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Elsevier
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Elsevier general terms and conditions of sale

Last updated: 15 January 2025

These Elsevier General Terms and Conditions of Sale in combination with the Elsevier Product Specific Terms and Conditions form an integral part of all contracts relating to Subscribed Products between a subscribing organization (“you” or “your”) and Elsevier B.V., or its affiliated companies (“we” or “us”), as reflected in an executed online Order Form. The General Terms and Conditions, the relevant Product Specific Terms and Conditions and the Order Form including if appliable a SOW, are jointly referred to below as “Agreement”.

1 Subscription

1.1 Subscribed products and professional services

We hereby grant to you the non-exclusive, non-transferable right to access and use the Subscribed Products, as identified in the Order Form, including any changes made thereto by us and provide the Subscribed Products to your Authorized Users subject to the terms and conditions of this Agreement. If agreed in a separate SOW, Elsevier will provide you with professional services as set out in such SOW.

1.2 Authorized uses

You may allow your Authorized Users to use the Subscribed Products, subject to any restrictions set out in this Agreement.

1.3 Restrictions on use of subscribed products

Except as expressly stated in this Agreement or otherwise permitted in writing by Elsevier, you and your Authorized Users may not:

  • deliver or otherwise make the Subscribed Products directly or indirectly available to anyone other than your Authorized Users;

  • copy, adapt, abridge, modify, enhance, otherwise change, merge (parts of) the Subscribed Products with other products and/or services, or create derivative works (including resulting from the use of artificial intelligence tools) of the Subscribed Products that would compete with the value or have the potential to substitute and/or replicate and/or reverse engineer any existing Elsevier products, services and/or solutions;

  • 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;

  • disassemble, decompile, unlock, reverse engineer or in any manner decode the Subscribed Products for any reason, except as expressly permitted by law without the possibility of contractual waiver, and then only to the extent required to achieve the interoperability of the Subscribed Products with other software; Reverse-engineering includes any attempt to re-create algorithms, methodologies, data schemas or functionality of the Subscribed Products into other software;

  • remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Subscribed Products; and

  • except for the SciBite Subscribed Products, use the Subscribed Products, or any data made available by us therein, in combination with an artificial intelligence tool (including to train an algorithm, test, process, analyze, generate output and/or develop any form of artificial intelligence tool). You are responsible for and will comply with all terms and conditions of any third party websites, databases, platforms and other applications and systems when using the Subscribed Products and only use the Subscribed Products in accordance with such terms and conditions.

1.4 Intellectual property ownership

You acknowledge that all right, title and interest in and to the Subscribed Products, including updates, as well as any metadata we have added, provided or enriched, will vest in us and our suppliers, except as expressly set forth in this Agreement, and that the unauthorized redistribution or dissemination of the Subscribed Products could materially and irreparably harm us and our suppliers. We acknowledge that, as between us and you, all right, title, interest and ownership in and to your system, applications and/or data contributed by you remain with you and your suppliers.

2 Elsevier performance obligations

2.1 Hosting

We will host the Subscribed Products, as set out in the Order Form, in our hosting environment, and make the Subscribed Products available to you and your Authorized Users online.

2.2 Software services

We will provide software services, consisting of maintenance services and support in accordance with our Service Level Agreement at https://www.elsevier.com/legal/elsevier-service-levels.

2.3 Data security

We will use reasonable efforts to preserve the security, integrity and accessibility of all information received from you during the Term of this Agreement or relevant SOW using administrative, technical and physical measures that conform to generally recognized industry standards and best practices based on the relevant data classification.

3 Your performance obligations

3.1 Authentication

Access to the Subscribed Products will be controlled by you.

3.2 Protection from unauthorized access and use

You will:

  • take appropriate measures to protect against the misuse or unauthorized access, whether by yourself or any third party, through or to (a) your 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 your Authorized Users and ensuring that your Authorized Users comply with the restrictions set forth in this Agreement; • issuing any passwords or credentials used to access the Subscribed Products only to your 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.

  • immediately deactivate any credentials when no longer needed or where access presents a security risk;

  • implement and maintain your 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 us or a third party, that there has been unauthorized use of the Subscribed Products or a security issue permitting unauthorized use, we 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, you must promptly notify us of the unauthorized use. You will cooperate with us 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, we may suspend the access and/or require that you suspend the access from where the unauthorized use occurred upon notice to you. You will not be liable for unauthorized use of the Subscribed Products by any Authorized Users provided that the unauthorized use did not result from your own negligence or willful misconduct and that you did not permit such unauthorized use to continue after having actual notice thereof. You will be responsible for the adherence to the terms and conditions of this Agreement by a third party provider you engage.

3.3 Your content and applications

You represent and warrant that our use of data and/or applications, products and/or services provided by you or your suppliers to us for the purposes as set forth in the Agreement or if applicable in the SOW, will not infringe the intellectual property rights of any third party. You also represent and warrant that data provided by you are not false, offensive, defamatory, threatening, obscene, or otherwise unlawful. You will indemnify, defend and hold us harmless 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 the use of such data infringes or violates the rights of such third party or that such data are false, offensive, defamatory, threatening, obscene, or otherwise unlawful. If any such action or claim is made, we will promptly notify and reasonably cooperate with you. This indemnity obligation will survive the termination of this Agreement. As between the parties, you agree that all content, data, or materials in whatever format derived or compiled by the use of the Subscribed Products, made available via, or loaded onto the Subscribed Products and/or any use of (third party) applications, products and/or services with the Subscribed Products, are your sole responsibility. You have the sole responsibility to independently determine whether you have adequate legal rights, including providing any required notices and obtaining any required consents, to make use of such content, data or materials, and to ensure that such content, data or materials and any proposed use thereof as well as any (third party) applications, products and/or services comply with all applicable laws, including but not limited to, rules of copyright, trademark, secrecy, defamation, decency, privacy, security and export laws. We do not claim any intellectual property rights to the content you submit.

3.4 Your content processing and aggregate data

Except for the SciBite Subscribed Products, you hereby grant us the right to: (a) use, reformat, display, modify and create derivative works of your content as necessary for purposes of providing the Subscribed Products; (b) disaggregate your content to create anonymous data sets that are aggregated with other anonymous content in a manner that cannot readily identify you or your Authorized Users; (c) collect, compile, synthesize, and analyze information and data on how the Subscribed Products are used by you and your Authorized Users; and (d) disclose to and share such information and data with third parties in an anonymous and aggregated form (“Aggregate Data”). In no event will any such Aggregate Data personally identify you and/or your Authorized Users. To the extent that any Aggregate Data is collected by us, we shall own all right, title and interest (including intellectual property rights) in such Aggregated Data.

4 Termination

Upon termination or expiration of this Agreement, all right to access and use the Subscribed Products and your right to provide the Subscribed Products to your Authorized Users, will cease and we will terminate or disable access to the Subscribed Products. All your data stored by us for the purpose of inclusion in the Subscribed Products will be deleted from our servers. Unless otherwise agreed with us in writing, you will be responsible for extracting any of your data from the Subscribed Products before the effective end date of the Agreement.

5 Our warranties and indemnities

5.1 Warranties

We warrant 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.

5.2 Indemnities

We will indemnify, defend and hold you and your Authorized Users harmless 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, you will promptly notify and reasonably cooperate with us. This indemnity obligation will survive the termination of this Agreement.

5.3 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 WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SUBSCRIBED PRODUCTS AND ANY OTHER DATA, DOCUMENTATION OR MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THIRD PARTY INFORMATION, APPLICATIONS, AND/OR PRODUCTS CONTAINED IN OR INFORMATION GENERATED THROUGH USE OF THE SUBSCRIBED PRODUCTS.

5.4 Limitation of liability

Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, in no event will we or our 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 our liability and that of our suppliers to you exceed a sum equal to the Fees paid by you hereunder during the twelve (12) month period immediately preceding the date on which the claim arose, even if we or any supplier have been advised of the possibility of such liability or damages.

5.5 Limitations of indemnification

We will have no obligation to indemnify to the extent that any alleged infringement relates to use of the Subscribed Products in combination with other data products, processes, materials and/or (third party) applications, products and/or services not provided by us or any modification of the Subscribed Products not made or authorized by us.

5.6 Remedies for third party injunction

If you are enjoined from using the Subscribed Products due to an infringement of a third party’s intellectual property right, or Elsevier believes an injunction may occur, we will have the option to either (a) modify the Subscribed Products to render it non-infringing while maintaining substantial equivalence, or (b) procure a license or subscription which permits you at no additional cost to continue to use the Subscribed Products, or (c) terminate this agreement for the Subscribed Products and refund to you a portion of the Fees paid for the Subscribed Products, prorated to the end of the then-current annual term.

6. GENERAL

6.1 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. For any EU subscribers, you 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 to perform its obligations will in no event constitute a Force Majeure.

6.2 Severability

The invalidity or unenforceability of any provision of this Agreement will not affect any other provisions of this Agreement.

6.3 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 your terms, written or oral, between the parties with respect to the subject matter contained herein.

6.4 Modification

No modification, amendment or waiver of any provision of this Agreement will be valid unless in writing and signed by the parties, except for changes reflecting substituted IP addresses, authentication mechanisms, invoicing and contact address details which may be confirmed by us in an email notice sent to you.

6.5 Assignment / Change of control

You will not assign, transfer or license any of your rights or obligations under this Agreement unless you obtain our prior written consent, which consent will not unreasonably be withheld. We may unilaterally terminate this Agreement if a third party acquires the majority of your ownership interest.

6.6 Privacy

To the extent that you or your Authorized Users provide any personal data to us during account registration or otherwise, the parties acknowledge and agree that such information will be processed by us in accordance with our privacy policy at https://www.elsevier.com/legal/privacy-policy and our Data Processing Addendum at https://www.elsevier.com/legal/data-processing-terms (“DPA”). You will comply with your obligations under the Data Protection Laws in providing any personal data to us. Terms used but not defined in this section shall have the meanings ascribed to them in the DPA.

6.7 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 in the Order Form or the electronic mail address you will have designated by notice.

6.8 Publicity

The parties agree that the other party may use its name and associated marks for purposes of client/contractor references, advertising or promotional campaigns. The parties agree that the other party may issue a press release or make a public announcement regarding this Agreement subject to the other party’s right to review and prior approval of the relevant portions of such release or announcement containing reference to its name or marks, which review and approval will not be unreasonably withheld or delayed.

6.9 Confidentiality

You and your employees, officers, directors and agents will maintain as confidential and not disclose to any non-affiliated third party without our prior written consent the financial terms and commercial conditions of this Agreement and other confidential information including but not limited to components, drawings, data, product plans, programs, (joint) research and development, scientific and technical information. We 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.

6.10 Compliance with laws

Each party will comply with all applicable laws and regulations relating to its duties and obligations under this Agreement. We reserve 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.

6.11 Execution

This Agreement and any amendment thereto may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective to the same extent as original signatures.

6.12 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. For any Australian subscribers:

6.13 Reformation and severability

In the event you are considered a “consumer” or a “small business” for the purposes of the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), in case any provision of this Agreement shall be invalid, illegal or unenforceable pursuant to such regulation, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.