Terms and Conditions

Business terms for Foremates customers

Luduslabs Ltd · trading as Foremates

Version: October 2026

These Terms and Conditions are entered into between Luduslabs Ltd, company number 16312935, with registered office at 132 Kennel Lane, Billericay, England, CM11 2SU (“Foremates”, “we”, “us”) and the customer identified in an Order Form (“Customer”).

These Terms and Conditions are for business customers only. They are designed to support customers internationally while using England and Wales as the contractual governing law.

1. Agreement structure

The agreement between Foremates and Customer consists of:

(a) each signed or accepted Order Form;

(b) these Terms and Conditions;

(c) the Foremates Data Processing Agreement (“DPA”), where Foremates processes personal data on Customer’s behalf;

(d) any service-specific schedule expressly incorporated into an Order Form; and

(e) documents expressly incorporated by reference.

If there is a conflict, the following order of precedence applies unless an Order Form expressly states otherwise: Order Form, service-specific schedule, DPA for data-protection matters, these Terms and Conditions.

Terms contained in a Customer purchase order or vendor portal do not amend this Agreement unless expressly accepted in writing by an authorised Foremates representative.

2. Orders and scope

An Order Form identifies the products, subscription period, fees, usage or event scope and any agreed special terms.

Foremates may provide products including Foremates Events, Groups, Club, Player, AI-enabled features and related services as described in the applicable Order Form.

Customer affiliates may purchase services under separate Order Forms. Unless otherwise stated, each Order Form creates a contract between Foremates and the legal entity named as Customer in that Order Form.

3. Access and authorised users

Foremates grants Customer a limited, non-exclusive, non-transferable right during the subscription term to access and use the contracted Service for Customer’s internal business, club, event and participant-management purposes.

Customer may permit its employees, contractors, volunteers, members, players, guests and event participants to use the Service where relevant to the contracted use.

Customer is responsible for:

• identifying administrators;
• keeping admin credentials secure;
• assigning appropriate permissions;
• removing access when no longer required; and
• activity carried out by its authorised users, except to the extent caused by Foremates’ breach.

Customer must not resell or sublicense the Service unless an Order Form expressly permits managed-event or agency use.

4. Customer responsibilities

Customer will:

• use the Service lawfully and in accordance with documentation;
• provide accurate information reasonably required for implementation and support;
• obtain permissions and lawful bases required for Customer Data;
• give participants any privacy or event notices Customer is responsible for;
• ensure competition formats, rules, handicaps and eligibility requirements supplied by Customer are correct;
• maintain appropriate connectivity, devices and operational contingency for live events; and
• promptly notify Foremates of suspected security incidents or unauthorised access involving Customer accounts.

Customer must not use the Service to store or process unlawful content, malware or data that Customer is not entitled to process.

5. Implementation, events and support

Foremates will provide the Service with reasonable skill and care.

Any onboarding, configuration, event support, data migration, training or professional services are described in the Order Form.

Customer acknowledges that live golf events can depend on mobile coverage, player devices, third-party course data and other factors outside Foremates’ control. The parties will cooperate on reasonable event-day contingency planning for material events where support is included.

Unless an Order Form states a specific service level, support targets are operational targets rather than guaranteed service levels.

6. Fees, invoicing and taxes

Customer will pay the fees stated in the Order Form.

Unless the Order Form states otherwise:

• fees are invoiced in advance for subscription services;
• one-off event or professional-service fees are invoiced as stated in the Order Form;
• invoices are payable within 30 days of invoice date;
• fees are exclusive of VAT, sales tax, use tax and similar transaction taxes; and
• Customer is responsible for applicable taxes other than taxes on Foremates’ net income.

Customer may withhold a genuinely disputed amount while the parties resolve the dispute in good faith, but undisputed amounts remain payable.

Foremates may charge reasonable interest and recovery costs on overdue undisputed amounts to the extent permitted by law.

7. Trials and beta services

A trial, pilot, preview or beta service may be subject to usage limits, additional conditions and a stated end date.

Unless the Order Form states otherwise, trial and beta services are provided for evaluation, may change rapidly and are excluded from service commitments.

Foremates will still apply reasonable security and data-protection measures to personal data processed during a trial.

8. Intellectual property

Foremates and its licensors retain all intellectual-property rights in the Service, software, product designs, workflows, documentation, branding, models, algorithms, improvements and underlying technology.

Customer retains all intellectual-property rights it owns in Customer Data, Customer branding and materials supplied to Foremates.

Customer grants Foremates a non-exclusive, worldwide licence during the term to host, copy, process, display and adapt Customer Data and Customer materials solely as necessary to provide, secure, support and improve the contracted Service in accordance with the Agreement.

Feedback may be used by Foremates without restriction provided it does not identify Customer or disclose Customer Confidential Information.

9. Customer Data

“Customer Data” means data, content and materials submitted to the Service by or for Customer, including event, player and participant information.

As between the parties, Customer owns Customer Data.

Foremates will not use Customer Data to train a general-purpose third-party AI model unless Customer has expressly agreed to that use in writing.

Foremates may create and use aggregated or de-identified information that does not identify Customer or any individual to operate, secure, benchmark and improve the Service, subject to applicable law.

10. AI-enabled features

If Customer enables an AI feature:

• AI output may be inaccurate or incomplete and should be reviewed by an appropriate person;
• Customer remains responsible for decisions, event rules, communications and actions taken using AI output;
• Customer must not submit content it is not entitled to process or disclose;
• Foremates will disclose any third-party AI provider that processes Customer Personal Data as a Subprocessor where required; and
• Foremates will use commercially reasonable settings and contractual controls designed to prevent provider use of Customer Personal Data for unrelated model training where such options are available and applicable.

AI features are assistive tools and do not replace professional legal, financial, medical, safety or governing-body advice.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential, including product roadmaps, pricing, security information, customer data, business plans and technical information.

Recipient will:

• use Confidential Information only for the Agreement;
• protect it with at least reasonable care;
• disclose it only to personnel, affiliates, advisers and contractors who need it and are bound by confidentiality obligations; and
• not disclose it to a third party except as permitted by this Agreement or required by law.

Confidential Information does not include information Recipient can demonstrate was lawfully known without restriction, independently developed, rightfully received from a third party, or becomes public through no breach.

If disclosure is legally required, Recipient will give reasonable prior notice where lawful and cooperate to limit disclosure.

These obligations continue for five years after disclosure, except trade secrets and personal data remain protected for so long as required by law or their nature.

12. Data protection and security

Each party will comply with applicable Data Protection Laws.

Where Foremates acts as Processor for Customer Personal Data, the DPA applies.

Foremates will maintain appropriate technical and organisational security measures and will provide reasonable information about those measures on request.

Customer is responsible for its own lawful collection, permissions, notices, retention decisions and user-access configuration.

13. Third-party services and integrations

The Service may use or integrate with third-party services such as payment providers, app stores, mapping services, authentication providers, communications tools and golf-data providers.

Foremates is responsible for its Subprocessors to the extent stated in the DPA, but is not responsible for a third-party service contracted directly by Customer or for failures caused solely by a third-party system outside Foremates’ reasonable control.

Customer authorises Foremates to exchange data with an integration that Customer enables as necessary to provide that integration.

14. Warranties

Foremates warrants that during a paid subscription term:

• the Service will materially conform to its then-current documentation;
• Foremates will perform included professional services with reasonable skill and care; and
• Foremates has authority to enter into the Agreement.

Customer warrants that:

• it has authority to enter into the Agreement;
• it has the rights and lawful basis necessary for Customer Data and Customer materials; and
• its instructions will not knowingly require Foremates to violate applicable law.

If Foremates materially breaches the service warranty and does not remedy the breach within a reasonable period after notice, Customer’s primary remedy is correction, re-performance or, if those are not reasonably possible, termination of the materially affected Service and refund of prepaid unused fees for that Service.

Except as expressly stated and to the extent permitted by law, other implied warranties are excluded.

15. Indemnities

Foremates will defend Customer against a third-party claim that Customer’s authorised use of the paid Service infringes that third party’s UK, EU or US patent, copyright or registered trademark, and will pay damages finally awarded or agreed in settlement, provided Customer promptly notifies Foremates, gives Foremates control of the defence and reasonably cooperates.

Foremates has no obligation to the extent a claim results from Customer Data, Customer instructions, unauthorised modification, use with items not supplied or approved by Foremates where the combination creates the claim, or continued use after Foremates offers a non-infringing alternative.

If an infringement claim is likely, Foremates may procure continued rights, modify or replace the affected element, or terminate the affected Service and refund prepaid unused fees.

Customer will defend Foremates against third-party claims arising from Customer Data or materials that infringe third-party rights, or Customer’s unlawful use of the Service, on equivalent notice, control and cooperation terms.

16. Limitation of liability

Nothing in the Agreement limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• liability that cannot lawfully be limited or excluded; or
• Customer’s obligation to pay undisputed fees properly due.

Subject to the above, neither party is liable for indirect or consequential loss, or for loss of profits, revenue, anticipated savings or goodwill, except where those losses form part of a third-party claim covered by an indemnity.

Subject to the above, each party’s total aggregate liability arising out of or in connection with an Order Form in any 12-month period will not exceed the fees paid or payable under that Order Form for the 12 months preceding the event giving rise to liability.

For liability arising from breach of confidentiality, data-protection obligations or an indemnity under section 15, the aggregate cap is two times that amount.

If the relevant Order Form has been in force for less than 12 months, the cap is calculated using fees paid or payable for the initial 12-month committed term.

Nothing in this section limits rights or remedies to the extent a limitation is prohibited by applicable law.

17. Suspension

Foremates may suspend affected access if reasonably necessary to address:

• a material security risk;
• unlawful use;
• a serious or repeated breach;
• non-payment of an undisputed overdue invoice after reasonable notice; or
• a legal or regulatory requirement.

Foremates will limit suspension to what is reasonably necessary and restore access promptly once the reason is resolved.

18. Term, automatic renewal and termination

These Terms and Conditions take effect on the effective date of the first Order Form and remain in effect while an Order Form is active.

Each Order Form has the term stated in it.

Automatic renewal. Unless the relevant Order Form expressly states otherwise, each subscription Order Form automatically renews at the end of its initial term and each subsequent renewal term for a further 12 months, without either party needing to sign a new Order Form.

Notice of non-renewal. Either party may prevent automatic renewal by giving the other party at least 60 days’ written notice before the end of the then-current term, in accordance with section 24. If that notice is not given on time, the subscription automatically renews for the next 12-month term.

Either party may terminate an Order Form or the Agreement for material breach if the breach is not cured within 30 days after written notice, or sooner if the breach is incapable of cure.

Either party may terminate immediately if the other becomes insolvent, ceases business or enters an analogous formal insolvency process, subject to applicable law.

19. Effect of termination

On termination:

• Customer’s right to use the terminated Service ends;
• accrued payment obligations remain due;
• each party will return or destroy the other’s Confidential Information where reasonably requested, subject to lawful retention;
• Customer may request export or return of Customer Data as provided in the DPA; and
• Foremates will delete Customer Personal Data in accordance with the DPA.

Sections intended by their nature to survive termination remain effective.

20. Publicity

Neither party may issue a press release naming the other without prior written approval.

Foremates may not use Customer’s logo as a public customer reference without Customer’s prior written consent. Consent may be given in an Order Form, email or other written approval.

21. Compliance, sanctions and anti-bribery

Each party will comply with laws applicable to its performance under the Agreement, including anti-bribery, anti-corruption, sanctions and export-control laws.

Customer will not provide access to the Service where doing so would cause Foremates to breach applicable sanctions or export restrictions.

22. Changes to the Service

Foremates may improve, update or modify the Service during the term.

Foremates will not intentionally make a change that materially reduces the core functionality purchased by Customer during a committed paid term without providing a reasonable alternative, transition or contractual remedy.

23. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations already due.

The affected party will use reasonable efforts to mitigate the impact and resume performance.

24. Notices

Legal notices under the Agreement must be in writing.

Notices to Foremates may be sent to info@luduslabs.net and the registered office stated above.

Notices to Customer may be sent to the legal or commercial contact in the Order Form.

Operational support messages are not legal notices unless clearly identified as such.

25. Assignment

Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation, financing or sale of substantially all relevant business or assets, provided the assignee assumes the Agreement.

Any assignment remains subject to applicable data-protection law.

26. General

The Agreement is the entire agreement on its subject matter and supersedes prior proposals and discussions relating to that subject matter.

A failure to enforce a right is not a waiver.

If part of the Agreement is unenforceable, it will be modified to the minimum extent necessary and the remainder continues.

No person other than a party has rights under the Contracts (Rights of Third Parties) Act 1999, except where the Agreement expressly states otherwise.

Nothing creates a partnership, joint venture, employment or agency relationship.

Electronic signatures and counterparts are valid to the extent permitted by law.

27. Governing law and jurisdiction

The Agreement and non-contractual obligations arising from it are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive or protective relief in any competent jurisdiction.

If mandatory law in a Customer jurisdiction applies despite this clause, the parties will comply with that mandatory law without otherwise changing the agreed governing law.

Related: Data Processing Agreement · Subprocessor List