B2B MASTER SERVICES AGREEMENT (MSA)

Last Updated: 7th August 2026

This Master Services Agreement (“Agreement”) is entered into between Flightline Technology Ltd (Registered address: 17 Grange Mnr, Antrim BT41 1BF, Northern Ireland, United Kingdom) (“Supplier”, “we”, “us”) and the customer identified in the Order Form (“Customer”, “Golf Club”, “you”).

1. Services & Right of Use

1.1 Subscription Grant: Subject to the terms of this Agreement and payment of applicable fees, Supplier grants Customer a non-exclusive, non-transferable right to access and use the Flightline SaaS platform and permit its authorized officers, staff, and active club members (“Authorized Users”) to access the software via mobile app or web portal solely for internal club operations and member access.

1.2 Restrictions: Customer shall not, and shall ensure Authorized Users do not: (a) reverse engineer, decompile, or disassemble the platform; (b) lease, sell, or sublicense access to third parties outside authorized members; or (c) use the platform in breach of applicable UK laws.

2. Fees, Invoicing & Payment

2.1 Fees: Customer agrees to pay the Subscription Fees set out in the applicable Order Form.

2.2 Payment Terms: All invoices are payable within 14 days of receipt via direct bank transfer or agreed electronic payment method.

2.3 Taxes: Fees are exclusive of VAT and other applicable sales taxes, which shall be added to invoices where applicable.

2.4 Late Payments: Unpaid amounts beyond 14 days may accrue interest at 4% per annum above the Bank of England base rate, and Supplier reserves the right to suspend access following 7 days’ written notice of overdue payment.

3. Term & Termination

3.1 Term: This Agreement commences on the Effective Date set out in the Order Form and continues for the Initial Term of 12 months.

3.2 Automatic Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the current term.

3.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach and fails to remedy it within 30 days of receiving written notice; or (b) enters insolvency, administration, or liquidation.

4. Service Levels & Support

4.1 Availability: Supplier shall use commercially reasonable endeavors to maintain platform availability, excluding scheduled maintenance.

4.2 Support: Supplier shall provide technical email support at support@flightline.golf and target an initial response within 24 hours of receipt during standard business operating days.

5. Intellectual Property

5.1 Supplier IP: Supplier retains all ownership, intellectual property rights, titles, and trademarks in the Flightline platform, software, and underlying code.

5.2 Customer Data: Customer retains ownership of all data uploaded or generated by Customer and its members (“Customer Data”). Customer grants Supplier a worldwide, royalty-free license to host, store, and process Customer Data solely to provide the Services.

6. Data Protection (UK GDPR)

6.1 Roles of Parties: The parties acknowledge that for the personal data of Golf Club members and end users processed via the platform, Customer is the Data Controller and Supplier is the Data Processor under the UK GDPR and Data Protection Act 2018.

6.2 Processor Obligations: Supplier agrees to: (a) process personal data solely on documented instructions from Customer; (b) maintain reasonable technical and organizational security measures; (c) assist Customer in fulfilling data subject rights requests; and (d) notify Customer without undue delay upon becoming aware of a personal data breach.

6.3 Sub-processors: Customer authorizes Supplier to engage third-party infrastructure sub-processors (e.g., cloud hosting, email service providers), subject to Supplier maintaining equivalent contractual data protection terms with each sub-processor.

7. Limitation of Liability

7.1 Exclusions: Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by Northern Irish law.

7.2 Cap on Liability: To the maximum extent permitted by law, Supplier’s total aggregate liability arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall be limited to the total fees paid or payable by Customer to Supplier in the 12 months preceding the incident giving rise to liability.

7.3 Consequential Loss: Neither party shall be liable for indirect, special, punitive, or consequential loss, or for loss of profits, revenue, or business reputation.

8. Governing Law & Dispute Resolution

8.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland.

8.2 Disputes: The courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.