License agreement

License terms and conditions Embion EMS

Version 25 November 2025

 

Consider:

  1. The Customer has requested Embion to grant a license for Software to operate a product marketed by Embion known as the Embion EMS controller (until March 1, 2025: SolarGateway), hereinafter referred to as the Product. Embion is the owner and rights holder of the Software.

  2. Embion is willing to grant this License to the Customer by entering into a license agreement with the following terms and conditions.

 

1. Subject of the Agreement

 

1.1 In this License Agreement, the following terms are used with the following meanings, unless explicitly stated otherwise:

Embion: this refers to Embion B.V., located in Tilburg at Kalundborg 10 (5026 SE), registered in the Trade Register under number 82594201 and accessible via info@embion.nl and telephone +31 (0)85 0435861

Customer: Purchaser of the Product and/or recipient of the license;

Installer: a recognized professional party responsible for installing the Product and activating the Software at a Customer's premises. An Installer may also be a Customer;

Order: written confirmation of delivery of Products by Embion;

Parties: Customer and Embion jointly;

Product: this refers to the Embion EMS controller;

License: Embion's permission to use certain functionality(s) of the Software without acquiring ownership rights;

License Fee: the fee agreed upon between Embion and the Customer for the use of the License;

License Voucher: a financial credit worth a specific amount in euros that will be redeemed exclusively for (partial) payment of the License Fee;

Written: on paper or by email or a comparable medium;

Software:  all software developed by or for Embion intended for use with the Product, such as the software on which the Product runs, the digital environment through which an end user can access the Product, and applications used in the installation of the Product and the License. This includes both back-end and front-end software;

Acceptance: The Customer confirms that it has read and agrees to Embion's license terms and agrees to the License Fee;

1.2 Embion hereby grants the Customer, who accepts this grant, a License to use the Software from the moment the Product is installed by the Customer. The License concerns a temporary, non-exclusive right to use the Software and is granted in exchange for a periodic fee. Therefore, the License Agreement pertains solely to this limited right of use. Under no circumstances are intellectual property rights or other proprietary rights to the Software transferred to the Customer.

1.3 The Product is not included in this License Agreement. A separate purchase agreement has been or is being concluded for the Product, which is inextricably linked to this License Agreement.

1.4 The License includes receiving new releases of the Software.

1.5 During the term of the License Agreement, the Parties may agree in writing that this License Agreement will apply to a Product with a different ID number, for example, in the event of replacement of a defective Product. It is also possible for multiple Products to be covered by a License Agreement. The Customer will owe Embion a License Fee for each individual Product.

1.6 In return, the Customer pays a License Fee (see Article 5).

1.7 This License Agreement is subject to Embion's general terms and conditions.

 

2. Place of Delivery

 

2.1 The License and the Software will be delivered digitally. The Customer will have a certified Installer install the Product and subsequently the Software in accordance with the accompanying documentation. Embion is never responsible for the installation. Embion works with a network of certified Installers and therefore recommends having one of these Installers perform the installation.

2.2 After the Product is activated and the Customer requests a License under Acceptance of the terms of this License Agreement, Embion will deliver it.

 

3. Acceptance, Right of Use, and Liability for the Software

 

3.1 If the Product has been delivered to the Customer, the date on which the Product is activated will be considered the date of Acceptance. The right of use transfers to the Customer upon Acceptance and payment of the License Fee.

3.2 Embion will endeavor to keep the Software available and operational for the Customer 24/7. However, Embion cannot guarantee that the Licensed Software will function flawlessly at all times, but will attempt to correct any errors found as soon as possible. The Customer acknowledges that errors may occur when using the Software, including those resulting from local environmental factors, incomplete data, incorrect configurations, or incorrect interpretations. Therefore, the Customer uses the Software at their own expense and risk.

3.3 Embion accepts no liability for claims for damages arising from or related to, among other things (but not limited to): disruptions to internet connections or IT infrastructure, malfunctioning of third-party equipment, installation errors, incorrect settings, power supply problems, incorrect or delayed actions due to third-party APIs, or the failure to update products and services provided by the Installer in a timely manner. Embion is not responsible for checking the Customer's electrical diagrams, connections, or technical parameters, nor for monitoring the operation of their installation. Emion also accepts no liability for claims for damages arising from or related to data obtained through the Product or Software, including (but not limited to) incorrect or inability to interpret data, incorrect or inability to process data, reduced data accuracy, or data loss.

3.4 Embion always performs agreements based on a best efforts obligation and not on a results obligation.

3.5 The provisions regarding liability and warranties contained in this article apply without prejudice to the limitations and exclusions of liability as contained in Embion's General Terms and Conditions. In the event of any conflict, the provision that most limits Embion's liability shall prevail, to the extent legally permitted.



4. Duration of agreement

 

4.1 The License Agreement is entered into for a period of two years, unless the parties agree otherwise in writing. The License Agreement commences on the date of Acceptance as described in 3.1.

4.2 The parties are entitled to terminate the License Agreement in writing at the end of the term referred to in paragraph 1, subject to three months' notice. Parties may not terminate the License Agreement prematurely, except in the cases provided for in this agreement.

4.3 After the period referred to in paragraph 1, the License Agreement will be tacitly renewed for one year, with the then-current standard license terms and conditions applying.

4.4 After the renewal referred to in 4.3, the Customer is entitled to a one-time free upgrade of the Product, to the extent technically necessary according to Embion. Embion will deliver this Product to the Customer at that time. The Product will be provided with the Software. The installation of the Product is the responsibility of the Customer and must also be arranged and paid for by the Customer.

4.5 After providing a In the case of a new Product, the License Agreement will apply exclusively to the new Product, and the old Product will no longer be supported. In that case, the Parties shall apply Article 1.5.

4.6 A party may also terminate the License Agreement, in whole or in part, with immediate effect, without incurring any obligation to compensate that party for any damages, if one of the following circumstances occurs:

  1. The other party's bankruptcy is filed for;

  2. The other party is declared bankrupt;

  3. The other party is granted a suspension of payments (whether provisional or not);

  4. The other party's business is terminated or transferred, in whole or in part, to a third party;

  5. The Customer fails to comply with one or more provisions of the License Agreement and/or one or more provisions of any related agreements.

4.7 The License Agreement shall otherwise only terminate if both Parties agree in writing to terminate the License Agreement.

 

5. Prices

 

5.1 The License Fee depends on the maximum contracted capacity of the Customer's Installation and the desired Software functionality upon Acceptance. The License Fee covers all Software to be made available by Embion under the License Agreement. In addition to this License Fee, the Customer may purchase additional software options for which Embion will also charge a fee and which are also covered by this License Agreement.

5.2 Subject to Section 1, the Customer will, upon activation of the Product, immediately inform Embion via the Software of the maximum contracted capacity of the installation and the desired Software functionality, which determines the License type.

After activating the Product, the Customer has a 14-day trial period to test the Software's functionality and adjust it if necessary. After the trial period, Embion will contact the Customer to confirm all information required for the License Agreement. Embion will then send the License Agreement to the Customer for written approval. The invoice for the License Fee will also be sent along with the License Agreement.

5.3 The License Fee, as determined in accordance with Section 5.2, cannot be adjusted downwards during the term of the License Agreement. The License Fee will be increased when the Customer uses more functionality of the Software and/or increases the contracted capacity of the installation.

5.4 To the extent Embion is obligated to charge VAT, the amounts stated in this agreement will be increased by the VAT percentage applicable at the time the service is provided. All prices and rates are always stated in euros.

5.5 Embion may index the License Fee annually, in accordance with Embion's general terms and conditions.

 

6. Payment


6.1 The agreed License Fee will be charged to the Customer in full and in a single installment after the trial period referred to in Article 5.2 has expired. Payment is always made in advance, unless the parties have agreed otherwise in writing.

6.2 Embion will send invoices to the Customer stating the activation date, License type, ID number of the Product on which the Software is installed, the location of the Product, and other information provided to the Customer in writing.

6.3 The Customer will pay Embion the amounts owed under the License Agreement upon receipt of the relevant invoice and within the specified payment term. Embion will deduct the Customer's outstanding License Voucher from the License Fee payable.

6.4 If the Customer fails to pay the relevant invoice without valid reason after the expiry of the term referred to in Article 6.3, they are automatically in default of the payment referred to in Article 6.3. 3.7 of the General Terms and Conditions, the fees specified in the General Terms and Conditions are owed to Embion.

6.5 In the event of non-payment, after notice of default and the expiry of a reasonable period, Embion is entitled to suspend access to online services, software updates, and data logging, resulting in the voiding of warranties. Embion will ensure that the basic security and essential operating functions of the Product are maintained, to the extent technically possible and legally permitted. Any restart costs for the Software after the Customer has fulfilled its payment obligations will be charged by Embion to the Customer on a post-calculation basis.

 

7. Terms of Use

 

7.1 The Customer is permitted to use, display, execute, or store the Software, insofar as this is consistent with the intended use of the Software.

7.2 The Customer is not permitted to:

  1. Grant the License and Software to third parties or use it for third parties;

  2. Modify or adapt the Software;

  3. To reconstruct the source code of the Software. If the Customer requires information about the Software (and its architecture), they will submit a written, reasoned request to Embion for the necessary information;

  4. To infringe any copyrights, trademarks, trade names, and/or other forms of Intellectual Property relating to the License, Software, and the Product.

7.3 Embion may, upon request and after prior notice, verify whether the Customer is using the Software in accordance with the License Agreement and related agreements, terms, and documentation. In the event of a breach of its obligations, the Customer will reimburse Embion for the costs of such an audit and will immediately cease the breach. The Customer is responsible for any demonstrable damage caused to Embion by a breach.

7.4 Embion regularly releases new releases of the Software with new and/or improved functionalities. The Customer will be notified in writing when a new release is available. The Customer may test this release for four weeks without obligation, provided that any bugs or other problems are immediately reported to Embion. After this test phase, Embion will also automatically install the new release remotely, unless the Parties have agreed otherwise in writing. Embion is not responsible for any complications or damage incurred by the Customer during the test phase. After a new release of the Software, Embion will no longer support previous releases and cannot be held liable for any negative consequences thereof.

 

8. Transfer of rights and obligations


8.1 Neither party is authorized to transfer the rights and obligations under this License Agreement to a third party without the other party's written consent. This consent will not be withheld without reasonable grounds; however, the granting party is entitled to impose conditions on the granting of this consent.

8.2 Embion is authorized to utilize the services of third parties in the performance of this License Agreement, either through subcontracting or temporary hiring of personnel. This authorization does not affect Embion's responsibility and liability for fulfilling the obligations arising from this License Agreement, nor for the obligations imposed on Embion under tax and social security legislation.

8.3 Except as provided in Article 8.1, the License is non-transferable. Furthermore, the License is personal and non-sublicensable.

 

9. IP Rights

 

9.1 The intellectual property rights relating to the Software and documents provided under the License Agreement are held by Embion. Except with Embion's written permission, the Customer shall not infringe these rights. This prohibition applies broadly, meaning the Customer may not use, process, or share the Software or information in violation of Embion's IP rights, nor reproduce, modify, or reverse engineer the Software. The Customer may also not remove or override any security measures or usage restrictions.

9.2 All data collected by the Product and/or the Software may be used by Embion for analysis purposes. The Customer grants Embion a non-exclusive, irrevocable, and unlimited right to (i) process the data for the provision of services to the Customer and (ii) anonymize and use it for analysis, product improvements, and statistical purposes. When sharing data with third parties, Embion will only use anonymized and/or aggregated data. In this regard, Embion will act in accordance with its Privacy Statement.

9.3 Embion indemnifies the Customer in legal proceedings initiated against the Customer by third parties against claims that the use of the Software infringes the intellectual property rights belonging to that third party, unless:

  1. Customer has not immediately informed Embion in Writing of the aforementioned claim;

  2. The claim arises from the fact that Customer has modified and/or had the Software modified by third parties;

  3. The claim arises from Customer's improper use of the Software;

9.4 The indemnity referred to in Article 9.3 applies only if the Customer initially involves Embion in the handling of the third-party claim and, in consultation with Embion, determines the steps to be taken and provides all necessary cooperation to Embion and/or third parties engaged by it.

9.5 Customer hereby agrees that the outcome of a third-party claim may require Embion to modify the Software or to immediately terminate the License Agreement. In the latter case, Embion will refund any prepaid License Fees.

 

10. Confidentiality

 

10.1 Embion and the Client will make every effort to prevent the other party's confidential information from coming to the knowledge or into the hands of third parties. This does not apply to information that is already publicly known, other than through a breach of this confidentiality obligation or if a party is compelled by a competent (judicial) authority to disclose confidential information.

10.2 The Client will not share offers, quotations, orders, invoices, or other commercial communications received from Embion with third parties.

 

11. Termination

 

11.1 In addition to what is stipulated elsewhere in the License Agreement:

  1. Each Party is entitled to terminate the License Agreement, without judicial intervention, by registered letter if the other party continues to fail to fulfil its obligations under the License Agreement even after a written notice setting a reasonable period.

  2. The Customer is entitled to terminate the License Agreement extrajudicially by registered letter, without any notice or notice of default being required, if Embion files for a moratorium (or provisional moratorium) or is granted a moratorium (or provisional moratorium); Embion files for bankruptcy or is declared bankrupt; Embion's company is liquidated; Embion ceases its current business; a substantial portion of Embion's assets or the Products and/or Software is seized, or Embion is otherwise deemed no longer able to fulfil its obligations under this License Agreement.

 

12. General

 

12.1 The Embion General Terms and Conditions apply to every agreement and/or Order entered into with Embion. In the event of any conflict between the provisions of the License Agreement and the General Terms and Conditions, the provisions of the License Agreement shall prevail. The latter also applies if there is a conflict between the License Agreement and other applicable documents, such as product and software documentation, safety regulations, and quotes.

12.2 This License Agreement is inextricably linked to the purchase agreement for the Product. This means that a License Agreement is required for the use of the Product and the Software installed on it, and vice versa.