Licence
Closed source, full source included — what the licence permits.
Version 2.0
THIS SOFTWARE LICENCE AGREEMENT (the "Agreement") is entered into by and between Solarius B.V., a private limited company incorporated in the Netherlands ("Licensor"), and the individual or legal entity identified on the applicable Order (the "Licensee").
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. IF THE LICENSEE DOES NOT AGREE TO THESE TERMS, IT SHALL NOT INSTALL, COPY, ACCESS, OR USE THE SOFTWARE. WHERE AN INDIVIDUAL ACCEPTS THESE TERMS ON BEHALF OF AN ENTITY, THAT INDIVIDUAL REPRESENTS THAT IT HAS AUTHORITY TO BIND THAT ENTITY.
1. Definitions
1.1. "Compiled Form" means the built, distributable output of the Software as supplied by the Licensor, or as produced from the Software by ordinary build tooling, in a form not readily reusable as a component library independent of a Licensee Application.
1.2. "Developer" means each individual who writes, reviews, modifies, or debugs source code that incorporates or references the Software. Individuals who do not work on such source code, including designers, product managers, and quality assurance personnel who do not modify code, are not Developers.
1.3. "Documentation" means the technical documentation for the Software made available by the Licensor.
1.4. "Licensee Application" means a software application, product, service, or internal system developed by or on behalf of the Licensee in which the Software is incorporated as a constituent component, and the primary value of which is materially independent of the Software.
1.5. "Licence Tier" means the tier of licence acquired by the Licensee under the Order, as described in Clause 2.
1.6. "Modification" means any adaptation, alteration, translation, or derivative work made by the Licensee from the Source Code. Compilation, transpilation, bundling, tree-shaking, and minification of the Software as supplied do not constitute Modification.
1.7. "Order" means the ordering document, invoice, or online purchase record pursuant to which the Licensee acquires a licence to the Software, including the Licence Tier acquired and the fees payable.
1.8. "Reusable Form" means any form in which the Software, a Modification, or any component, module, or substantial portion derived from it is made available to a third party such that the third party may itself use it to build further software. Reusable Form includes, without limitation, distribution as or within a component library, design system, user interface toolkit, software development kit, website builder, low-code or no-code platform, template or scaffold generator, boilerplate, starter kit, or any product whose output includes the Software or a Modification in source form.
1.9. "Software" means the Onset component library in each form supplied by the Licensor, including the Compiled Form, TypeScript declaration files, stylesheets, fonts, assets, and the Source Code, together with all Updates.
1.10. "Source Code" means the human-readable source of the Software, supplied to the Licensee under Clause 4.
1.11. "Subsidiary" means any entity in which the Licensee holds, directly or indirectly, more than fifty percent (50%) of the voting interests.
1.12. "Update" means any patch, correction, enhancement, or new version of the Software released by the Licensor and made generally available to licensees, including new major versions.
2. Licence Tiers
2.1. The Software is licensed on a one-time, perpetual basis. The Licence Tier stated on the Order determines the permitted number of Developers and the permitted scope of use:
| Licence Tier | Permitted Developers | Redistribution in Reusable Form |
|---|---|---|
| Individual | 1 | Not permitted |
| Team | Up to 5 | Not permitted |
| Organisation | Up to 20 | Not permitted |
| Enterprise | Unlimited, within the Licensee and its Subsidiaries | Not permitted |
| OEM / Redistribution | As stated on the Order | Permitted, subject to Clause 6 |
2.2. Fees for each Licence Tier are those stated on the Order or published by the Licensor at the time of purchase. Fees are payable once. No recurring, renewal, subscription, or maintenance fee is payable in order to continue using the Software or to receive Updates.
2.3. Enterprise scope. An Enterprise licence extends to the Licensee and its Subsidiaries. Entities that are not Subsidiaries, including parent companies, sister companies, and other entities under common control, require their own licences.
2.4. Tier upgrades. Where the Licensee's number of Developers exceeds the limit of its Licence Tier, the Licensee shall upgrade to the appropriate tier by paying the difference between the fee paid and the fee then published for the higher tier.
3. Grant of Licence
3.1. Subject to payment of the fees stated on the Order and to the Licensee's compliance with this Agreement, the Licensor hereby grants to the Licensee a perpetual, irrevocable (except as provided in Clause 14), worldwide, non-exclusive, non-transferable, non-sublicensable licence to:
(a) install, copy, and use the Software for the purpose of developing, testing, and maintaining Licensee Applications, by no more than the number of Developers permitted by the Licensee's Licence Tier;
(b) develop an unlimited number of Licensee Applications, whether for the Licensee's own use, for commercial distribution, or for a client under Clause 5;
(c) reproduce and distribute the Compiled Form to an unlimited number of end users, solely as an integrated and non-separable constituent part of a Licensee Application;
(d) access, use, and modify the Source Code in accordance with Clause 4; and
(e) receive and use all Updates, in perpetuity, in accordance with Clause 9.
3.2. There is no time limit on any right granted under this Clause 3. The licence does not expire, and the Licensee's ability to use the Software and to receive Updates is not conditional on any further payment.
4. Source Code and Modification
4.1. Delivery. The Licensor shall make the Source Code available to the Licensee at every Licence Tier. Delivery of the Source Code does not constitute publication, dedication to the public, or a waiver of any right of the Licensor.
4.2. Permitted use. The Licensee may read, search, reference, execute, debug, audit, and modify the Source Code, and may use a Modification in Licensee Applications, subject to Clauses 5, 6, and 7.
4.3. Ownership of Modifications. The Licensee owns the specific changes it authors. The Licensor retains all right, title, and interest in the underlying Software, and a Modification remains subject to this Agreement in its entirety. A Modification does not enlarge the Licensee's redistribution rights.
4.4. Consequences of Modification. The Licensor has no obligation to support, maintain, correct, or ensure compatibility of any Modification. The warranty in Clause 15.2 and the indemnity in Clause 16.1 do not apply to any Modification or to any claim arising from one.
4.5. Naming. A Modification shall not be described, published, or distributed as "Onset", nor under any name, mark, or logo of the Licensor, nor in a manner likely to suggest that the Licensor authored, endorsed, or supports it.
5. Client and Agency Work
5.1. The Licensee may use the Software to develop a Licensee Application for a client or other third party, and may deliver that Licensee Application to that client, including in source form, under a standard Licence Tier.
5.2. Clause 5.1 applies where the delivered Licensee Application is a specific, bespoke application built for that client. It does not apply where the deliverable is, or includes, the Software or a Modification in Reusable Form, which requires an OEM / Redistribution licence under Clause 6.
5.3. Where a client receives a Licensee Application containing the Source Code, that client requires its own licence at an appropriate Licence Tier before any of its Developers may work on the Software or a Modification within it. The Licensee shall inform the client of this requirement on delivery.
6. Redistribution and OEM
6.1. Restriction. Except under an OEM / Redistribution licence, the Licensee shall not distribute, publish, sell, licence, sublicense, rent, lease, lend, or otherwise make available the Software or any Modification in Reusable Form to any third party, whether or not for consideration.
6.2. When an OEM licence is required. An OEM / Redistribution licence is required where the Software or a Modification becomes part of another product in Reusable Form, including where the Licensee wishes to:
(a) distribute the Software or a Modification as, or as part of, a component library, design system, or user interface toolkit;
(b) incorporate the Software or a Modification into a website builder, low-code or no-code platform, template generator, or scaffolding tool whose output includes the Software or a Modification in source form;
(c) include the Software or a Modification in a software development kit, boilerplate, starter kit, or exported source-code product supplied to that Licensee's own customers or third-party developers; or
(d) otherwise pass the Software, a Modification, or any reusable portion of either downstream for use in building further software.
6.3. Scope of an OEM licence. The rights, permitted volumes, attribution requirements, and fees applicable to an OEM / Redistribution licence are as stated on the applicable Order. In the absence of such an Order, no redistribution right is granted.
6.4. Distinction. For the avoidance of doubt: building applications with the Software is permitted at every Licence Tier. Passing the Software or its reusable source downstream is what requires an OEM / Redistribution licence.
7. Restrictions
7.1. The Licensee shall not, and shall not permit any third party to:
(a) publish, upload, or otherwise make the Source Code or any Modification available in any publicly accessible repository, package registry, dataset, or other public location. The Compiled Form may appear in a public repository as part of a Licensee Application;
(b) use the Software or any Modification to design, develop, or offer to third parties any component library, design system, or user interface toolkit that competes with the Software;
(c) disclose, share, or otherwise make available any registry credential, access token, distribution archive, or copy of the Source Code to any person other than a Developer permitted under the Licensee's Licence Tier;
(d) remove, obscure, or alter any copyright, trade mark, licence, or proprietary notice contained in the Software, except to the extent required by Clause 4.5 in respect of a Modification;
(e) use the Software or any Modification to train, fine-tune, evaluate, or benchmark a machine-learning model, or contribute either to any dataset or corpus used for such purposes;
(f) circumvent, disable, or interfere with any licence key, entitlement verification, or usage limitation mechanism; or
(g) use the Software in violation of any applicable law, regulation, export control, or sanctions regime.
7.2. Development tooling and AI assistants. The Licensee may make the Source Code accessible to development tooling used by its Developers, including code-completion tools, coding agents, and other AI assistants, and such tooling may transmit the Source Code to a third-party provider for the purpose of generating, reviewing, explaining, or transforming code (inference). This permission does not extend to any use prohibited by Clause 7.1(e), and the Licensee shall not knowingly submit the Source Code to a service whose terms permit the retention of submitted content for model training.
7.3. Any use of the Software outside the scope of the licence granted in Clause 3 constitutes a material breach of this Agreement and may constitute infringement of the Licensor's intellectual property rights.
8. Reservation of Rights and Trade Marks
8.1. The Software is licensed, not sold. Subject to Clause 4.3, the Licensor retains all right, title, and interest in and to the Software, including all copyright, trade mark, trade secret, patent, and other intellectual property rights therein.
8.2. All rights not expressly granted to the Licensee are reserved to the Licensor.
8.3. "Onset" and "Solarius" are trade marks of the Licensor. This Agreement grants no licence to use them, save that the Licensee may state factually that a Licensee Application is built with Onset.
8.4. As between the parties, the Licensee retains all right, title, and interest in and to each Licensee Application, excluding the Software incorporated therein.
9. Updates
9.1. The Licensor shall make all Updates available to the Licensee in perpetuity at no additional charge, including new major versions. Updates are governed by this Agreement.
9.2. The Licensor is under no obligation to develop, release, or continue releasing any Update, to maintain compatibility between versions, to continue development of the Software, or to preserve any application programming interface between major versions. Clause 9.1 obliges the Licensor to supply the Licensee with such Updates as it makes generally available; it does not oblige the Licensor to produce them.
10. Support
10.1. Enterprise and OEM. Where the Order states an Enterprise or OEM / Redistribution tier, the Licensor shall use reasonable endeavours to respond to support requests within the response target stated on the Order.
10.2. All other tiers. Support at the Individual, Team, and Organisation tiers is provided on a best-efforts basis, without any committed response time or service level.
10.3. The Licensor is not obliged to provide support in respect of any Modification, or in respect of any version of the Software other than the current release.
11. Fees, Payment, and Refunds
11.1. Fees are payable once, in the currency and by the method stated on the Order, and are exclusive of any applicable value-added or sales tax, which the Licensee shall pay in addition where due.
11.2. Refunds. The Licensee may request a full refund within fourteen (14) days of purchase, provided that neither the Source Code nor the distribution package has been downloaded or otherwise accessed. Once the Source Code or the distribution package has been accessed, the sale is final and no refund is payable.
11.3. Consumer withdrawal rights. Where the Licensee is a consumer resident in the European Union or the United Kingdom, the Licensee has a statutory right of withdrawal of fourteen (14) days from purchase. By downloading or accessing the Source Code or the distribution package within that period, the Licensee expressly requests immediate performance and acknowledges that it thereby loses that right of withdrawal. Nothing in Clause 11.2 limits any statutory right that cannot lawfully be excluded.
12. Developers and Verification
12.1. The Licensee shall not permit more Developers to exercise the rights granted under Clause 3.1(a) than its Licence Tier permits.
12.2. Not more than once in any twelve (12) month period, and upon not less than thirty (30) days' prior written notice, the Licensor may require the Licensee to certify in writing the number of Developers exercising rights under this Agreement. Such certification shall be signed by an authorised officer of the Licensee. The Licensor shall not, under this Clause, require access to the Licensee's systems, source code, personnel records, or customer data.
12.3. Where a certification discloses use in excess of the Licensee's Licence Tier, the Licensee shall upgrade in accordance with Clause 2.4 within thirty (30) days.
13. Confidentiality
13.1. The Source Code and any other non-public information disclosed by the Licensor constitute the confidential information of the Licensor (the "Confidential Information"). Permission to modify the Source Code under Clause 4 does not affect its confidential status, and a Modification is itself Confidential Information to the extent it incorporates or discloses the Source Code.
13.2. The Licensee shall (a) hold the Confidential Information in confidence; (b) protect it using not less than the degree of care it applies to its own confidential information of like importance, and in no event less than a reasonable degree of care; and (c) restrict access to Developers and personnel who require it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those set out in this Clause.
13.3. The obligations in Clause 13.2 shall not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully in the Licensee's possession without obligation of confidence prior to disclosure; or (c) is independently developed by the Licensee without reference to the Confidential Information.
13.4. Where the Licensee is compelled by law or by order of a court or regulator to disclose Confidential Information, it shall, to the extent lawfully permitted, give the Licensor prompt written notice and reasonable assistance to enable the Licensor to seek protective relief.
13.5. This Clause 13 survives termination and continues for so long as the relevant information remains confidential.
14. Term and Termination
14.1. This Agreement takes effect on the earlier of the date of the Order and the date on which the Licensee first installs, copies, accesses, or uses the Software, and continues in perpetuity unless terminated under this Clause 14.
14.2. Given the perpetual, one-time nature of the licence, the Licensor may terminate this Agreement only where the Licensee commits a material breach of it and, in the case of a breach capable of remedy, fails to remedy that breach within thirty (30) days of written notice specifying the breach and requiring its remedy.
14.3. The Licensor may terminate with immediate effect by written notice where the Licensee breaches Clause 6.1 or Clause 7.1(a), 7.1(b), 7.1(c), or 7.1(e).
14.4. Upon termination the Licensee shall immediately: (a) cease all use of the Software and any Modification; (b) permanently delete or destroy all copies of the Source Code and any Modification in its possession or control; and (c) cease incorporating the Software into any new release of any Licensee Application. The Licensee shall, upon request, certify in writing its compliance with this Clause.
14.5. Copies of the Compiled Form already incorporated in Licensee Applications distributed to end users prior to termination may continue to be used by those end users.
14.6. Clauses 1, 4.3, 6, 7, 8, 13, 14.4, 14.5, 14.6, 15, 16, 17, and 18 survive termination.
15. Warranties and Disclaimer
15.1. Each party represents and warrants that it has full power and authority to enter into this Agreement.
15.2. The Licensor represents and warrants that it has the right to grant the licence set out in Clause 3.
15.3. DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN THIS CLAUSE 15, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.
15.4. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT IT IS FREE FROM DEFECTS OR VULNERABILITIES, THAT DEFECTS WILL BE CORRECTED, OR THAT IT WILL MEET THE LICENSEE'S REQUIREMENTS.
15.5. High-risk use. The Software is a user interface component library and is not designed, tested, or certified for use in the design, construction, operation, or maintenance of any installation in which failure of the Software could result in death, personal injury, or severe physical or environmental damage, including life support, medical, aviation, nuclear, or emergency response systems. The Licensee shall not deploy the Software as a safety mechanism in any such installation, and the Licensor disclaims all liability arising from any such use.
15.6. Nothing in this Clause 15 affects the statutory rights of a Licensee acting as a consumer.
16. Indemnification
16.1. By the Licensor. The Licensor shall defend the Licensee against any third-party claim alleging that the Software, as supplied by the Licensor and used in accordance with this Agreement, infringes that third party's copyright or trade secret rights, and shall indemnify the Licensee against damages and costs finally awarded by a court of competent jurisdiction, or agreed in settlement by the Licensor, in respect of such claim.
16.2. Conditions. The obligation in Clause 16.1 is conditional upon the Licensee: (a) notifying the Licensor promptly in writing of the claim; (b) giving the Licensor sole control of the defence and settlement; and (c) providing reasonable assistance at the Licensor's expense.
16.3. Exclusions. Clause 16.1 shall not apply to any claim arising from: (a) any Modification; (b) combination of the Software with any product, data, or process not supplied by the Licensor, where the claim would not have arisen but for such combination; (c) use of the Software otherwise than in accordance with this Agreement or the Documentation; or (d) continued use of an affected version after the Licensor has made a non-infringing version available.
16.4. Remedies. Where the Software becomes, or in the Licensor's reasonable opinion is likely to become, the subject of a claim under Clause 16.1, the Licensor may at its option and expense: (a) procure the right for the Licensee to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing; or (c) terminate this Agreement and refund the fees paid, less a reasonable allowance for the period of use.
16.5. Clauses 16.1 to 16.4 state the entire liability of the Licensor, and the Licensee's sole and exclusive remedy, in respect of any claim of intellectual property infringement.
16.6. By the Licensee. The Licensee shall indemnify and hold harmless the Licensor against any third-party claim arising from any Licensee Application, from any Modification, or from any use of the Software in breach of this Agreement.
17. Limitation of Liability
17.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, ANTICIPATED SAVINGS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.
17.2. SUBJECT TO CLAUSE 17.3, THE TOTAL AGGREGATE LIABILITY OF THE LICENSOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE LICENSEE UNDER THE ORDER.
17.3. Nothing in this Agreement shall exclude or limit the liability of either party for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that may not lawfully be excluded or limited, including the statutory rights of a Licensee acting as a consumer.
17.4. The Licensee acknowledges that the allocation of risk in Clauses 15 and 17 is reflected in the one-time fee payable under the Order.
18. General
18.1. Assignment. The Licensee shall not assign, novate, or otherwise transfer this Agreement or any rights under it without the prior written consent of the Licensor, save that the Licensee may assign it in its entirety, upon written notice to the Licensor, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement and the Licensee retains no copies of the Software.
18.2. Notices. Notices shall be given in writing to the address stated on the Order or, in the case of the Licensor, to legal@solarius.me, and shall be deemed received upon delivery.
18.3. Entire agreement. This Agreement, together with the Order, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings. Any terms in a Licensee purchase order or similar document shall be of no effect.
18.4. Amendment. No variation of this Agreement shall be effective unless in writing and signed by an authorised representative of each party. A revision of this Agreement published by the Licensor applies only to licences purchased after its publication; the version accepted at purchase continues to govern the Licensee's licence.
18.5. Waiver. No failure or delay in exercising any right operates as a waiver of it, and no single or partial exercise precludes any further exercise.
18.6. Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
18.7. No partnership. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.
18.8. Force majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
18.9. Governing law and jurisdiction. This Agreement, and any dispute or claim arising out of or in connection with it including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of the Netherlands, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Amsterdam, the Netherlands shall have exclusive jurisdiction, without prejudice to any mandatory consumer protections available to a Licensee acting as a consumer under the law of its place of residence.
Copyright © Solarius B.V. All rights reserved.
Licensing enquiries: legal@solarius.me Orders and tiers: https://solarius.me/product/onset