisdiction of the courts of The Netherlands with respect to any action or suit arising out of or
pertaining to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly
authorized representatives as of the date first above written.
TALLINNA TEHNIKAÜLIKOOL
(Subscriber)
_______________________________
Name: Jarek Kurnitski, Professor
Title: Vice-Rector for Research
ELSEVIER B.V.
(Elsevier)
Thong Digitally signed
by Thong Li Lim
Li Lim Date: 2026.01.06
08:12:14 +01'00'
_______________________________
Name: Thong Li Lim
Title: Vice President, Account Support & Tender Management
No. 1-25105620211
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ELSEVIER SUBSCRIPTION AGREEMENT
Schedule 1
Subscribed Products/Access/Fees
TALLINNA TEHNIKAÜLIKOOL
No. 1-25105620211
Subscribed Products – Access 01/02/ 2026 - 01/02/2027 - 01/02/2028 -
publisher 31/01/2027 31/01/2028 31/01/2029
EUR EUR EUR
SciVal®– Elsevier B.V. scival.com
-SciVal Core Research €36,342.67 €37,432.95 €38,555.93
TOTAL FEES €36,342.67 €37,432.95 €38,555.93
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ELSEVIER SUBSCRIPTION AGREEMENT
Schedule 2
Sites/Authentication/Contacts
Subscriber: Tallinna Tehnikaülikool
Sites: #Relev. Auth. Users: Authentication:
Ehitajate Tee 5, Tallinn, 9,999 193.40.13.80-193.40.13.95
19086, Estonia 193.40.102.0-193.40.102.255
193.40.160.128-193.40.160.191
193.40.164.0-193.40.164.15
193.40.231.0-193.40.231.255
193.40.240.0-193.40.255.255
213.168.15.120-213.168.15.127
213.180.31.112-213.180.31.127
2001:bb8:4002::0/48
2001:bb8:4006::0/48
2001:bb8:4016::0/48
Estimated total number of relevant Authorized Users for SciVal: 9,999
For the avoidance of doubt, other institutions and organizations that reside or do business at the above
locations (including without limitation companies that are owned wholly or in part by, or affiliated with,
the Subscriber) are not Sites, unless expressly stated above.
The Subscriber will promptly notify Elsevier of any material changes in the number of relevant
Authorized Users, which changes may result in Elsevier terminating the Agreement at the end of the
year for which the Fees were paid unless the parties are able to agree to appropriate fee adjustments for
any subsequent years of the Term, and may add, withdraw or substitute authentication mechanisms
upon mutual agreement of the parties in writing.
Primary Contact
Name: Kai Kalvik
Title: Chief Specialist of Collections Development
Name/Address (if different from Section 7.7): Tallinna Tehnikaülikool, Library - Akadeemia tee 1,
Tallinn, 12616, Estonia
E-mail:
[email protected]
Phone: +372 6203567
Billing Contact
Name: Kai Kalvik
Title: Chief Specialist of Collections Development
Name/Address (if different from Section 7.7):
E-mail:
[email protected]
Phone: +372 620 3567
The Subscriber will promptly notify Elsevier of any changes to any of the contact information above.
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