SenseOn Online Customer Licence Agreement

Version: 2.1 Dated: 31 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

1.1 This Agreement is between SenseOn Tech Ltd, company number 11032394, of 8 St. James’s Square, St James’s, London, England, SW1Y 4JU (“SenseOn”), as global licensor, and the organisation identified as Customer in an Order Form that incorporates this Agreement. SenseOn, Inc., a Delaware corporation, may be the invoicing or contracting affiliate only where the applicable Order Form expressly identifies it; SenseOn Tech Ltd remains the licensor.

2. Acceptance and Customer Contract

2.1 The Customer accepts this Agreement through (a) an executed Customer Order Form, including an electronic signature, that identifies this Agreement and the Terms by exact title, version and date; or (b) an Online Order presented by SenseOn through the approved online checkout or dedicated business instance first-authenticated-login flow. For an executed Customer Order Form, the signatory represents that they have authority to bind the Customer. For an Online Order, SenseOn offers the displayed terms and the Customer Contract binds when an authorised representative confirms authority, clicks “Accept and continue”, and the system successfully records the Online Acceptance Record. The online interface must show the Customer, the exact OCLA and Terms versions, the Order variables and payment route. Provisioning, technical enablement, ordinary login without that click, access or use alone does not form or evidence acceptance or create a chargeable right. For an online purchase, the same recorded action authorises SenseOn or its payment processor to charge the stated payment method for the subscription, usage-based charges, applicable taxes and renewals disclosed in the Online Order. SenseOn will retain an Online Acceptance Record containing the exact document identities, displayed order terms, representative identity, authentication method, timestamp and acceptance event.

2.2 The Customer Contract consists of this Agreement, the applicable Customer Order Form (including an Online Order) and the SenseOn Terms of Service version identified in that Customer Order Form.

2.3 Any negotiated departure from an incorporated SenseOn document must be set out in a section headed ‘Agreed Deviations’ in the Customer Order Form or an executed amendment. 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. If there are no Agreed Deviations, that section must state “None”. An Agent Activity Rate Card may be extended through a valid in-product activation where the Customer Order Form and Schedule 4 to the Terms expressly permit that process.

3. Order of Precedence

3.1 The Customer Order Form prevails for the commercial variables it expressly states and each Agreed Deviation that identifies the affected document and clause. Schedule 3 to the Terms prevails for the Processing it covers. Schedule 4 to the Terms prevails for FIC sizing, metering, consumption, Agent Activity Rate Card mechanics, Daily Allowance, Incident Relief, Extra Usage and Usage Statements. The Terms otherwise prevail for SenseOn-delivered services, warranties, service levels and liability relating to those matters, and this Agreement prevails for access to and use of the Software. No purchase order, proposal, email or other document amends an incorporated SenseOn term unless an executed Customer Order Form, amendment or written electronic agreement expressly permitted by the Customer Contract records the change.

4. Order Forms and Commercial Records

4.1 Each Customer Order Form issued directly by SenseOn must be generated through the approved process or approved online checkout flow, carry a unique order number and version, and identify each incorporated document by exact title, version and date. SenseOn must retain a copy of each SenseOn-generated form and the incorporated document versions. Each SenseOn-generated Partner Order Form must carry the same controls for the SenseOn–Partner transaction. A Partner’s own customer order form need not be generated through SenseOn’s systems, but the Partner must reproduce the exact OCLA and Terms identities and flow down any Agreed Deviations applicable to that Customer. Only the commercial variables and Agreed Deviations expressly recorded in the applicable customer-facing order form are incorporated into that Customer Contract.

4.2 The latest executed Customer Order Form, Online Order, executed amendment or valid activation record is the authoritative commercial record. SenseOn will retain an Online Acceptance Record or equivalent auditable record showing the applicable document versions and displayed order terms, identity of the accepting representative or administrator, authentication method, timestamp, effective time and acceptance event, together with the applicable Order Form and rate-card version.

4.3 No purchase-order term, procurement-portal term, click-through term or other customer document changes the Customer Contract unless SenseOn expressly accepts the change through the Agreed Deviations process. No sales intermediary, implementation provider or other third party may accept, vary, waive or bind SenseOn terms. This Agreement governs the Customer’s access to and use of the Software regardless of the Customer’s lawful procurement or invoicing route.

5. Definitions and Interpretation

5.1 “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.

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

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

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

5.5 “Charges” means the subscription, Extra Usage, SenseOn-delivered service and other charges for Products or Services supplied by SenseOn and expressly stated or calculated under the Customer Order Form and Schedule 4 to the Terms. Charges exclude VAT and other taxes, third-party pass-through amounts and separately itemised services supplied by an independent reseller or other third party. Those excluded amounts do not form part of the SenseOn liability-cap basis.

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

5.7 “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.

5.8 “Customer Order Form” means a customer-facing ordering document issued by SenseOn, or a customer-facing order form issued by an authorised Partner, that identifies the Customer, contracting entity, Software, scope, term, Charges, currency, tax treatment, invoicing and payment route, incorporated document versions and any Agreed Deviations. A SenseOn-issued Customer Order Form is generated through the approved process or online checkout flow. A Partner-issued customer order form must comply with clause 4.1. The Order Form must distinguish SenseOn Charges from taxes, third-party pass-through amounts and independently supplied Partner services. Where usage-based charging or in-product activation applies, the Order Form must identify the applicable FIC rates, Agent Activity Rate Card, authorised administrators, notification contacts and any spend cap or Unlimited selection, as described in Schedule 4 to the Terms. Its effective date follows the applicable acceptance event in clause 2. An “Online Order” is a Customer Order Form presented by SenseOn through approved online checkout or a dedicated business instance first-authenticated-login flow and accepted when an authorised representative confirms authority, clicks “Accept and continue”, and the system records the Online Acceptance Record. Ordinary login without that click, provisioning or technical enablement does not constitute acceptance. “Online Acceptance Record” means the auditable record of the exact Online Order and incorporated document identities, displayed terms, Customer identity, authorised representative and authority confirmation, authentication method, acceptance click, timestamp and payment route. “Order Form” has the same meaning.

5.9 “Data Protection Laws” means applicable privacy and data-protection laws, including the UK GDPR, the Data Protection Act 2018 and PECR.

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

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

5.12 “Terms” means the SenseOn Terms of Service version identified in the Customer Order Form, including its schedules.

5.13 “Permitted Contractor” means a contractor or managed service provider engaged by the Customer, other than a SenseOn competitor, that accesses the Software solely for the Customer’s internal benefit, is bound by written confidentiality and security obligations, and complies with the Customer Contract.

5.14 “Subscription Administrator” means an Authorised User designated in the Customer Order Form or later through the Customer’s audited administrative controls to manage commercial activation and usage controls.

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

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

5.17 “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.

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

6. Subscription Rights

6.1 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 and Permitted Contractors to access and use the Software solely for the Customer’s and its Affiliates’ internal business and information-security purposes. The Customer remains responsible for each Affiliate’s and Permitted Contractor’s acts and omissions and must promptly revoke access when no longer required. No rights arise by implication.

7. Customer Obligations and Acceptable Use

7.1 The Customer is responsible for account credentials, administrator roles and permissions, Authorised User and Permitted Contractor compliance, and prompt notice of unauthorised access or suspected misuse. The Customer must not, except to the extent law prevents the restriction: reverse engineer, decompile or circumvent the Software; copy, modify, frame, mirror, sublicense, distribute or make it available for another person’s benefit; allow a competitor to access it or use it to develop or benchmark a competing product; remove proprietary notices; interfere with its integrity, performance or security; gain unauthorised access; use it to develop malware, conduct unauthorised surveillance, exfiltrate, ransom, destroy or unlawfully modify data, or compromise another person’s security; publish performance or benchmark results without SenseOn’s written approval; or conduct stress, penetration or other security testing outside SenseOn’s approved responsible-disclosure process. The Customer must comply with applicable export-control and sanctions laws and must not permit access by a prohibited person or from a prohibited territory.

7.2 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

8.1 SenseOn may provide updates, releases, features and improvements, including updates required for security, reliability, legal compliance or performance. New functionality may be included within the existing subscription or offered for activation under the FIC and Agent Activity Rate Card mechanics in Schedule 4 to the Terms. 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.

8.2 SenseOn may suspend access only to the extent reasonably necessary to address a significant security threat, unlawful use, material breach of the restrictions in clause 7, non-payment of an undisputed amount due for the affected subscription, or risk of material harm to the Software or another customer. Except where immediate action is reasonably necessary for security or law, SenseOn will give reasonable prior notice and an opportunity to remedy. SenseOn will limit the scope and duration of suspension, restore access promptly when the cause is resolved, and keep the Customer informed.

9. Customer Data, Confidentiality and Data Protection

9.1 The Customer retains rights in Customer Data and grants SenseOn and its subcontractors a limited right to host, process, transmit and use Customer Data to provide, secure, support, analyse and improve the Software and selected SenseOn-delivered services, prevent fraud and abuse, comply with law and perform the Customer’s documented instructions. SenseOn may collect and use product telemetry about configuration, feature use, performance, reliability and user interaction for those purposes, including through analytics providers such as Amplitude acting under contract and Schedule 3 to the Terms. SenseOn may pseudonymise Customer and tenant identifiers for internal analytics, but pseudonymised information remains Customer Data where it can be re-linked. SenseOn will not use identifiable Customer Data or Customer content to train a general-purpose model or a model made available to another customer. This restriction does not prevent the de-identified product-improvement and security-learning uses permitted by clause 9.2.

9.2 SenseOn may use aggregated or irreversibly de-identified Customer Data and threat intelligence to operate, secure, evaluate and improve its products and services, including detections, security-specific models, agents, evaluations and test harnesses, and for cross-customer security research. The information must not reasonably identify the Customer, an Authorised User, an individual or a Customer system, and SenseOn must not attempt to re-identify it or disclose information that enables another person to do so. These uses remain subject to confidentiality, Data Protection Laws, the Customer’s documented instructions and Schedule 3 to the Terms. SenseOn may retain such de-identified information after this Agreement ends. As between the parties, SenseOn owns the de-identified threat intelligence and its detection and response logic.

9.3 SenseOn may process identifiable information about a person reasonably believed to be a threat actor only to provide, secure or support the Customer’s Software and selected SenseOn-delivered services under Schedule 3. Cross-customer use of identifiable threat-actor information requires a separately documented lawful basis, role allocation, necessity and proportionality assessment, transparency position, retention period and access safeguards; it is not authorised merely by this Agreement.

9.4 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 Data Processing Addendum at Schedule 3 to the Terms applies; the parties will implement any required transfer safeguard.

10. Intellectual Property, Warranty and Disclaimers

10.1 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. The Customer grants SenseOn a perpetual, irrevocable, royalty-free right to use voluntary suggestions and feedback without identifying the Customer or disclosing Customer Confidential Information.

10.2 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. Agent-generated reports, recommendations, classifications and other outputs may be incomplete, inaccurate or not reflect current facts. The Customer is responsible for evaluating outputs, independently checking material factual assertions and applying appropriate human review before relying on or sharing them, particularly for legal, employment, safety, access-control or other high-impact decisions. This does not reduce SenseOn’s express obligations or apply to an automated protective action validly authorised under an agreed response authority.

11. Software Infringement Indemnity

11.1 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.

11.2 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.

11.3 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

12.1 Charges, tax treatment, invoicing party, billing cadence and payment route are stated in the Customer Order Form. Subscription Charges are invoiced annually in advance and Extra Usage Charges monthly in arrears unless the Customer Order Form expressly states another cadence. No intermediary arrangement changes the Customer’s rights against SenseOn under the Customer Contract.

12.2 SenseOn will make FIC usage and the remaining applicable allowance visible in the authenticated Software. When usage exceeds an applicable threshold, SenseOn will notify the Customer’s nominated usage-notification contact. The warning is informational and provisional; Schedule 4 to the Terms determines whether Extra Usage becomes chargeable.

12.3 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.

12.4 The Customer must keep its invoicing, billing and usage-notification contacts accurate and authorises SenseOn to provide the invoicing party with the minimum Usage Statement data reasonably required to issue and administer an invoice, subject to confidentiality and Data Protection Laws.

12.5 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 the invoicing party will investigate and reconcile a material discrepancy promptly.

12.6 The FIC Rate, Extra Usage Rate and Agent Activity Rate Card used in the Software and Usage Statements must match the latest applicable Customer Order Form, executed amendment or valid in-product rate-card activation. If they differ, the applicable customer agreement controls and SenseOn will correct the display promptly. SenseOn may rely on the latest valid commercial record supplied or accepted through the agreed process.

12.7 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 Customer Order Form, Schedule 4 to the Terms or a valid in-product activation permitted by them.

13. Limitation of Liability

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

13.2 Subject to clause 13.1, 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.

13.3 Each party’s total aggregate liability arising under or in connection with the Customer Contract, including this Agreement, the Terms and their schedules, all Agreed Deviations and all indemnities, is subject to one aggregate cap. If the event giving rise to the claim occurs during the first 12 months of the affected subscription, the cap is the Liability Cap Basis for those first 12 months; if it occurs later, the cap is the Liability Cap Basis for the 12 months before the event.

13.4 The Liability Cap Basis is the aggregate Standard Customer amounts stated or calculated under the Customer Order Form and Schedule 4 for the applicable period before any Partner-Funded Price Reduction, excluding VAT or similar taxes, third-party pass-through amounts and services separately itemised as supplied solely by an independent reseller rather than SenseOn. It is customer-visible and does not disclose or depend on any confidential wholesale amount payable to SenseOn. A Partner-Funded Price Reduction, including a 100% reduction, reduces the Customer’s payment obligation but does not reduce the Liability Cap Basis.

13.5 All claims, causes of action, remedies and indemnified amounts count once towards that single cap. 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

14.1 This Agreement begins on the effective date stated in the Customer Order Form after the applicable acceptance event: for an executed Customer Order Form, its stated execution and SenseOn-acceptance event; for an Online Order, the timestamp when the authorised representative’s “Accept and continue” click is successfully recorded in the Online Acceptance Record. Provisioning, technical enablement and ordinary login without that click do not form or evidence acceptance, a Customer Contract or the effective date. A direct order may use an earlier expressly agreed date only where the Customer Order Form identifies the retrospective interval and authorised legal-approval reference. The Customer’s rights and obligations do not depend on inspecting or executing any private SenseOn–reseller document; SenseOn must enforce any required reseller-authority check internally before accepting or provisioning the Customer Order Form.

14.2 The Customer’s Software rights do not depend on any document that is not part of the Customer Contract. SenseOn may suspend or terminate those rights only as expressly permitted by the Customer Contract or applicable law.

14.3 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.

14.4 On expiry or termination, the Customer’s Software rights end and accrued rights and liabilities remain. During the Subscription Term and for 30 days after expiry or termination, subject to payment of undisputed Charges and security controls, the Customer may export Customer Data then available in the Software using the supported export format. SenseOn will then delete or return Customer Personal Data in accordance with Schedule 3 to the Terms and its documented retention and backup processes, unless law requires retention.

15. General and Governing Law

15.1 No delay in exercising a right is a waiver. Neither party may assign, transfer or novate the Customer Contract merely by notice. Any permitted Affiliate, merger, reorganisation or business-sale transfer requires an executed assignment and assumption, novation or Customer amendment that identifies the affected Customer Contract, updates notice and registry records, and is accepted prospectively through the Sales Order Wizard before a new entity issues an Order Form or provisions the Software. Existing Customer Order Forms transfer only if the executed instrument identifies them expressly. SenseOn Tech Ltd remains licensor and contracting party unless the complete affected Customer Contract is lawfully novated and re-executed. Neither party is liable for delay or failure, other than a payment obligation, to the extent caused by an event beyond its reasonable control; the affected party must notify the other promptly and use reasonable endeavours to mitigate. If that event materially prevents the affected supply for more than 60 consecutive days, either party may terminate the affected subscription on written notice and SenseOn will refund prepaid Charges for the unused period.

15.2 No third party may enforce the Customer Contract under the Contracts (Rights of Third Parties) Act 1999. The Customer Contract is the entire agreement about its subject matter, without limiting fraud liability. If a provision is invalid, illegal or unenforceable, it is modified to the minimum extent necessary or, if that is not possible, deleted without affecting the remainder. No variation is effective unless recorded in an executed Customer Order Form, executed amendment or valid in-product activation expressly permitted by Schedule 4 to the Terms. A later publication does not amend an existing order.

15.3 This Agreement and the Customer Contract are governed by English law and the courts of England and Wales have exclusive jurisdiction. A legal notice must be in writing and sent to the notice contact in the Customer Order Form or, for SenseOn, to legal@senseon.io. It is received on personal delivery, on recorded courier delivery, or, for email, when transmitted without a delivery-failure message, except that an email sent after 17:00 or on a non-Business Day is received at 09:00 on the next Business Day. Authenticated in-product delivery is valid for Usage Statements, activation records and usage or sub-processor notices, but not for breach, suspension or termination notices.