PARTNER FRAMEWORK

Delivery Partner Terms and Conditions

Master terms for platform licensing, managed delivery and client billing arrangements

Background

A. Sensei provides an online learning platform, course content, licences and related support services.

B. The Delivery Partner provides managed learning, consultancy, first-line support and related client services.

C. The parties wish to collaborate under one or more billing models. The applicable model and commercial terms for each Client are set out in a Client Schedule.

D. These Terms form the master framework between Sensei and the Delivery Partner. They replace any earlier delivery partner terms between those parties from the Effective Date, without disturbing accrued rights under completed client engagements.

How these Terms are formed

0.1 The Delivery Partner's application is an offer to join the Training Sensei Delivery Partner programme on these Terms. A binding agreement begins when Sensei confirms approval of the application (the Effective Date).

0.2 The legal name, company number (if any), registered or principal address, contact details and authorised representative stated in the application form are incorporated into these Terms as the Delivery Partner's details.

0.3 A person submitting the application confirms that they have authority to bind the Delivery Partner.

0.4 No Client engagement is binding between Sensei and the Delivery Partner until both approve the relevant Client Schedule in writing, including by electronic signature, email or an approved partner portal workflow.

1. Definitions and interpretation

Active Delivery Commission means 20% of Net Platform Receipts for a Partner-Sourced Client while the Delivery Partner continues to provide the Delivery Services or required first-line support for that Client, unless the Client Schedule states another rate.

Additional HR Services means HR, employment, consultancy or other services supplied by the Delivery Partner outside the Platform Services and outside any Delivery Services for which Sensei has accepted responsibility in a Client contract.

Application means the Delivery Partner application submitted to Sensei and approved by Sensei.

Billing Model means Model 1, Model 2 or Model 3 described in clause 6 and selected in a Client Schedule.

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

Client means an organisation identified in an approved Client Schedule.

Client Contract means each contract under which Sensei, the Delivery Partner or both supply Services to a Client.

Client Data means personal data and other information relating to a Client, Client Users or their use of the Services.

Client Schedule means a client-specific schedule substantially in the form set out in Schedule 1.

Client User means an individual authorised by a Client to access the Platform.

Committed Term means the minimum service or licence term stated in the Client Schedule or Client Contract, which is 12 months if the Client Schedule describes the arrangement as annual or as having a 12-month commitment.

Continuing Commission means 10% of Net Platform Receipts for a Partner-Sourced Client after the Delivery Partner stops working with that Client, payable while the Client continues paying for substantially continuous Platform Services, subject to these Terms.

Data Protection Legislation means all data protection and privacy law applicable to the Services from time to time, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and amendments made by or under the Data (Use and Access) Act 2025, in each case as amended, replaced or re-enacted, together with binding regulatory requirements made under them.

Delivery Fee means the amount allocated to the Delivery Services in a Client Schedule, excluding VAT.

Delivery Services means the onboarding, managed learning, communications, administration, reporting, first-line support and other services allocated to the Delivery Partner in these Terms or a Client Schedule.

Net Platform Receipts means Platform Fees actually received in cleared funds by Sensei, excluding VAT, refunds, credits, chargebacks, written-off debt, taxes, expenses and Third-Party Content Charges.

Partner Rate Card means Sensei's then-current delivery partner platform pricing published or supplied to the Delivery Partner, as updated in accordance with these Terms.

Partner-Sourced Client means a Client recorded in the Client Schedule as introduced or originated by the Delivery Partner.

Platform means Sensei's online learning platform, including its learner and administration interfaces.

Platform Fee means the fee allocated to Platform Services, excluding VAT.

Platform Services means Platform access, agreed course content, hosting, maintenance, technical operation and related services supplied by Sensei.

Referral-Only Arrangement means an introduction under clause 7 in which Sensei handles the sales process, Client Contract, onboarding and ongoing supply and the Delivery Partner does not provide Delivery Services or first-line support.

Services means the Platform Services and, where applicable, the Delivery Services.

Third-Party Content Charges means charges for specialist courses, content or services licensed from external suppliers and identified as pass-through or excluded charges.

1.1 Headings do not affect interpretation. References to writing include email and durable electronic communications. References to a person include a company, partnership, public body and other legal entity.

1.2 If documents conflict, the order of priority is: (a) a Client-specific data processing agreement for data-processing matters only; (b) the Client Schedule; (c) these Terms; and (d) the Partner Rate Card and programme policies. A Client Schedule varies these Terms only where it identifies the clause varied and states the agreed variation.

2. Appointment and status

2.1 Sensei appoints the Delivery Partner on a non-exclusive basis to market and, where an approved Client Schedule requires, deliver the Services. The Delivery Partner accepts that appointment.

2.2 The parties are independent contractors. Nothing creates a legal partnership, joint venture, fiduciary relationship, employment relationship or general agency. Neither party may bind the other except as expressly authorised in writing.

2.3 The Delivery Partner is responsible for its personnel, subcontractors, taxes, national insurance, expenses, business operations and professional decisions.

2.4 No minimum number or value of leads, Clients, licences, commission or Delivery Fees is guaranteed.

2.5 The programme is available worldwide, but each party must confirm that its activities and each Client engagement comply with the laws applicable in the relevant territory. Sensei may decline or restrict an engagement for legal, sanctions, security, technical or commercial reasons.

3. Client opportunities and Client Schedules

3.1 Before a proposal is issued or access is activated, the parties will agree the Client source, Billing Model, scope, responsibilities, term, pricing, billing frequency, licence volume, commission and Third-Party Content Charges in a Client Schedule.

3.2 The Client Schedule must identify whether the Client is Partner-Sourced, Sensei-Sourced, jointly sourced or introduced under a Referral-Only Arrangement. The fact that Sensei contracts with or invoices a Client does not determine who sourced the Client.

3.3 Sensei sets or approves Platform Fees and Platform terms. The Delivery Partner sets or approves its Delivery Fee and Delivery scope, subject to the Client Schedule.

3.4 Neither party may reduce, waive or materially alter the other party's component, or make an unauthorised commitment on the other's behalf.

3.5 Renewals, material scope changes, licence changes, additional content and pricing changes must be recorded in an updated Client Schedule or written variation.

4. Pricing and Client commitments

4.1 All fees exclude VAT unless expressly stated otherwise. Each party is responsible for its own taxes and accounting.

4.2 A Client may be billed monthly or annually in advance as stated in the Client Schedule. Billing frequency does not shorten a Committed Term.

4.3 Unless the Client Schedule states otherwise, prices may be reviewed at renewal. Changes to the Partner Rate Card apply to new Clients and renewals after reasonable notice, but do not retrospectively change fees during an existing Committed Term.

4.4 If a Client gives notice not to renew, access ends at the end of the paid and committed period. If a Client purports to cancel during a Committed Term other than because of an established contractual termination right, all remaining Platform Fees and Delivery Fees for that Committed Term become immediately due, subject to any express Client Schedule variation.

4.5 Where fees for the remaining Committed Term are paid, access may continue until the term ends unless suspension or termination is justified by breach, security, illegality, misuse or another contractual right.

5. Platform and proposal controls

5.1 Sensei must approve statements about Platform functionality, content, security, technical capability, service levels, refunds and Platform pricing before they are communicated as binding commitments.

5.2 The Delivery Partner must approve statements about its Delivery Services, response targets, consultancy and Delivery Fees before they are communicated as binding commitments.

5.3 The Delivery Partner must not represent that the Platform, course content or Services guarantee legal compliance, learner completion, employee behaviour, competence, business performance or any other outcome.

5.4 Client Users must comply with Sensei's prevailing end-user, acceptable-use and privacy terms notified through the Platform or Client Contract.

6. The three Billing Models

6A. Model 1: Sensei invoices the Client for Platform and Delivery

6.1 Under Model 1, Sensei enters into the Client Contract and invoices the Client for the Platform Services and Delivery Services. The Delivery Partner supplies the Delivery Services to Sensei as an independent subcontractor.

6.2 The Client-facing price may be presented as one combined amount or as separate Platform and Delivery components. The internal allocation in the Client Schedule applies whether or not disclosed to the Client.

6.3 Sensei controls Client invoicing, credit control, collection and any suspension for non-payment, and will keep the Delivery Partner reasonably informed of material arrears or disputes affecting payment.

6.4 Sensei may compromise Platform Fees. Sensei must obtain the Delivery Partner's written consent before compromising an undisputed Delivery Fee, except for an immaterial goodwill adjustment or an amount attributable to the Delivery Partner's breach.

6.5 The Delivery Partner will invoice Sensei monthly in arrears in accordance with the Client Schedule. Sensei will pay each valid, undisputed invoice within 14 days, but only to the extent Sensei has received the corresponding Client payment in cleared funds.

6.6 Where Sensei receives an annual or other advance Client payment, the Delivery Fee and any Active Delivery Commission will nevertheless be released and paid to the Delivery Partner in monthly instalments over the service period, conditional on the Delivery Services being properly performed. Sensei is not required to pay the annual amount to the Delivery Partner as a lump sum.

6.7 Where the Client pays monthly, no Delivery Fee or commission is due for an unpaid Client instalment unless Sensei later receives it. If a payment is later refunded, credited or charged back, Sensei may recover the related overpayment or set it off against future sums, except to the extent caused solely by Sensei's breach.

6.8 Although Sensei is the contracting supplier to the Client, the Delivery Partner remains responsible to Sensei for the Delivery Services and for its personnel's acts, omissions, advice and representations. Clauses 16 and 17 allocate that risk between Sensei and the Delivery Partner.

6B. Model 2: Sensei invoices Platform Fees; Partner invoices Delivery Fees

6.9 Under Model 2, Sensei contracts with and invoices the Client for Platform Services. The Delivery Partner separately contracts with and invoices the Client for Delivery Services.

6.10 Each party controls and bears the credit risk of its own Client invoice. Payment to one party does not discharge an amount due to the other. Neither party guarantees the other's debt, although each will provide reasonable factual cooperation with collection and may coordinate proportionate suspension where contractually permitted.

6.11 Sensei is responsible to the Client only for the Platform Services under Sensei's Client Contract. The Delivery Partner is solely responsible for its Delivery Services and collecting its Delivery Fees.

6.12 For a Partner-Sourced Client, Sensei will pay Active Delivery Commission on Net Platform Receipts. No platform commission is payable for a Sensei-Sourced Client unless the Client Schedule expressly states otherwise.

6.13 The Delivery Partner will invoice Sensei monthly for commission shown in Sensei's statement, and Sensei will pay a valid, undisputed invoice within 14 days.

6C. Model 3: Partner invoices the Client and pays Sensei

6.14 Under Model 3, the Delivery Partner contracts with and invoices the Client for the Services. Sensei supplies Platform Services to the Delivery Partner for onward supply to the Client at the applicable Partner Rate Card price recorded in the Client Schedule.

6.15 The Delivery Partner may set its Client-facing price and may, but is not required to, disclose the breakdown between Platform Fees and Delivery Fees.

6.16 Sensei will invoice the Delivery Partner in accordance with the Client Schedule. The Delivery Partner must pay each valid, undisputed invoice within 14 days regardless of whether or when the Client pays the Delivery Partner.

6.17 The Delivery Partner bears Client credit risk and is responsible for Client contracting, invoicing, collection, refunds and compliance with tax and invoicing requirements.

6.18 Failure to pay Sensei may result in suspension or termination of the affected Client's Platform access after any notice required by these Terms or the Client Schedule. Suspension does not waive accrued fees or fees due for a Committed Term.

6.19 No separate platform commission is payable under Model 3 because the Partner Rate Card price is the wholesale commercial arrangement, unless the Client Schedule expressly states otherwise.

6.20 The Delivery Partner may supply the Platform as a standalone LMS, but must remain responsible for initial setup and first-line Client support. If it wants no sales, onboarding, delivery or first-line support involvement, the opportunity must instead be treated as a Referral-Only Arrangement under clause 7.

7. Referral-Only Arrangements

7.1 A Delivery Partner may make a straight referral to Sensei. Sensei will handle the sales process, Client Contract, Client billing, onboarding, Platform supply and ongoing Client relationship.

7.2 The Delivery Partner receives platform commission only and no Delivery Fee. The Client Schedule must state the commission rate and duration. If it does not, the default is 20% of Net Platform Receipts for the first 12 months of the Client's paid Platform Services and 10% thereafter while the Client continues paying for substantially continuous Platform Services.

7.3 A prospect is attributed to the Delivery Partner only if identified to Sensei in writing before Sensei was already in an active sales process with that prospect, or through a unique referral route accepted by Sensei.

7.4 Sensei may reject an opportunity, determine pricing and contract terms, and decide whether to proceed. No commission arises until Sensei receives Client payment.

8. Commission and statements

8.1 For a Partner-Sourced Client under Model 1 or Model 2, Active Delivery Commission is payable while the Delivery Partner continues to deliver or support the Platform as required by the Client Schedule.

8.2 If the Delivery Partner ceases working with a Partner-Sourced Client but the Client remains a paying Platform Client, the Active Delivery Commission ends and Continuing Commission becomes payable. Delivery Fees end when delivery ends, except for accrued fees and amounts remaining payable for a Committed Term.

8.3 Commission continues only while the Client pays for substantially continuous Platform Services. A temporary suspension or payment gap of up to 90 days does not by itself break continuity, but commission does not accrue on unpaid amounts.

8.4 Commission may be withheld or cease where the Client relationship resulted from fraud, misleading conduct, unauthorised commitments or material breach by the Delivery Partner, or where the Client terminated because of the Delivery Partner's serious misconduct, persistent non-performance, unlawful act or material data or security failure.

8.5 Within 10 Business Days after each month in which commission becomes payable, Sensei will provide a statement showing relevant Net Platform Receipts and commission. The Delivery Partner will submit a valid VAT invoice where required. Sensei will pay an undisputed invoice within 14 days.

8.6 Sensei may set off against amounts payable to the Delivery Partner any undisputed amount or finally determined liability owed by the Delivery Partner to Sensei.

9. Delivery Partner responsibilities

9.1 The Delivery Partner will perform the Delivery Services with reasonable skill, care, diligence and professionalism and in accordance with these Terms, the Client Schedule, applicable Client Contract provisions notified to it, Sensei's reasonable instructions and applicable law.

9.2 Before providing Services, the Delivery Partner and relevant personnel must complete the accreditation or onboarding training reasonably required by Sensei and remain familiar with material Platform changes.

9.3 Except in a Referral-Only Arrangement or where a Client Schedule states otherwise, the Delivery Partner will:

• lead or support Client mobilisation, initial setup and administrator onboarding;
• act as the Client's first operational support contact and resolve delivery or administration queries within its control;
• agree and administer appropriate learning plans, assignments, pathways, campaigns and communications;
• manage authorised starters, leavers, user changes and licence limits using approved processes;
• monitor engagement and completion, provide agreed reports and review meetings, and record agreed actions;
• keep accurate records of material instructions, changes, complaints and decisions;
• escalate technical, billing, content, contractual, safeguarding, security and data issues promptly to Sensei; and
• provide a prompt and orderly handover when its involvement ends.

9.4 The Delivery Partner must not make legal or regulatory assurances on Sensei's behalf, promise unapproved functionality or terms, or use Client Data outside the authorised service purpose.

9.5 The Delivery Partner is responsible for its personnel and approved subcontractors as if their acts and omissions were its own.

9.6 The Delivery Partner must promptly notify Sensei of any complaint, threatened claim, regulatory enquiry, security concern, material delivery failure or circumstance likely to harm a Client relationship or Sensei's reputation.

10. Sensei responsibilities

10.1 Sensei will provide the Platform Services described in the Client Schedule and applicable Client Contract.

10.2 Sensei is responsible for operating, hosting, maintaining and supporting the Platform, managing its content catalogue, controlling Platform access and resolving technical Platform issues.

10.3 Sensei will provide reasonable product information, onboarding and support to enable the Delivery Partner to perform its obligations.

10.4 Sensei may update the Platform or content from time to time. It will not materially reduce the core service purchased by an active Client during a Committed Term without reasonable notice or a reasonable alternative, except where required for legal, security or third-party licensing reasons.

10.5 Sensei may communicate directly with any Client where reasonably necessary for contracts, billing, technical support, security, data protection, service continuity, product feedback or protection of legitimate interests. Where practical, Sensei will keep the Delivery Partner informed.

11. Additional HR Services

11.1 The Delivery Partner is free to offer Additional HR Services to a Client, regardless of which party sourced or invoices that Client.

11.2 Unless expressly included in a Model 1 Client Contract and Client Schedule, Additional HR Services are contracted and invoiced directly between the Delivery Partner and the Client, are delivered entirely at the Delivery Partner's risk and responsibility, and do not form part of Sensei's obligations.

11.3 The Delivery Partner must clearly distinguish Additional HR Services and must not imply that Sensei provides, supervises, endorses or accepts liability for them.

11.4 Client Data obtained through the Platform must not be used for Additional HR Services unless the Client has authorised the use and the Delivery Partner has an appropriate lawful basis and privacy information.

12. Client relationships and non-circumvention

12.1 Client source and billing entity are separate matters. Sensei may be the billing entity for a Partner-Sourced Client, and the Delivery Partner may be the billing entity for an opportunity developed jointly, where the Client Schedule so provides.

12.2 Neither party will deliberately restructure, divert or conceal a Client arrangement for the principal purpose of avoiding an agreed Delivery Fee, commission or Platform Fee.

12.3 Sensei may contract with and supply Platform Services directly to a Partner-Sourced Client after the Delivery Partner stops working with it. That is not circumvention provided Continuing Commission is honoured where due.

12.4 The Delivery Partner may continue supplying Additional HR Services to a Client after Platform or Delivery Services end, subject to confidentiality, data protection and restrictions on use of Sensei materials.

12.5 The parties will cooperate in an orderly handover and avoid conduct likely to cause unnecessary Client disruption.

13. Personnel, subcontractors and insurance

13.1 Each party will ensure that personnel used for its obligations are suitably skilled, trained, supervised and bound by appropriate confidentiality and data duties.

13.2 The Delivery Partner may not subcontract a material part of Delivery Services or allow another organisation to access Client Data without Sensei's prior written approval. Approval does not relieve the Delivery Partner of responsibility.

13.3 The Delivery Partner will maintain professional indemnity, public liability and cyber or data liability insurance appropriate to its activities and risks and will provide reasonable evidence on request. No minimum policy amount applies unless stated in a Client Schedule.

14. Data protection and information security

14.1 Each party will comply with Data Protection Legislation. The parties acknowledge that legal roles depend on the facts and cannot be determined solely by labels in these Terms.

14.2 For Client User data processed through the Platform, the Client will usually be controller, Sensei processor, and the Delivery Partner an authorised user and, to the extent it processes that data on behalf of Sensei or the Client, a sub-processor or processor. Schedule 3 applies whenever the Delivery Partner acts as processor or sub-processor.

14.3 Each party is an independent controller for personal data it processes for its own administration, legal compliance, billing, relationship management, permitted marketing or defence of claims.

14.4 The Delivery Partner must use only authorised accounts, keep credentials secure, use multi-factor authentication where available, apply least-privilege access, use secure devices and promptly remove access no longer required.

14.5 The Delivery Partner must notify Sensei without undue delay and within 24 hours of becoming aware of an actual or credibly suspected personal data breach, unauthorised access, credential loss or material security incident affecting Client Data.

14.6 The Delivery Partner may not transfer Client Data outside the United Kingdom, appoint a sub-processor or use Client Data for another purpose without the prior written approval and safeguards required by Schedule 3.

14.7 The current statutory framework is summarised by the UK Government at gov.uk/data-protection and by the Information Commissioner's Office. Those summaries are guidance only; Data Protection Legislation prevails.

15. Confidentiality, intellectual property and branding

15.1 Each party will protect the other's Confidential Information, use it only for these Terms and disclose it only to personnel, advisers, insurers and approved subcontractors who need to know and are bound by appropriate duties, or where law requires disclosure.

15.2 Confidential Information excludes information demonstrably known without restriction, independently developed, lawfully received from a third party, or publicly available other than through breach.

15.3 Confidentiality continues for five years after termination and indefinitely for trade secrets, credentials, security information and personal data.

15.4 Sensei and its licensors retain all intellectual property rights in the Platform, course content, technology, templates, brand, documentation and pre-existing materials.

15.5 The Delivery Partner and its licensors retain rights in its pre-existing methodologies, consultancy tools, brand, HR materials and know-how.

15.6 Each party grants the other a non-exclusive, non-transferable, revocable, royalty-free licence during an active engagement to use approved materials and branding only to market, sell and deliver the Services.

15.7 Sensei and the Client may use Client-specific reports, plans and communications created for the Services. The Delivery Partner retains its underlying templates and know-how.

15.8 Neither party may alter the other's branding or publish a case study, testimonial, press release or public announcement naming the other or a Client without prior written approval.

16. Compliance, warranties and partner responsibility

16.1 Each party warrants that it has authority to enter into and perform these Terms and will comply with laws applicable to its obligations, including anti-bribery, sanctions, equality, employment, tax and data protection laws.

16.2 Sensei warrants that it has the right to supply the Platform Services and licences expressly granted under these Terms.

16.3 The Delivery Partner warrants that it has the skill, capacity, permissions, accreditation and insurance required to perform Delivery Services and Additional HR Services.

16.4 Except as expressly stated, implied terms are excluded to the fullest extent permitted by law. Sensei does not warrant uninterrupted or error-free operation or any particular learning, legal, commercial or behavioural result.

16.5 Where Sensei invoices or contracts with the Client for Delivery Services, the Client may still have contractual rights against Sensei. As between Sensei and the Delivery Partner, however, the Delivery Partner is responsible for loss, claims, refunds and service failures to the extent caused by its Delivery Services, personnel, subcontractors, advice, commitments, breach or negligence.

17. Indemnities and liability

17.1 The Delivery Partner will indemnify Sensei against third-party claims, Client refunds or credits, regulatory costs, replacement delivery costs and reasonable professional expenses to the extent arising from:

• unauthorised commitments, advice or misrepresentations by the Delivery Partner;
• negligent, unlawful or materially defective Delivery Services or Additional HR Services;
• the Delivery Partner's breach of confidentiality, data protection or information security obligations;
• the acts or omissions of the Delivery Partner's personnel or subcontractors; or
• an allegation that materials supplied by the Delivery Partner infringe third-party intellectual property rights.

17.2 Sensei will indemnify the Delivery Partner against a third-party claim that the unmodified Platform or Sensei-provided course content infringes United Kingdom intellectual property rights, except to the extent caused by unauthorised use, alteration, combination or continued use after a reasonable alternative is supplied.

17.3 A party seeking an indemnity must notify the other promptly, cooperate reasonably and allow the indemnifying party to control the defence and settlement, provided that no settlement admits liability or imposes a non-monetary obligation on the protected party without consent.

17.4 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, deliberate unlawful conduct, payment obligations, or liability that cannot lawfully be limited.

17.5 Neither party is liable for indirect or consequential loss or for loss of anticipated profit, revenue, goodwill, opportunity or savings. This does not prevent recovery of direct Client refunds, direct replacement service costs or amounts properly payable under an indemnity.

17.6 Subject to clauses 17.4 and 17.7, each party's total aggregate liability arising from a Client Schedule will not exceed the total fees paid or payable under that Client Schedule in the 12 months before the event giving rise to liability.

17.7 For breach of confidentiality, data protection, information security or intellectual property obligations, and for the indemnities in clauses 17.1 and 17.2, the cap is 200% of the amount calculated under clause 17.6.

17.8 Liability arising outside a specific Client Schedule is capped at the total amounts paid or payable between the parties under all Client Schedules in the preceding 12 months, with the 200% cap in clause 17.7 applying to the risks listed there.

17.9 The limitations allocate commercial risk between two businesses and reflect the fees, available insurance and nature of the Services. They apply to contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and otherwise, to the fullest extent permitted by law.

18. Payment administration

18.1 Invoices must contain sufficient information to identify the Client, Client Schedule, service period, fee type and VAT treatment.

18.2 A party disputing an invoice must notify the other promptly, explain the dispute in reasonable detail and pay the undisputed portion by the due date.

18.3 A party may charge statutory interest, fixed compensation and reasonable recovery costs available under applicable law on overdue undisputed commercial debts.

18.4 Payment obligations are not excused by force majeure, Client non-payment (except where Model 1 expressly makes partner payment conditional on Client receipt), termination or a dispute unrelated to the invoiced amount.

19. Records, audit and complaints

19.1 Each party will keep accurate records sufficient to demonstrate performance, Client approvals, pricing, payments and compliance.

19.2 No more than once in any 12-month period, the Delivery Partner may on 10 Business Days' notice request reasonable evidence supporting commission calculations for a named Client. This does not extend to unrelated Client information or Sensei's confidential margins.

19.3 Sensei may audit the Delivery Partner's delivery, security, data and programme compliance on reasonable notice, or promptly following a serious incident, credible complaint or regulatory request. Audits must be proportionate and minimise disruption.

19.4 The Delivery Partner will cooperate with Client complaints and provide information reasonably needed to investigate, respond, remedy service failure and meet regulatory obligations.

20. Suspension

20.1 Sensei may suspend Platform access, a Client account or the Delivery Partner's administrative access where reasonably necessary for non-payment, security, legal compliance, Client instruction, suspected misuse, material breach or protection of the Platform or another user.

20.2 Where reasonably practicable, Sensei will give advance notice and an opportunity to remedy. Immediate suspension is permitted for urgent security, legal, misuse or reputational risk.

20.3 The Delivery Partner may not suspend or abandon Delivery Services without reasonable notice and cooperation, except where continuing would be unlawful or create a serious and immediate risk.

20.4 Suspension does not terminate these Terms, waive accrued rights or remove payment obligations for a Committed Term.

21. Term and termination

21.1 These Terms begin on the Effective Date and continue until terminated.

21.2 Either party may terminate the overall partner relationship on 30 days' written notice. Active Client Schedules continue until expiry or separate termination unless the parties agree an orderly transfer or continuation is impracticable, unlawful or materially harmful.

21.3 Either party may terminate these Terms or an affected Client Schedule immediately by written notice if the other:

• commits a material breach incapable of remedy;
• fails to remedy a remediable material breach within 14 days after written notice;
• becomes insolvent, ceases trading or enters a formal insolvency process;
• commits fraud, bribery, serious misconduct or a serious data or security breach;
• repeatedly fails to pay undisputed invoices when due; or
• acts in a way reasonably likely to cause serious harm to the other party, a Client, the Platform or the programme's reputation.

21.4 A Client Schedule may be terminated according to its terms and the relevant Client Contract. Early cancellation does not remove amounts payable for a Committed Term under clause 4.4.

22. Consequences of termination

22.1 Termination does not affect accrued rights, unpaid amounts or provisions intended to survive.

22.2 On termination or expiry of a Client Schedule, the Delivery Partner will cooperate in an orderly transition for up to 20 Business Days, provide current operational records reasonably required for continuity, return or delete Client Data and Sensei materials as instructed, cease holding itself out as the provider for that Client, and submit its final invoice promptly.

22.3 Transition work within the existing service scope is included. Material additional work is charged at an agreed reasonable rate.

22.4 For Partner-Sourced Clients, Continuing Commission survives termination where clause 8 applies. It may cease under clause 8.4.

22.5 Sensei may withhold only genuinely disputed sums reasonably connected with a Delivery Partner breach pending resolution and must pay all undisputed amounts.

22.6 Payment, commission, confidentiality, data protection, intellectual property, liability, records, dispute resolution and general clauses survive to the extent necessary.

23. Changes to online Terms

23.1 Sensei may update these online Terms by giving reasonable notice to the Delivery Partner's notified email address. Changes take effect on the stated date.

23.2 A material change will not retrospectively alter the fees, Committed Term or core risk allocation of an existing Client Schedule during its current term unless required by law, security needs, a third-party licence change, or agreed in writing.

23.3 If the Delivery Partner does not accept a material change, it may terminate the overall relationship before the change takes effect, but active Client Schedules remain governed as stated in clause 21.2.

24. Disputes

24.1 A material dispute will first be referred to a senior representative of each party, who will meet or speak within 10 Business Days and attempt in good faith to resolve it.

24.2 If unresolved within 20 Business Days after referral, either party may propose mediation before court proceedings. This does not prevent urgent injunctive relief, debt recovery or steps needed to protect data, intellectual property, a Client or service continuity.

25. General

25.1 Neither party may assign these Terms or a Client Schedule without the other's prior written consent, not to be unreasonably withheld, except that Sensei may assign them as part of a bona fide sale, reorganisation or transfer of the Platform business.

25.2 A party is not liable for delay caused by events beyond its reasonable control if it notifies the other and mitigates the effect. Payment obligations and data security duties are not excused.

25.3 Contractual notices must be sent by email to the addresses in the Application or these Terms. Termination and material breach notices must also be sent by recorded delivery to the notified registered or principal address where reasonably practicable.

25.4 No waiver is effective unless in writing. A delay or failure to exercise a right is not a waiver. If a provision is invalid or unenforceable, it is modified to the minimum extent necessary or deleted, and the remainder continues.

25.5 These Terms, the Application and Client Schedules constitute the entire agreement about their subject matter and replace earlier understandings. Neither party relies on statements not included in them, but liability for fraud is not excluded.

25.6 A person who is not a party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

25.7 These Terms and non-contractual obligations arising from them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to clause 24.

Schedule 1 - Client Engagement Schedule

Complete and approve one schedule for each Client. The schedule records the commercial arrangement even where the Client sees a single combined price.

A. Commercial terms

B. Platform and licences

C. Delivery Services

D. Client-facing presentation and contacts

E. Data protection and security

F. Variations and approval

Schedule 2 - Minimum Delivery and Support Standard

This Schedule applies except for a Referral-Only Arrangement or to the extent the Client Schedule expressly varies it.

1. Mobilisation and setup

• Attend or lead an appropriate mobilisation meeting.
• Confirm administrators, authorised contacts, user-data requirements, learning priorities, support routes and reporting expectations.
• Coordinate Client and user onboarding using approved templates and secure data-transfer methods.
• Explain responsibilities, operating arrangements and the delivery timetable.

2. Learning planning and administration

• Translate agreed objectives into practical assignments, pathways, campaigns or communications within the purchased package.
• Maintain authorised user groups, assignments and administrative settings.
• Process authorised starters, leavers and material changes within the agreed response target.
• Do not exceed licence, content or service limits without written approval.

3. Communications and engagement

• Issue or coordinate agreed launch, reminder, manager and campaign communications.
• Use professional, accurate wording and distinguish guidance from legal advice.
• Escalate low engagement, non-completion and Client blockers with practical recommendations.
• Do not use Client User data for marketing unless expressly authorised and legally permitted.

4. Reporting and reviews

• Provide the frequency and format stated in the Client Schedule.
• Check reports for obvious inaccuracies before issue.
• Explain completion, engagement and exception data without giving unauthorised compliance assurances.
• Record and follow up agreed actions.

5. First-line support and escalation

• Act as first operational contact, including for a standalone LMS supply under Model 3.
• Resolve delivery, navigation and administration queries within the Delivery Partner's control.
• Escalate technical faults, content issues, security concerns, billing disputes and contractual requests promptly.
• Keep the Client appropriately informed on material issues.

6. Continuity and handover

• Maintain records sufficient for another authorised person to continue the service.
• Cooperate if the Client self-manages or another delivery provider is appointed.
• Provide a final status report and return or delete data as required.

Schedule 3 - Data Processing Terms

These terms apply whenever the Delivery Partner processes personal data on behalf of Sensei or a Client as processor or sub-processor. They are intended to include the mandatory contractual requirements applying under Article 28 of the UK GDPR as amended from time to time.

1. Processing particulars

2. Instructions and legal roles

S3.2.1 The Delivery Partner will process personal data only on documented instructions from Sensei or the relevant controller, including these Terms, the Client Schedule, authorised Platform workflows and lawful written instructions.

S3.2.2 If the Delivery Partner believes an instruction breaches Data Protection Legislation, it will notify Sensei promptly and may suspend the affected processing while the instruction is clarified.

S3.2.3 If law requires processing beyond instructions, the Delivery Partner will notify Sensei before processing unless prohibited by law.

S3.2.4 If the Delivery Partner determines the purposes and means of processing outside authorised instructions, it is responsible as controller for that processing without reducing any breach of these Terms.

3. Confidentiality and personnel

S3.3.1 The Delivery Partner will ensure that authorised persons are bound by confidentiality, receive appropriate training and access only data needed for their role.

S3.3.2 It will keep access under review and revoke it promptly when no longer required.

4. Security

S3.4.1 The Delivery Partner will implement technical and organisational measures appropriate to the risk, including as appropriate:

• unique accounts, strong authentication and multi-factor authentication where available;
• secure, supported, patched and access-controlled devices;
• encryption in transit and where appropriate at rest;
• least-privilege access and periodic access review;
• secure transfer, storage and deletion of user lists and reports;
• malware protection, appropriate backup and recovery arrangements; and
• staff awareness, confidentiality and incident-response procedures.

5. Personal data breaches

S3.5.1 The Delivery Partner will notify Sensei without undue delay and within 24 hours of becoming aware of an actual or credibly suspected personal data breach.

S3.5.2 As information becomes available, notice will describe the incident, affected data and people, likely consequences, containment, contact details and information reasonably needed for notification or remediation.

S3.5.3 The Delivery Partner will preserve evidence, cooperate with investigation and remediation, and will not notify the Client, individuals, the ICO or another regulator unless instructed or legally required.

6. Assistance

S3.6.1 Taking account of the processing and information available, the Delivery Partner will reasonably assist with:

• requests to access, correct, erase, restrict, object to or port personal data;
• security and breach obligations and notifications;
• data protection impact assessments and prior consultation;
• Client, auditor and regulator enquiries; and
• demonstrating compliance with Data Protection Legislation.

7. Sub-processors and international transfers

S3.7.1 The Delivery Partner will not appoint a sub-processor without Sensei's prior specific or general written authorisation. Under a general authorisation it must give reasonable advance notice of changes so Sensei can object on reasonable data-protection grounds.

S3.7.2 An approved sub-processor must be bound by written terms providing at least equivalent protection and the mandatory processor obligations. The Delivery Partner remains fully responsible for its performance.

S3.7.3 The Delivery Partner will not make or permit an international transfer without prior written approval and a lawful transfer mechanism and supplementary safeguards where required.

8. Return, deletion, records and audits

S3.8.1 At the controller's choice communicated through Sensei, the Delivery Partner will return or securely delete personal data at the end of the Services and delete existing copies unless law requires retention.

S3.8.2 Legally retained data must be isolated, protected, used only for the retention purpose and deleted when the requirement ends. Backup copies may remain until the next secure deletion cycle if put beyond use and protected.

S3.8.3 The Delivery Partner will maintain records and provide information reasonably needed to demonstrate compliance.

S3.8.4 It will allow and contribute to proportionate audits and inspections by Sensei, the relevant controller or their authorised auditor on reasonable notice. Routine audits will normally occur no more than annually, except after an incident, regulatory request or credible evidence of non-compliance.

S3.8.5 Each party bears its routine audit costs. The Delivery Partner will reimburse reasonable additional audit and remediation costs where a material breach by it is identified.

Schedule 4 - Suggested application acceptance wording

The following wording may be placed beside the mandatory acceptance checkbox on the Delivery Partner application form:

Recommended form controls:

• Use an unticked mandatory checkbox; do not rely on a pre-ticked box.
• Link directly to the version of the Terms being accepted.
• Capture the applicant legal name, representative name, date/time, submitted email address and Terms version.
• Keep an auditable copy of the submitted application and the Terms version in force at acceptance.