Ormy · Version 1.0 · Effective 6 August 2026 · Business customers only
This Master Services Agreement ("Agreement") is made between:
Note on the contracting entity. The consumer Ormy app is sold on the App Store by Kyle Ormesher, a sole trader established in the Isle of Man. Business agreements are entered into by Turbolt LLC, the entity named below. Both are operated by the same person, and the Service is identical.
(1) Turbolt LLC, a limited liability company registered in the State of Wyoming, United States, trading as Ormy, of [REGISTERED ADDRESS] ("Supplier", "we", "us"); and
(2) the organisation named in the Order Form ("Customer", "you").
2.1 This Agreement is made up of: this document; each Order Form signed by both parties; the Data Processing Agreement; the sub-processor list; and the Service Level Agreement at Schedule 1.
2.2 Where there is a conflict, the order of precedence is: (a) the Order Form; (b) the Data Processing Agreement, on data protection matters; (c) Schedule 1; (d) this document.
2.3 Any terms on your purchase order, portal or standard conditions have no effect unless we have expressly agreed them in writing.
"Authorised User" means an individual you permit to use the Service, up to the number stated in the Order Form.
"Business Hours" means 09:00 to 17:00 UK time, Monday to Friday, excluding public holidays in the Isle of Man and England.
"Customer Data" means data entered into the Service by you or your Authorised Users.
"Service" means the Ormy application and the hosted services behind it, as described in the Order Form.
"Subscription Term" means the initial term stated in the Order Form and any renewal.
4.1 We grant you, for the Subscription Term, a non-exclusive, non-transferable right for your Authorised Users to access and use the Service for your internal business purposes, subject to this Agreement.
4.2 Authorised User accounts are personal to one individual and must not be shared. You may reassign an account when a person leaves.
4.3 We provide the Service in accordance with Schedule 1 and will perform our obligations with reasonable care and skill.
4.4 We may enhance and modify the Service. We will not materially reduce its core functionality during a paid Subscription Term without giving you at least 60 days' notice and, if the reduction materially disadvantages you, the right to terminate and receive a pro-rata refund.
Ormy is a reminder assistant. It is not a safety-critical system, a clinical system, a medical device, or a system of record.
It must not be deployed as the sole control for anything where a missed or late notification could cause harm — medication administration, clinical appointments, safeguarding obligations, statutory deadlines, or regulatory reporting. Notification delivery depends on third-party operating systems and push infrastructure and cannot be guaranteed. AI-generated output can be inaccurate.
You are responsible for ensuring the Service is suitable for the way you intend to use it, and for maintaining independent controls for anything critical. You must make this limitation clear to your Authorised Users.
You will:
7.1 Fees are set out in the Order Form and are payable in advance for each Subscription Term unless stated otherwise.
7.2 Invoices are payable within 30 days of the invoice date, in the currency stated, without set-off or deduction.
7.3 Fees are exclusive of VAT and any other applicable taxes, which you pay in addition at the prevailing rate.
7.4 We may charge interest on overdue sums at 4% per year above the Bank of England base rate, accruing daily, and may recover reasonable costs of collection.
7.5 If you exceed the number of Authorised Users in the Order Form, we will invoice for the excess pro rata for the remainder of the Subscription Term.
7.6 We may increase fees on renewal by giving at least 60 days' written notice before the end of the current Subscription Term.
8.1 This Agreement starts on the Order Form effective date and continues for the Subscription Term.
8.2 It renews automatically for successive periods equal to the initial term unless either party gives at least 30 days' written notice before the end of the current term.
8.3 Either party may terminate immediately by written notice if the other: commits a material breach that is not remediable, or is remediable but is not remedied within 30 days of written notice; or becomes insolvent, enters administration or ceases to carry on business.
8.4 We may suspend access, in whole or in part, where necessary to protect the security or integrity of the Service, where required by law, or where fees are more than 30 days overdue and we have given you 7 days' notice. We will restore access as soon as the cause is resolved.
8.5 On termination: your right to use the Service ends; you must pay all fees accrued to the termination date; and Customer Data is handled under clause 4.7 of the Data Processing Agreement. On request within 30 days of termination we will provide an export of Customer Data in a machine-readable format.
9.1 We own all intellectual property in the Service. Nothing transfers to you except the right to use it under clause 4.
9.2 You own all intellectual property in Customer Data. You grant us a licence to use it only as necessary to deliver the Service and to meet our obligations under this Agreement.
9.3 We may use aggregated, anonymised statistics derived from use of the Service to operate and improve it, provided such data cannot identify you, your Authorised Users, or any individual, and is never disclosed in a form that could.
9.4 If you give us feedback or suggestions, we may use them without restriction or payment.
10.1 Each party will keep the other's confidential information confidential, use it only for the purposes of this Agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.
10.2 This does not apply to information that is public through no breach, was already known without obligation, is independently developed, or must be disclosed by law — in which case the disclosing party will, where lawful, give notice first.
10.3 These obligations continue for 5 years after termination, and indefinitely for personal data and trade secrets.
11.1 The Data Processing Agreement is incorporated into this Agreement and governs our processing of personal data on your behalf. You are the controller; we are the processor.
11.2 Each party will comply with applicable data protection law in performing this Agreement.
12.1 Each party warrants that it has the authority to enter into this Agreement.
12.2 We warrant that the Service will perform materially in accordance with its documentation, and that we will use industry-standard measures to keep it free of malicious code.
12.3 Your exclusive remedy for breach of clause 12.2 is for us to use reasonable efforts to correct the non-conformity, or, if we cannot do so within a reasonable time, for you to terminate the affected part of the Agreement and receive a pro-rata refund of prepaid fees.
12.4 Except as expressly stated, and to the extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded. In particular we do not warrant that the Service will be uninterrupted or error-free, that any specific notification will be delivered, or that AI output will be accurate.
13.1 By us. We will defend you against any third-party claim that your permitted use of the Service infringes that third party's intellectual property rights, and pay damages finally awarded or agreed in settlement, provided you notify us promptly, give us control of the defence, and provide reasonable assistance. If the Service becomes, or we believe it may become, subject to such a claim, we may procure the right to continue using it, modify it, or terminate the affected part with a pro-rata refund.
13.2 By you. You will indemnify us against claims, losses and reasonable costs arising from: Customer Data, including any claim that it infringes rights or breaches law; your use of the Service in breach of clause 5, clause 6 or applicable law; and any claim by an Authorised User arising from your failure to give them the information required by clause 5.
14.1 Unlimited liability. Neither party limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited.
14.2 Excluded losses. Subject to 14.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, contracts, goodwill, anticipated savings, or loss or corruption of data (save as covered by 14.4).
14.3 Cap. Subject to 14.1 and 14.4, each party's total aggregate liability arising out of this Agreement in any 12-month period is limited to the total fees paid or payable by you in the 12 months preceding the event giving rise to the claim.
14.4 Enhanced cap for data protection. Our aggregate liability for breach of the Data Processing Agreement, or for a Personal Data Breach caused by our failure to meet Annex II of it, is limited to the greater of (a) two times the fees paid in the preceding 12 months, or (b) £50,000. Clause 14.2 does not exclude regulatory fines levied against you that are directly attributable to our breach, or the cost of notifying affected individuals.
14.5 Missed notifications. Subject to 14.1, we have no liability for loss arising from a notification that was delayed, suppressed or not delivered, given the express limitations in clause 5 and Schedule 1 paragraph 4.
14.6 Your indemnity under clause 13.2 is not subject to the cap in 14.3.
We maintain, with reputable insurers, cyber liability and professional indemnity cover appropriate to the scale of the Service, and will provide evidence of cover on reasonable written request, no more than once a year.
Neither party is liable for failure to perform caused by events beyond its reasonable control, including outages at Apple, Google, Anthropic, Clerk, Convex or Expo, internet or telecommunications failure, cyber attack, industrial action, epidemic, or act of government. The affected party will notify the other and use reasonable efforts to resume. If the event continues for more than 30 days, either party may terminate on written notice.
17.1 Notices must be in writing and sent to the email addresses in the Order Form, and are deemed received on the next working day.
17.2 Assignment. Neither party may assign without the other's written consent, not to be unreasonably withheld, except to a successor to substantially all of its business.
17.3 Subcontracting. We may subcontract, but remain responsible for subcontractors' performance.
17.4 Publicity. Neither party may use the other's name or logo publicly without prior written consent.
17.5 No partnership. Nothing creates a partnership, joint venture or employment relationship.
17.6 Third parties. Nobody other than the parties may enforce this Agreement.
17.7 Entire agreement. This Agreement is the whole agreement between the parties and supersedes all prior discussions. Neither party relies on any statement not set out in it, save for fraudulent misrepresentation.
17.8 Variation must be in writing and signed by both parties.
17.9 Severability. If any provision is unenforceable, the rest continues in force.
17.10 Governing law. This Agreement and any dispute arising from it are governed by the law of the Isle of Man, and the courts of the Isle of Man have exclusive jurisdiction.
17.11 Escalation. Before starting proceedings, the parties will attempt in good faith to resolve the dispute, escalating to a senior representative of each party within 14 days of written notice.
We will use commercially reasonable efforts to make the Core Service available at least 99.5% of the time in each calendar month.
"Core Service" means the ability of an Authorised User to sign in, read and write reminders, and for the scheduling system to evaluate reminders that are due. It does not include the matters in paragraph 4.
Availability is measured as: (total minutes in the month − Unavailable Minutes) ÷ total minutes in the month, where Unavailable Minutes exclude Excluded Downtime under paragraph 3.
| Severity | Meaning | Response target | Update frequency |
|---|---|---|---|
| P1 — Critical | Core Service wholly unavailable to all Authorised Users, or a confirmed security or data breach. | 4 Business Hours | Daily until resolved |
| P2 — High | A major function unusable with no workaround; significant degradation affecting most users. | 1 Business Day | Every 2 Business Days |
| P3 — Medium | A function impaired but with a workaround; affects some users. | 3 Business Days | Weekly |
| P4 — Low | Cosmetic issues, questions, feature requests. | 5 Business Days | As appropriate |
Support is by email to kyle.orm@turbolt.co.uk during Business Hours. Response targets are for a substantive first response, not for resolution — we do not commit to a fix time, because the cause may sit with a third-party provider. We will keep you informed and escalate on your behalf where it does.
The following do not count against availability:
Notification delivery is expressly outside this SLA. Delivery depends on Apple Push Notification service, Google's equivalent, Expo's push infrastructure, the recipient's device state, operating system throttling, and notification permissions. None of these is within our control, and no uptime figure could honestly cover them.
The same applies to AI response quality and accuracy, and to AI provider availability. Where our AI provider is degraded, reminders and notifications continue to function; conversation may not.
If monthly availability of the Core Service falls below the commitment, you may claim a credit against the next invoice:
| Monthly availability | Credit |
|---|---|
| Below 99.5% but at or above 99.0% | 5% of that month's fees |
| Below 99.0% but at or above 95.0% | 15% of that month's fees |
| Below 95.0% | 30% of that month's fees |
Claims must be made in writing within 30 days of the end of the affected month, with reasonable supporting detail. Credits are your sole and exclusive remedy for failure to meet the availability commitment, are capped at 30% of fees in any month, and cannot be exchanged for cash.
Chronic failure. If availability is below 99.0% in any three months within a rolling six-month period, you may terminate this Agreement on 30 days' written notice and receive a pro-rata refund of prepaid fees for the unused term, without penalty.
Customer Data is held on managed infrastructure with automated backups operated by our infrastructure provider. In a total service failure our recovery objectives are a recovery point objective of 24 hours and a recovery time objective of 48 hours. These are targets, not guarantees.
For and on behalf of Turbolt LLC
Name: ______________________ · Title: ______________________
Signature: ______________________ · Date: ______________
For and on behalf of the Customer
Name: ______________________ · Title: ______________________
Signature: ______________________ · Date: ______________