Online Customer License Agreement (UK)

Version: 2.1 Dated: 16 July 2026

This version applies only where it is identified in an executed Customer Order Form or otherwise validly accepted by the Customer. 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, and the organisation identified as Customer in an Order Form that incorporates this Agreement.

2. Acceptance and Customer Contract

The Customer accepts this Agreement by signing a Customer Order Form that identifies this Agreement by title, version and date, or, for a direct transaction, by click acceptance or access or use after a reasonable opportunity to review it. For a partner resale, a signed Customer Order Form is required before provisioning and access or use is not a substitute for that signed evidence.

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

3. Order of Precedence

The Customer Order Form prevails only for the commercial variables it expressly states. The dated FIC Commercial Mechanics Schedule prevails for FIC metering, consumption, Incident Relief and Extra Usage. The Data Processing Addendum prevails for processing of Personal Data. The SenseOn Service Terms prevail only for the selected SenseOn-delivered service. This Agreement prevails otherwise.

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, pricing, invoicing, payment terms, tax treatment, refunds and credits are governed by the Customer’s agreement with that partner. SenseOn is not a party to that agreement solely because it supplies the Software.

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

“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, service and other customer-facing charges expressly stated in the Customer Order Form or, where a partner is Seller of Record, the Customer’s agreement with that partner.

“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, rates, Charges and incorporated documents. “Order Form” has the same meaning.

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

“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.

“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 statement produced 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.

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 Data Processing 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, settlement sums and reasonable legal fees awarded in favour of a third party 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, payment route and any dispute window are stated in the Customer Order Form or, where a partner is Seller of Record, the Customer’s agreement with that partner.

For each month in which Extra Usage occurs, SenseOn will, within five Business Days after month end, send a customer-specific Usage Statement electronically to the billing contacts for the Customer and, where applicable, the partner Seller of Record, in each case as identified in the Customer Order Form or later notified in writing. The Usage Statement will identify the billing period, relevant usage quantities, applicable customer-facing rates and resulting Extra Usage Charges. The Customer authorises SenseOn to disclose that Usage Statement to the Seller of Record solely for billing and administration of the Customer Contract. The Seller of Record remains responsible for invoicing the Customer.

The Customer must ensure that SenseOn receives any signed amendment changing a rate, billing input or billing contact before that change is to take 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. Each party’s aggregate liability is limited to Charges paid or payable for the affected subscription and selected SenseOn-delivered services in the 12 months before the event giving rise to the claim. There is no double recovery.

14. Term, Termination and Effects

This Agreement begins on the effective date in the Customer Order Form 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.

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 Data Processing 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. Questions may be sent to legal@senseon.io.

Last updated: 1 January 2026

This agreement is intended to operate as the core product agreement for both direct and partner transactions. It governs access to and use of the SenseOn Software and should be read together with the applicable Order Form, the applicable FIC Commercial Mechanics Schedule (UK), any applicable Data Processing Addendum or privacy schedule, and the relevant route-specific wrapper where one applies.

1. Parties

SenseOn Tech Ltd (company number 11032394) of 8 St. James’s Square, St James’s, London, England, SW1Y 4JU ("SenseOn") and the organisation that signs an Order Form referencing this OCLA, and/or creates an account for, accesses or uses the Software ("Customer").

2. Acceptance and Customer Contract

The Customer accepts this OCLA by signing an Order Form that references it, clicking to accept it, or accessing or using the Software after being given a reasonable opportunity to review it.

The Customer Contract consists of this OCLA, the applicable Order Form, the applicable FIC Commercial Mechanics Schedule (UK) if referenced or attached, the applicable Data Processing Addendum or privacy schedule, and any route-specific wrapper identified in the Order Form.

If there is a conflict between documents, the Order Form prevails only for the commercial variables it expressly states; the FIC Commercial Mechanics Schedule (UK) prevails for FIC metering and consumption mechanics; the applicable Data Processing Addendum or privacy schedule prevails for Processing of Personal Data; any applicable route-specific wrapper prevails only for seller-of-record mechanics and SenseOn-delivered services; and otherwise this OCLA prevails.

3. Seller of Record and Route to Market

The Seller of Record is the entity identified in the applicable Order Form or other ordering document as the entity that invoices the Customer for the relevant Charges.

Where SenseOn is the Seller of Record, the Customer’s direct commercial relationship with SenseOn is governed by the Order Form and the Direct Customer Terms.

Where a Partner is the Seller of Record, the Customer’s commercial relationship with that Partner, including ordering, pricing, invoicing, payment terms, tax treatment, refunds and commercial credits, is governed by the Partner Contract. SenseOn is not a party to the Partner Contract unless expressly stated otherwise.

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

4. Definitions and Interpretation

In this OCLA, unless the context otherwise requires:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorised User" means any individual permitted by the Customer to access or use the Software under the Customer’s account.

"Charges" means the fees and other amounts payable for the subscription and any SenseOn-delivered services under the Order Form or, where a Partner is Seller of Record, under the Partner Contract.

"Customer Contract" means the contract stack described in Clause 2.2.

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

"Data Protection Laws" means all applicable laws and regulations relating to privacy or data protection, including where applicable the UK GDPR, the Data Protection Act 2018 and PECR.

"Documentation" means the user guides and technical documentation made available by SenseOn for the Software.

"FIC" or "Flex Intelligence Credits" means the commercial unit used by SenseOn to measure certain agreed usage of the Software and related enabled capabilities.

"FIC Commercial Mechanics Schedule (UK)" means the schedule that sets out FIC metering points, consumption attribution, Daily Allowance, Incident Relief Period and excess-usage billing mechanics.

"Order Form" means an ordering document that identifies the commercial variables for a subscription and incorporates this OCLA by reference.

"Partner" means an authorised SenseOn partner, reseller, distributor, MSP or MSSP.

"Partner Contract" means the separate agreement between the Customer and a Partner governing their commercial relationship where a Partner is Seller of Record.

"Seller of Record" means the entity identified in the Order Form or other ordering document as invoicing the Customer for the relevant Charges.

"SenseOn-delivered services" means services, support, service levels, service credits or warranties provided directly by SenseOn under an applicable route-specific wrapper and/or Order Form.

"Software" means SenseOn’s hosted threat detection and response platform and related software components, including sensors, agents, connectors, integrations, updates and associated Documentation made available as part of the subscription.

"Subscription Term" means the duration of the subscription stated in the applicable Order Form.

In this OCLA:

headings do not affect interpretation;

words in the singular include the plural and vice versa;

references to legislation include any amendment, extension, re-enactment or replacement; and

references to writing include email.

5. Subscription Rights and Authorised Users

During the Subscription Term, 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 in accordance with the Customer Contract and the Documentation.

The Customer may permit its Affiliates to use the Software only if they do so under the Customer’s account and control, and the Customer remains responsible for their compliance with the Customer Contract.

No rights are granted by implication, estoppel or otherwise except as expressly stated in the Customer Contract.

6. Customer Obligations and Acceptable Use

The Customer is responsible for maintaining the confidentiality of account credentials, assigning and managing admin roles and permissions, ensuring that Authorised Users comply with the Customer Contract, and promptly notifying SenseOn of any unauthorised access or suspected misuse.

The Customer must not, and must not allow any third party to:

• reverse engineer, decompile or disassemble the Software except to the extent permitted by law that cannot lawfully be excluded;
• copy, modify or create derivative works of the Software or Documentation except as expressly permitted by the Customer Contract;
• access or use the Software to build or support a competing product or service;
• interfere with the integrity, performance or security of the Software;
• use the Software in breach of applicable law; or
• conduct security testing of the Software without SenseOn’s prior written approval and compliance with SenseOn’s responsible disclosure requirements.

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

7. Changes, Updates, Trials and Suspension

SenseOn may provide updates, enhancements, new releases, features or improvements to the Software from time to time. Some updates may be required for security, reliability, legal compliance or performance reasons.

If SenseOn provides a free, trial, evaluation or proof-of-value subscription, the Customer may use the Software solely for evaluation purposes and not for production use unless SenseOn expressly agrees otherwise in writing. To the maximum extent permitted by law, trials are provided as-is and without service levels, service credits or indemnities unless expressly stated otherwise.

SenseOn may suspend access to the Software to the extent reasonably necessary for security, legal compliance, material misuse, non-payment where SenseOn is Seller of Record, or to prevent harm to the Software or other customers, provided that where practicable SenseOn will give reasonable notice and an opportunity to remedy.

8. Customer Data, Confidentiality and Data Protection

As between the parties, the Customer retains all right, title and interest in and to Customer Data.

The Customer grants SenseOn and its subcontractors a limited, non-exclusive right to host, process, transmit and otherwise use Customer Data solely to provide, secure, support and improve the Software and any SenseOn-delivered services, to prevent fraud and abuse, and to comply with applicable law.

Each party shall keep confidential all confidential information of the other party disclosed in connection with the Customer Contract and shall use it only for the purposes of performing or receiving the benefit of the Customer Contract. This does not apply to information that is or becomes public through no breach, was already lawfully known, is received lawfully from a third party, or is independently developed without use of the other party’s confidential information.

Each party will comply with its respective obligations under applicable Data Protection Laws. Where SenseOn processes personal data on behalf of the Customer as Processor, the applicable Data Processing Addendum or privacy schedule forms part of the Customer Contract.

Where a restricted transfer of Customer Data occurs, the parties shall implement the safeguard mechanism required by the applicable Data Processing Addendum, privacy schedule or law, including where applicable the UK IDTA or the UK Addendum to the EU SCCs.

9. Intellectual Property, Warranty and Disclaimers

SenseOn and its licensors retain all right, title and interest in and to the Software, Documentation and all related intellectual property rights. No rights are granted to the Customer except as expressly stated in the Customer Contract.

SenseOn warrants that it will provide the Software with reasonable skill and care and substantially in accordance with the Documentation when used in accordance with the Customer Contract. Any SenseOn-delivered services are warranted only to the extent set out in the applicable route-specific wrapper or Schedule 1 referenced in the Order Form.

Except as expressly stated in the Customer Contract, SenseOn excludes all other warranties to the maximum extent permitted by law. The Customer acknowledges that no cybersecurity product or service can guarantee prevention of all threats, incidents or unauthorised access.

10. Software Infringement Indemnity

Subject to the remaining provisions of this Clause 10, SenseOn shall indemnify the Customer from and against damages awarded against it or settlement sums paid by it (including reasonable legal fees) in favour of a third party arising from a claim by such third party that the authorised use of the Software by the Customer in accordance with the Customer Contract infringes the intellectual property rights of such third party.

If SenseOn considers that any Software has, or is likely to become, the subject of a claim under Clause 10.1, SenseOn shall, as soon as reasonably practicable, notify the Customer and may, at its option and expense:

• procure for the Customer the right to continue using the affected Software; or
• modify or replace the affected Software so that it becomes non-infringing, provided that the modified or replacement Software is substantially equivalent in all material respects; or
• if neither paragraph (a) nor (b) is commercially reasonable, terminate the Customer’s rights to use the affected Software and refund a pro-rata portion of the Charges paid for the affected Software for the unused remainder of the then-current Subscription Term.

SenseOn’s indemnity in Clause 10.1 shall not apply to the extent that the claim arises from:

• use of the Software otherwise than in accordance with the Customer Contract and the Documentation;
• use of the Software in combination with any hardware, software, systems, networks, data, content or other materials not supplied or approved by SenseOn where the claim would not have arisen but for that combination;
• any modification of the Software not carried out by SenseOn (or not authorised in writing by SenseOn);
• the Customer’s failure to implement, within a reasonable time, any non-infringing modification, replacement, workaround or update provided by SenseOn to avoid or mitigate the claim; or
• any materials, designs, instructions, content or data provided by the Customer (including Customer Data), or Processing undertaken in accordance with the Customer’s instructions.

The indemnities in this Clause 10 are conditional upon the party seeking indemnification notifying the other party promptly in writing of the claim, giving it sole control of the defence and settlement, not admitting liability or settling without consent, and providing all reasonable assistance and information at the indemnifying party’s expense.

11. Charges, Taxes and Invoicing Principles

Charges are set out in the applicable Order Form or, where a Partner is Seller of Record, the applicable Partner Contract. Charges are exclusive of VAT and any similar taxes unless expressly stated otherwise.

Where SenseOn is Seller of Record, payment timing, invoicing mechanics, any dispute window and any late-payment remedies are governed by the Order Form and the Direct Customer Terms. Where a Partner is Seller of Record, invoicing and payment mechanics are governed by the Partner Contract and the Partner Customer Terms.

12. Limitation of Liability

Nothing in the Customer Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

Subject to Clause 12.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, contracts, goodwill or anticipated savings, except that this exclusion does not limit liability for amounts expressly payable under an indemnity or for Charges due and payable.

Subject to Clauses 12.1 and 12.2, each party’s aggregate liability arising under or in connection with the Customer Contract is limited to the Charges paid or payable for the affected subscription and any affected SenseOn-delivered services during the twelve (12) months preceding the event giving rise to the claim, provided that where an applicable wrapper states a more specific cap for SenseOn-delivered services, that service-specific cap applies to claims arising solely from those services.

13. Term, Termination and Effects

This OCLA starts on the earlier of the effective date of the applicable Order Form and the date the Customer first accesses or uses the Software, and continues for the Subscription Term unless terminated earlier in accordance with the Customer Contract.

Either party may terminate the Customer Contract for material breach not remedied within thirty (30) days after notice, for insolvency events affecting the other party, or as otherwise expressly stated in the Customer Contract.

On termination or expiry, the Customer’s right to use the Software ends. Accrued rights and liabilities are unaffected. Return or deletion of Customer Data is governed by the applicable Data Processing Addendum or privacy schedule and SenseOn’s standard processes.

14. General

No failure or delay by either party to exercise any right or remedy shall constitute a waiver.

Neither party may assign or transfer the Customer Contract without the other party’s prior written consent, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all of its business or assets, provided the assignee agrees to be bound by the Customer Contract.

A person who is not a party to the Customer Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

The Customer Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, proposals and agreements relating to that subject matter. Nothing in the Customer Contract limits liability for fraud or fraudulent misrepresentation.

15. Governing Law

The Customer Contract and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.

Contact

For questions about this Agreement, please contact legal@senseon.io.

Last updated: 15 January 2025

This Online Customer License Agreement ("Agreement") is entered into between SenseOn Limited, a company incorporated in England and Wales (company number 10511554), with its registered office at [registered address] ("SenseOn", "we", "us"), and the entity or person accessing or using the SenseOn platform ("Customer", "you").

By clicking "I agree", accessing, or using the SenseOn platform, you agree to be bound by this Agreement.

1. Definitions

"Authorised Users" means the individuals authorised by Customer to access and use the Platform, as specified in the applicable Order.

"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Customer Data" means any data, content, or materials submitted to the Platform by Customer or Authorised Users.

"Documentation" means the user guides, help files, and technical documentation made available by SenseOn for the Platform.

"Order" means an ordering document or online order form that references this Agreement and specifies the Platform subscription details.

"Platform" means SenseOn's AI-powered cybersecurity platform, including all software, services, and updates provided under this Agreement.

"Subscription Term" means the period specified in the applicable Order during which Customer may access and use the Platform.

2. Grant of License

2.1 Subject to Customer's compliance with this Agreement and payment of applicable fees, SenseOn grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes.

2.2 The license is limited to the number of Authorised Users and scope specified in the applicable Order.

3. Restrictions

Customer shall not, and shall not permit any third party to:

(a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, disassemble, decompile, or attempt to derive the source code of the Platform; (c) sublicense, sell, transfer, assign, or distribute the Platform; (d) use the Platform for the benefit of any third party (except as expressly permitted for MSSPs under an MSSP Order); (e) remove or modify any proprietary notices or labels; (f) use the Platform in violation of applicable laws or regulations; (g) interfere with or disrupt the integrity or performance of the Platform.

4. Customer Responsibilities

4.1 Customer is responsible for all activities that occur under Customer's account, including the actions of Authorised Users.

4.2 Customer shall maintain the security and confidentiality of login credentials.

4.3 Customer shall comply with all applicable laws and regulations in connection with its use of the Platform.

5. Data Protection

5.1 SenseOn processes Customer Data in accordance with its Privacy Policy and, where applicable, a Data Processing Agreement ("DPA").

5.2 To the extent Customer Data includes personal data subject to the UK GDPR or EU GDPR, the parties shall enter into a DPA, which is incorporated by reference into this Agreement.

5.3 SenseOn implements appropriate technical and organisational measures to protect Customer Data.

6. Fees and Payment

6.1 Customer shall pay all fees specified in the applicable Order.

6.2 Unless otherwise specified, fees are invoiced annually in advance and payable within 30 days of invoice date.

6.3 All fees are exclusive of VAT, which shall be charged at the applicable rate.

6.4 Late payments shall accrue interest at the rate of 4% per annum above the Bank of England base rate.

7. Intellectual Property

7.1 SenseOn and its licensors retain all right, title, and interest in the Platform, including all intellectual property rights.

7.2 Customer retains all right, title, and interest in Customer Data.

7.3 Nothing in this Agreement transfers ownership of any intellectual property from one party to the other.

8. Warranties

8.1 SenseOn warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term.

8.2 SenseOn does not warrant that the Platform will be uninterrupted, error-free, or that it will detect all security threats.

8.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND SENSEON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. Limitation of Liability

9.1 Neither party's aggregate liability under this Agreement shall exceed the total fees paid by Customer in the 12 months preceding the claim.

9.2 Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages.

9.3 The limitations in this Section 9 shall not apply to: (a) breaches of Section 3 (Restrictions); (b) breaches of confidentiality obligations; or (c) either party's indemnification obligations.

10. Term and Termination

10.1 This Agreement commences on the date Customer first accesses the Platform and continues until all Orders have expired or been terminated.

10.2 Either party may terminate an Order for material breach if the breach remains uncured 30 days after written notice.

10.3 Upon termination, Customer's access to the Platform will cease and SenseOn will delete Customer Data within 90 days, unless legally required to retain it.

11. Governing Law

11.1 This Agreement is governed by and construed in accordance with the laws of England and Wales.

11.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

12. General

12.1 This Agreement, together with any Orders and DPA, constitutes the entire agreement between the parties.

12.2 Neither party may assign this Agreement without the other party's written consent.

12.3 If any provision is found to be unenforceable, the remaining provisions shall continue in effect.

12.4 Failure to enforce any right under this Agreement shall not constitute a waiver.

Contact

For questions about this Agreement, please contact legal@senseon.io.