Current agreement (2026 version)
Online Customer License Agreement (UK) (2026 version)
Current 2026 agreement updated 1 January 2026
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.