SenseOn Online Customer Licence Agreement

Version: 2.1 Dated: 27 July 2026

This version applies only where it is identified in an executed Customer Order Form. Publication alone does not replace an earlier version that continues to govern an existing order.

1. Parties

This Agreement is between SenseOn Tech Ltd, company number 11032394, of 8 St. James’s Square, St James’s, London, England, SW1Y 4JU (“SenseOn”), and the organisation identified as Customer in an Order Form that incorporates this Agreement. If the Customer Order Form expressly identifies a different SenseOn Affiliate by full legal name, registration number, jurisdiction and registered office, references in this Agreement to “SenseOn” mean that Affiliate and SenseOn Tech Ltd is not a party.

2. Acceptance and Customer Contract

The Customer accepts this Agreement by signing, including by electronic signature, a Customer Order Form that identifies this Agreement by exact title, version, date and URL or attachment. Where the Customer Order Form contains no Agreed Deviations, this Agreement becomes binding between SenseOn and the Customer when SenseOn receives that signed Customer Order Form and then accepts the corresponding direct or partner order in writing, identifying the Customer Order Form number and version, or provisions the Software, whichever occurs first. If the Customer Order Form contains an Agreed Deviation, neither provisioning nor acceptance of the corresponding partner order constitutes acceptance of that Customer Order Form. It becomes binding only when an authorised SenseOn signatory countersigns it or the written order acceptance expressly accepts each Agreed Deviation. A signed Customer Order Form is required before provisioning for both direct and partner transactions; access to or use of the Software is not a substitute for that signed evidence. The Customer Order Form is the only customer-facing document that requires signature for the Customer Contract.

The Customer Contract consists of this Agreement, the applicable Customer Order Form, the dated FIC Commercial Mechanics Schedule where identified, the applicable Regional Data Protection Addendum and the dated SenseOn Service Terms only where a SenseOn-delivered service is selected.

Any negotiated departure from an incorporated SenseOn document must be set out in a section headed ‘Agreed Deviations’ in the signed Customer Order Form. Each Agreed Deviation must identify the affected document and clause and state the agreed replacement or additional wording. An Agreed Deviation is effective only if SenseOn expressly approves it in writing before provisioning. In a partner sale, it does not amend the corresponding SenseOn–partner order or any amount payable by the partner to SenseOn. Any change to FIC quantity, metering or Extra Usage mechanics for a partner sale requires matching executed amendments to the Customer Order Form and the corresponding SenseOn–partner order. If there are no Agreed Deviations, that section must state “None”.

3. Order of Precedence

The Customer Order Form prevails only for the commercial variables it expressly states and each Agreed Deviation that identifies the affected incorporated document and clause. The dated FIC Commercial Mechanics Schedule prevails for FIC metering, consumption, Daily Allowance, Incident Relief, Extra Usage, Usage Statements, threshold warnings and Partner Billing Notices. The Regional Data Protection Addendum prevails for processing of Personal Data. The SenseOn Service Terms prevail only for the selected SenseOn-delivered service. This Agreement prevails otherwise. No purchase order, partner agreement, proposal, email or other document amends an incorporated SenseOn term unless the signed Customer Order Form or an executed amendment expressly records the change as an Agreed Deviation.

4. Seller of Record

The Seller of Record is identified in the Customer Order Form. Where SenseOn is Seller of Record, SenseOn invoices the Customer as stated there. Where a partner is Seller of Record, the Customer’s ordering, invoicing, payment terms, tax treatment, refunds and credits are governed by the Customer’s agreement with that partner. SenseOn determines the applicable FIC Tier and the standard Customer FIC Rate and Customer Extra Usage Rate, which are stated in the Customer Order Form.

The partner does not select or alter either rate. The standard Customer FIC Rate must match the rate used for visible credit burn-down in the Software. The standard Customer Extra Usage Rate applies to Extra Usage before any Special Pricing Approval or partner-funded reduction. A partner may separately itemise a reduction against eligible subscription charges, funded solely from its margin, but that reduction does not change either platform rate, the FIC quantity or metering mechanics, does not reduce any amount payable by the partner to SenseOn and does not apply to Extra Usage. This does not impose a fixed or minimum overall resale price because the partner remains free to fund that separate subscription reduction from its margin.

SenseOn is not a party to the partner agreement solely because it supplies the Software. A partner may freely price any Partner Services it performs. Partner Services and their charges must be separately itemised under the Customer’s agreement with that partner and are not supplied or warranted by SenseOn unless the Customer Order Form expressly identifies them as SenseOn-delivered services. The partner may not select, add a markup to or otherwise alter a SenseOn platform rate or the FIC metering model.

Regardless of route, this Agreement governs the Customer’s access to and use of the Software and SenseOn’s core product obligations.

5. Definitions and Interpretation

“Agreed Deviation” means a negotiated change approved by SenseOn in writing and recorded in the designated section of the signed Customer Order Form that identifies the affected incorporated document and clause and states the agreed replacement or additional wording.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Authorised User” means an individual permitted by the Customer to access the Software under the Customer’s account.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open.

“Charges” means the subscription, Extra Usage, SenseOn-delivered service and other charges for supplies by SenseOn expressly stated in the Customer Order Form, whether invoiced by SenseOn or by a Seller of Record. Charges exclude taxes and Partner Service Charges.

“Customer Contract” means the contract stack described in clause 2.

“Customer Data” means data, content, logs, telemetry and other information submitted to, collected by or processed within the Software from the Customer’s systems or Authorised Users.

“Customer Order Form” means the signed customer-facing ordering document that identifies the Customer, Seller of Record, Software, scope, term, applicable FIC Tier, standard Customer FIC Rate, standard Customer Extra Usage Rate, any separately itemised partner-funded reduction, Charges, billing and usage-notification contacts, incorporated documents and any Agreed Deviations. It must have a unique number and version, identify the SenseOn contracting entity by full legal name, registration number, jurisdiction and registered office, and identify each incorporated document by exact title, version, date and URL or attachment. “Order Form” has the same meaning.

“Data Protection Laws” means applicable privacy and data-protection laws, including, where applicable, the UK GDPR, the Data Protection Act 2018 and PECR, and any other applicable privacy, data-protection or electronic-communications law, including the EU GDPR.

“Regional Data Protection Addendum” means the SenseOn data processing and privacy addendum identified by exact title, version and date in the Customer Order Form and applicable to the Customer’s processing region and data flow.

“Documentation” means SenseOn user guides and technical documentation for the Software.

“FIC” means Flex Intelligence Credits, the agreed commercial unit for certain Software and enabled-capability usage.

“Partner Billing Notice” means the separate month-end notice SenseOn sends to a partner Seller of Record’s nominated billing contact, containing the billing information reasonably required for that partner to invoice the Customer without access to operational telemetry or the Customer’s product tenancy.

“Partner Services” means services performed by a partner under its separate agreement with the Customer and not by SenseOn. “Partner Service Charges” means the separately itemised charges for those Partner Services.

“Seller of Record” means the party identified in the Customer Order Form that contracts with and invoices the Customer for the relevant supply.

“Software” means SenseOn’s hosted threat detection and response platform and related sensors, agents, connectors, integrations, updates and Documentation made available under the subscription.

“Subscription Term” means the period stated in the Customer Order Form.

“Usage Statement” means the customer-specific electronic statement made available in the authenticated Software from SenseOn’s authoritative usage records and described in clause 12.

Headings do not affect interpretation; singular includes plural; references to legislation include its amendment or replacement; and writing includes email.

6. Subscription Rights

During the Subscription Term, and subject to the Customer Contract, SenseOn grants the Customer a non-exclusive, non-transferable, non-sublicensable right for Authorised Users to access and use the Software for the Customer’s internal business purposes. The Customer may permit its Affiliates to use the Software under the Customer’s account and control, and remains responsible for their compliance. No rights arise by implication.

7. Customer Obligations and Acceptable Use

The Customer is responsible for account credentials, administrator roles and permissions, Authorised User compliance and prompt notice of unauthorised access or suspected misuse. The Customer must not reverse engineer except where law prevents that restriction, copy or modify the Software except as permitted, support a competing product using the Software, interfere with its integrity, performance or security, use it unlawfully, or conduct security testing without SenseOn’s written approval and responsible-disclosure compliance. The Customer must comply with applicable export-control and sanctions laws and must not permit access or use by a prohibited person or from a prohibited territory.

Cybersecurity is a shared responsibility. The Customer remains responsible for its systems, configurations, access controls, user behaviour, third-party tools, backups and incident-response decisions unless agreed otherwise in writing.

8. Updates, Trials and Suspension

SenseOn may provide updates, releases, features and improvements, including updates required for security, reliability, legal compliance or performance. A free, trial, evaluation or proof-of-value subscription is for evaluation only and, to the extent permitted by law, is provided without service levels, service credits or indemnities unless expressly stated otherwise.

SenseOn may suspend access to the extent reasonably necessary for security, legal compliance, material misuse, non-payment of undisputed amounts due to SenseOn for the affected subscription by the Customer or the applicable Seller of Record, or to prevent harm. Except where immediate action is reasonably necessary for security, law or prevention of harm, SenseOn will give the Customer and, where applicable, the Seller of Record at least ten Business Days’ written notice and an opportunity to remedy the relevant default or arrange continued supply through SenseOn or another authorised seller.

9. Customer Data, Confidentiality and Data Protection

The Customer retains rights in Customer Data and grants SenseOn and its subcontractors a limited right to host, process, transmit and use Customer Data solely to provide, secure and support the Software and any selected SenseOn-delivered service, prevent fraud and abuse, and comply with law.

SenseOn may use aggregated and irreversibly anonymised information that does not identify the Customer, an Authorised User or an individual to improve its products and services, subject to Data Protection Laws.

Each party will keep the other’s confidential information confidential and use it only for the Customer Contract, subject to standard public-domain, prior-knowledge, third-party-source and independent-development exceptions. Each party will comply with Data Protection Laws. Where SenseOn is Processor, the applicable Regional Data Protection Addendum forms part of the Customer Contract; the parties will implement any required transfer safeguard.

10. Intellectual Property, Warranty and Disclaimers

SenseOn and its licensors retain all rights in the Software and Documentation. SenseOn warrants that it will provide the Software with reasonable skill and care and substantially in accordance with Documentation when used in accordance with the Customer Contract.

Except as expressly stated, all other warranties are excluded to the maximum extent permitted by law. No cybersecurity product or service guarantees prevention of all threats, incidents or unauthorised access.

11. Software Infringement Indemnity

SenseOn will indemnify the Customer against damages finally awarded in favour of a third party, settlement sums approved by SenseOn and reasonable defence costs incurred under the agreed claims procedure, arising from a claim that the Customer’s authorised use of the Software under the Customer Contract infringes that third party’s intellectual-property rights.

SenseOn may procure continuing use, modify or replace the Software with a materially equivalent non-infringing alternative, or terminate the affected rights and refund the unused prepaid Charges. The indemnity excludes claims caused by non-compliant use, unapproved combinations or modifications, failure to use a provided workaround, or Customer Data, instructions or materials.

The indemnified party must promptly notify, permit sole control of defence and settlement, make no admission and give reasonable assistance.

12. Charges, Taxes, Usage Statements and Invoicing

Charges payable by the Customer, tax treatment, invoicing party, billing cadence and payment route are stated in the Customer Order Form or, where a partner is Seller of Record, the Customer’s agreement with that partner. Subscription Charges are invoiced annually in advance. Extra Usage Charges are invoiced monthly in arrears unless the Customer Order Form expressly states another approved cadence.

SenseOn will make daily FIC usage and the remaining Daily Allowance visible in the authenticated Software. When daily FIC usage exceeds the Daily Allowance, SenseOn will send a threshold warning to the Customer’s nominated usage-notification contact. The warning is informational and provisional; the dated FIC Commercial Mechanics Schedule determines whether Extra Usage becomes chargeable.

For each month in which chargeable Extra Usage occurs, SenseOn will, within five Business Days after month end, finalise and make the Usage Statement available to the Customer in the authenticated Software. That availability constitutes electronic delivery. SenseOn does not need to send the Customer a duplicate copy unless the Customer Order Form expressly requires one. The Usage Statement will identify the billing period, relevant usage quantities, applicable customer-facing rates and resulting Extra Usage Charges.

Where a partner is Seller of Record, SenseOn will within the same period send a separate Partner Billing Notice to the partner’s nominated billing contact. The Customer authorises SenseOn to disclose the billing period, chargeable quantity, applicable customer-facing rate and resulting Extra Usage Charges to that partner solely for invoicing and administration of the Customer Contract. The Partner Billing Notice is operational only and does not create or vary any partner economic entitlement. The partner does not require access to operational telemetry or the Customer’s product tenancy for that purpose. The Seller of Record remains responsible for invoicing the Customer.

The Customer must notify the invoicing party of a disputed Extra Usage Charge within 30 calendar days after the invoice date, provide reasonable supporting detail and pay all undisputed amounts when due. SenseOn, the Customer and, where applicable, the partner Seller of Record will investigate and reconcile a material discrepancy promptly.

The Customer FIC Rate displayed in the Software and the Customer Extra Usage Rate used in a Usage Statement must match the standard rates in the latest executed Customer Order Form. A Software display does not amend the Customer Contract. If they differ, the executed Customer Order Form controls and SenseOn will correct the display promptly. The Customer must ensure that SenseOn receives any signed amendment changing a billing input or billing contact before that change takes effect. SenseOn may rely on the latest signed Customer Order Form or amendment supplied to it.

Charges are exclusive of VAT and similar taxes unless stated otherwise. This Agreement does not create a charge or payment obligation not expressly stated in the applicable Customer Order Form or the Customer’s agreement with the Seller of Record.

13. Limitation of Liability

Nothing limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, business, contracts, goodwill or anticipated savings, except for Charges due or amounts expressly payable under an indemnity. Where the event giving rise to the claim occurs during the first 12 months of the affected subscription, each party’s aggregate liability is limited to Charges paid or payable for those first 12 months; where it occurs later, the cap is Charges paid or payable during the 12 months before the event. Partner Service Charges are excluded from the cap basis. Nothing in this clause limits a primary obligation to pay Charges, VAT or taxes forming part of those Charges. There is no double recovery.

14. Term, Termination and Effects

This Agreement begins on the effective date expressly stated in the Customer Order Form, including an earlier date where the parties sign later, and continues for the Subscription Term unless earlier terminated. Either party may terminate this Agreement and the affected Software rights for a material breach not remedied within 30 days after notice, for the other party’s insolvency, or as expressly stated in the Customer Contract.

For a partner resale, the Customer’s Software rights also depend on the corresponding order between SenseOn and the Seller of Record remaining in force. If that order ends because of the Seller of Record’s uncured material breach or insolvency, SenseOn may end the affected Software rights after giving the Customer the notice and continuity opportunity stated in clause 8, unless immediate termination is required by law.

A customer-facing automatic renewal does not extend the Customer’s Software rights or bind SenseOn to a Renewal Term. A renewal Customer Order Form identifying the applicable rates and then-current document versions must be executed before SenseOn supplies that Renewal Term.

Termination of this Agreement does not by itself terminate the Customer’s separate agreement with a partner Seller of Record, whose commercial consequences remain governed by that agreement. On termination, the Customer’s Software rights end; accrued rights and liabilities remain; and Customer Data return or deletion is governed by the applicable Regional Data Protection Addendum and SenseOn’s standard processes.

15. General and Governing Law

No delay in exercising a right is a waiver. Neither party may assign the Customer Contract without consent, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all of its assets where the assignee agrees to be bound.

No third party may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999. The Customer Contract is the entire agreement about its subject matter, without limiting fraud liability.

This Agreement is governed by English law and the courts of England and Wales have exclusive jurisdiction. A transfer mechanism in a Regional Data Protection Addendum may specify a different law, court or supervisory authority only for that transfer mechanism. Questions may be sent to legal@senseon.io.