Aura Connect - Master Terms of Service

Aura Connect - Master Terms of Service (Including Service Billed via a Partner)

Effective date: 1^st March 2023

Parties: Aura Alliance Limited (UK) or Aura Alliance Inc. (USA) (together, “Aura”), the Partner or Billing Partner identified on an Order or other arrangement through which Aura Connect Services are consumed (“Partner”), and the end customer identified on an Order, quotation, Scope of Works, the Aura Connect Automation Portal, the Microsoft Operator Connect programme, or any Partner/Billing Partner arrangement (“Customer”).

Definitions

Term	Definition
ACH	Automated Clearing House, an electronic payment system in the United States.
ARC	Annual Recurring Charge.
Applicable Law	All applicable laws, regulations, regulatory conditions, and industry standards governing the Services.
Business Day	Monday to Friday, excluding public holidays, in the region of the contracting entity (UK or US).
DDI / DID	Direct Dial-In or Direct Inward Dialling telephone number.
Effective Date	The earlier of (a) the date on which Customer accepts these Terms by Order or activation, or (b) the date stated on the Order.
Emergency Services	Calls to emergency numbers (such as 911, 112, or 999) as further defined in Schedule D.
FMRC	Fixed Monthly Recurring Charge.
MRC	Monthly Recurring Charge.
NRC	Non-Recurring Charge, such as a one-time fee.
Order	The Customer’s purchase order, quotation acceptance, or order submitted via the Aura Connect Automation Portal.
Partner / Billing Partner	Any authorised third party from whom the Customer acquires Aura Connect Services and who invoices the Customer for such Services. The Partner is responsible for commercial terms, invoicing, and collections, while Aura remains responsible for the provision of Aura Connect Services in accordance with these Terms.
Three-Party Relationship	For clarity, (a) Aura is the service provider, (b) the Partner is the contracting/billing entity with the Customer, and (c) the Customer is the end user of the Services.
Rate Card	Aura’s published list of per-minute call charges, number rental fees, and other usage-related charges, as updated from time to time.
Scope of Works	A document provided by Aura defining deliverables, milestones, or professional services.
Services	Aura Connect and any related professional, managed, or support services provided under these Terms.
Support Guide	Aura’s published document describing how to contact support, support hours, and escalation procedures.
VMRC	Variable Monthly Recurring Charge, such as usage, out-of-bundle, or international call charges.
Customer Data	All data, content, or information supplied, transmitted, or hosted by the Customer through the Services.
(Other capitalised terms)	Have the meanings given in the Agreement or context.

1.Agreement & Governing Law

1.1 Formation. Customer’s issuance of a purchase order, acceptance of a quotation/Order, or activation via the Aura Connect Automation Portal constitutes acceptance of these Terms, the Scope of Works (if any), and the applicable Schedules.
1.2 Contracting entity & law. United States: Aura Alliance Inc., governed by Delaware law. All other regions: Aura Alliance Limited, governed by the laws of England & Wales. Arbitration/forum rules appear in §14.
1.3 Precedence. These Terms (including Schedules) override any conflicting customer terms and supersede prior versions.
1.4 Changes outside scope. Any work outside the accepted quotation/Scope requires a written Change Request and may incur fees.
1.5 Budgetary quotations. All quotations are indicative pending onboarding and final requirements review.

1.6 These Terms apply to all Customers who access or consume Aura Connect Services, whether (a) by ordering through the Aura Connect Automation Portal, (b) by consuming Aura Connect through Microsoft’s Operator Connect program, or (c) by contracting via a Partner or Billing Partner. In each case, the Customer acknowledges and agrees that its use of Aura Connect is subject to these Terms as between Aura and the Customer, regardless of whether the Customer contracts directly with Aura.

1.7 Where the Customer contracts for Aura Connect Services through a Partner or third party, the Partner’s commercial terms may also apply between the Customer and that Partner. However, these Terms govern the provision and use of Aura Connect Services as between Aura and the Customer. In the event of any conflict, these Terms shall prevail with respect to the Services, except where expressly agreed in writing by Aura. The Partner shall ensure that these Terms are flowed down in full to the Customer and incorporated by reference in the Partner’s commercial agreement with the Customer.

2. Quotation Validity & Currency

2.1 Quotations are valid for 30 days.
2.2 Aura may withdraw/adjust pricing if FX moves ±3% or more. Customers may elect to transact in USD to mitigate FX risk.

3. Pricing & Payment

3.1 Prices exclude taxes, regulatory and telecoms fees.
3.2 Taxes. Applicable taxes are the responsibility of the Customer. Taxes will be applied to invoices in jurisdictions where Aura is registered or required to collect and remit tax. Where a Partner invoices the Customer, Aura will invoice the Partner, and the Partner is solely responsible for payment to Aura. The Customer remains responsible for compliance with these Terms but shall not be liable for payment to Aura unless §19 applies.
3.3 Standard payment term: Net 30 days from invoice date (default for orders ≤ $10,000 USD / £8,000 GBP and unless otherwise stated).
3.4 Milestone terms (for larger orders): 50% on order acceptance; 40% on milestone/substantial delivery; 10% on final acceptance.
3.5 NRCs (one-time fees) billed as incurred or following activation; payable on invoice.
3.6 MRCs billed monthly in advance; usage/overage/international in arrears. MRCs must be paid via ACH or Direct Debit.
3.7 ARCs billed annually in advance.
3.8 Minimum commitment: $50/month applies to all active Aura Connect accounts.
3.9 Annual adjustments: Aura may adjust recurring fees annually based on CPI and/or material cost changes.
3.10 Support POs must be received ≥30 days before service start.
3.11 Call rates: Domestic/international/special rates may change; current Rate Card applies.
3.12 Call Billing. Domestic calls are billed in one-second increments, with a one-second minimum per connected call. International calls are billed per minute unless otherwise stated in the applicable Rate Card. All call records are rounded in accordance with industry standard billing practices.
3.13 Billing model:

(a) NRC – billed as incurred; pay on invoice.

(b) FMRC – subscriptions, number rental; billed monthly in advance; ACH/Direct Debit.

(d) Add-ons – new mid-cycle services prorated.

(e) Taxes – applied where Aura is required to collect/remit. (f) Contracted terms – MSA/Order specifics take priority.
3.14 Billing cycle: Invoices dated 1st of each month; FMRCs in advance; VMRCs for prior month; mid-month activations prorated.
3.15 Late Payment. Late payments shall accrue interest at the higher of (a) 1.5% per month (18% per annum), or (b) eight percent (8%) per annum above the Bank of England base rate (for UK Customers) or three percent (3%) per annum above the Secured Overnight Financing Rate (SOFR) (for US Customers). Interest accrues daily and compounds monthly until payment is made in full. Aura may recover reasonable collection costs in addition to interest.
3.16 Credit Cards. Credit card payments are accepted only for invoices billed and paid in the United States. Where accepted, such payments will be subject to a 3% processing fee on the transaction value. If payment is not made in USD at the time of transaction, any applicable currency conversion and exchange rates are solely between the Customer and the card provider.

3.17 Underbilling Adjustment. In the event that Services provided under this Agreement have been underbilled, whether due to administrative error, omission, oversight, or any other cause, Aura reserves the right to issue retrospective invoices to recover the full value of such Services. This right shall apply to any underbilling occurring from the commencement date of this Agreement, up to a maximum period of thirty-six (36) months prior to the date of discovery. Retrospective invoices shall be due and payable in accordance with the standard payment terms of this Agreement.
3.18 Minimum Commitment Shortfall. Where a Customer or Partner has executed an Order or Agreement specifying a minimum spend, minimum commitment, or contracted order value, and actual consumption or billing during the committed period falls below that agreed minimum, Aura shall be entitled to invoice the Customer or Partner for the shortfall between (a) the committed minimum value and (b) the total invoiced amount for the period. Such shortfall shall be deemed an underbilled amount for the purposes of § 3.17 and may be invoiced retrospectively for the applicable period, up to a maximum of thirty-six (36) months from the end of the relevant commitment term.
3.19 Partner-Billed Scenarios. Where Services are billed through a Partner or Billing Partner, Aura may issue corresponding retrospective invoices to the Partner in respect of any underbilled or minimum-commitment shortfall amounts, and the Partner shall remain liable for such amounts notwithstanding any collection or billing arrangements with the Customer.

4. Service Delivery & Lead Times

4.1 Professional Services are delivered during local business hours (UK or US Eastern), unless agreed otherwise.
4.2 Lead times depend on suppliers/logistics and are indicative only.
4.3 Customer Information & Assistance. The Customer shall provide Aura with all information, documentation, access, and assistance reasonably requested to perform the Services, in a timely manner and at no cost to Aura. Aura shall have no liability for any delay, deficiency, or failure in performance caused by the Customer’s failure to provide such information, documentation, access, or assistance.

5. Rescheduling & Delays

5.1 Customer-caused reschedules/delays may incur rescheduling, storage, transport, or subsistence costs.
5.2 Equipment/Software/Support invoice schedules continue despite delivery delays.
5.3 If a Customer-related delay pushes a milestone by >10 days, the related payment becomes immediately due.

6. Support Renewal & Lapsed Coverage

6.1 Customers must renew before expiry to maintain coverage.
6.2 Lapsed Renewals. If Support or Maintenance services are not renewed prior to expiry, coverage shall lapse immediately upon the contract end date. Entitlements are reinstated only once a renewal is executed, and reinstatement shall be backdated to the original expiry date. Aura may apply reinstatement penalties, administrative charges, or fees reasonably required to cover the costs of restoring coverage following a lapse. During any lapsed period, Aura has no obligation to provide support, maintenance, updates, or entitlements.

7. Notice Period & Renewals

7.1 Cancellation notice: 90 days’ written notice for support, maintenance, or recurring services.
7.2 Services automatically renew for successive 12-month terms unless either party provides written notice of non-renewal at least 90 days prior to the end of the current term.
7.3 Renewal pricing may reflect inflation, third-party increases, or market conditions.
7.4 Termination requires all invoices to be paid in full.
7.5 No termination for convenience. Customer may not terminate Services for convenience. Early termination charges will apply if Services are ended before expiry of the committed term, except where expressly permitted.

8. Aura Connect – Service Terms

8.1 Provisioning & management via the Aura Connect Automation Portal.
8.2 NRC/MRC/usage billing per §3.
8.3 $50/month minimum per active account.
8.4 Parked numbers incur a nominal monthly fee. New numbers carry a 12-month minimum and bill at the greater of published or quoted rates.
8.5 Emergency Services. Aura Connect is not a replacement for fixed line or mobile telephony and may not support calls to emergency services in all circumstances. The Customer is solely responsible for configuring and maintaining emergency service settings within its Microsoft 365 tenant (including Microsoft Teams) and for ensuring accurate and current location data is recorded for all users, in compliance with Applicable Law. Aura provides guidance materials only and does not validate, test, or maintain the Customer’s configuration. The Customer must ensure that alternative means of accessing emergency services (such as mobile or PSTN services) are available at all times. Aura shall have no liability for failed or incomplete emergency calls, except to the extent caused solely by Aura’s gross negligence or willful misconduct.
8.6 Country/service availability per current Aura materials.
8.7 Per-user pricing includes one (1) DDI/DID per user. Porting and new number activation excluded unless expressly included.
8.8 Reasonable Use Policy applies to bundled/unlimited plans: pooled minute limits are 150 minutes/user (North America) and 100 minutes/user (other regions). Prohibited uses include contact centres, predictive dialers, or continuous call forwarding.
8.9 In the US/Canada, inbound and outbound calls may incur usage charges (see Rate Card).
8.10 Teams provisioning requires Aura as Microsoft Partner of Record and temporary Global Admin access during onboarding.
8.11 Contract term start (ramp). The committed term for Aura Connect begins 3 months after Aura’s receipt of the Order. During this ramp period, Services are provisioned and may be consumed as they are activated. At the end of the 3-month ramp, the full order value is billed, and the committed contract term continues from that point.
8.12 Parked DDI/DID definition: A number provisioned but not assigned to a user/service. If assigned to a trunk, it is billed as active.
8.13 Fraud & security. Customer is responsible for securing endpoints, accounts, and tenant configuration. Customer is liable for all charges from unauthorized or fraudulent use unless caused by Aura’s proven fault. Aura may suspend Services immediately if fraud, breach, or abuse is suspected.

9. Porting & Activation

9.1 Ports require signed Customer documentation compliant with regulations.
9.2 Extra fees may apply for cancellations, complex or non-standard ranges, or out-of-scope numbers.
9.3 Vanity numbers are subject to availability and fees from $200 USD.
9.4 Aura may request additional information at any stage.
9.5 Complex ports or failed ports due to incomplete or inaccurate Customer data may be charged.
9.6 Non-contiguous ranges are billed separately.
9.7 Block ports are charged per 100 consecutive numbers.
9.8 Porting project management is excluded unless expressly included.

10. Taxes & Compliance

10.1 Applicable taxes are the responsibility of the Customer. Taxes will be applied to invoices in jurisdictions where Aura is registered or required to collect and remit tax.
10.2 Non-USD quotes may be adjusted for FX movements per §2.2.
10.3 If tax-exempt, the Customer must provide valid exemption certificates before invoicing. In the United States, exemption certificates must meet applicable state and federal requirements. In the United Kingdom and EU, VAT will not be applied where the Customer provides appropriate documentation confirming exemption. Aura will apply taxes in jurisdictions where it is registered or otherwise required to collect and remit tax.
10.4 Jurisdiction-specific terms. In certain countries, additional or country-specific terms may apply to the provision of Aura Connect or other Aura services. These are published on Aura’s Legals Page at https://kb.weareaura.com/aura-connect-platform#terms-of-service and are incorporated by reference.

10A. Partner Regulatory & Tax Responsibilities

10A.1 Where a Partner or Billing Partner invoices the Customer for Services, the Partner shall be solely responsible for:

(a) assessing, collecting, and remitting any applicable taxes, duties, or regulatory fees in the jurisdiction(s) where the Services are delivered to the Customer;

(b) ensuring compliance with all local telecommunications regulations, licensing obligations, and reporting requirements applicable to its billing and resale of the Services; and

(c) providing Aura with any information reasonably required for Aura to comply with upstream regulatory or carrier obligations.

10A.2 Aura remains responsible for regulatory compliance relating to the underlying operation of the Aura Connect platform and its direct carrier interconnects, but not for local tax or resale obligations of the Partner.

10A.3 The Partner shall indemnify and hold Aura harmless against any fines, penalties, or liabilities arising from the Partner’s failure to comply with §10A.1.

11. Liability

11.1 Liability Cap. Except as provided in §11.3, each party’s aggregate liability under or in connection with the Services, whether in contract, tort (including negligence), statutory duty, or otherwise, shall not exceed the total fees paid or payable for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.
11.2 Exclusions. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, loss of profits, loss of revenue, loss of data, or loss of business opportunity. For the avoidance of doubt, Aura shall not be liable for (a) Customer’s failure to configure or maintain its systems in accordance with §8.5 or Schedule D (Emergency Services), (b) delays or failures caused by carriers or third-party providers outside Aura’s reasonable control, or (c) any amounts in excess of the liability cap in §11.1
11.3 Carve-outs. Liability is not excluded for death or personal injury caused by negligence, fraud, or other non-excludable matters. Service credits under Schedule A constitute the Customer’s sole and exclusive remedy for any failure to meet service levels.
11.4 Numbering ownership. Numbers are regulated resources and remain licensed; they are not property of the Customer.

12. Warranties

12.1 Aura warrants that Services will be provided with reasonable skill and care and in accordance with generally recognised industry standards. Aura further warrants that any Equipment supplied will materially conform to manufacturer specifications for a period of six (6) months from delivery, and that any Software supplied will materially conform to its documentation for ninety (90) days from installation.

12.2 Aura does not warrant that Services will be uninterrupted or error-free. Except as expressly provided in this Agreement, all other warranties, conditions, or undertakings, whether express, implied, or statutory (including warranties of merchantability, fitness for a particular purpose, or non-infringement), are excluded to the maximum extent permitted by law.

12.3 Remedies. For breach of warranty, Aura shall at its option (a) re-perform the affected Services, (b) repair or replace defective Equipment or Software, or (c) refund the affected charges. These remedies shall be the Customer’s sole and exclusive remedy for breach of warranty.

13. Force Majeure

13.1 Neither party is liable for delays or failures due to events beyond reasonable control, including natural disasters, war, strikes, government action, supply-chain issues, pandemics, or cyberattacks.

13.2 If a force majeure event continues for more than sixty (60) consecutive days and materially prevents use of the Services, either party may terminate the affected Services on written notice. The Customer shall remain liable for unavoidable committed costs incurred by Aura up to the effective termination date, including carrier charges, numbering, and licenses.

14. Dispute Resolution

14.1 Parties will attempt to resolve disputes amicably within 30 days.

14.1a Escalation Path. Before arbitration, disputes will be escalated internally as follows: (a) Customer Success Manager; (b) Aura senior management; (c) Aura executive management. If the dispute is not resolved within 30 days of escalation to executive management, either party may proceed to arbitration under §14.2
14.2 Arbitration. US customers: arbitration in Delaware, USA. Non-US customers: arbitration in London, UK.
14.3 Each party bears its own legal costs unless otherwise decided.

15. Intellectual Property

15.1 All intellectual property rights in the Services, software, portals, documentation, and related materials remain the exclusive property of Aura and/or its licensors.

15.2 The Customer receives a non-exclusive, non-transferable, revocable license to use the Services for its internal business purposes during the term of this Agreement, subject to these Terms.

15.3 The Customer may not modify, reverse engineer, decompile, disassemble, copy, or create derivative works from the Services or related materials.

15.4 Indemnity for Intellectual Property. Aura shall defend the Customer against any third-party claim that the Services, as provided by Aura and used in accordance with this Agreement, directly infringe a patent, copyright, or trademark, or misappropriate a trade secret, and shall pay any damages, costs, or expenses (including reasonable legal fees) finally awarded against the Customer in connection with such claim, subject always to the liability cap in §11. Aura’s obligations are conditional on: (a) the Customer promptly notifying Aura of the claim; (b) Aura having sole control of the defence and settlement; and (c) the Customer providing Aura with reasonable cooperation. Aura shall have no liability under this clause for claims arising from (i) modifications not made by Aura, (ii) combination of the Services with non-Aura products, services, or data, (iii) use not in accordance with this Agreement, or (iv) continued use after Aura has provided a modification, replacement, or refund to avoid infringement. Aura’s sole obligation and the Customer’s exclusive remedy for such claims shall be for Aura, at its option, to (1) procure rights for the Customer to continue using the Services, (2) replace or modify the Services so they are non-infringing, or (3) terminate the affected Services and refund prepaid fees for the remainder of the term.

15.5 Customer Indemnity. The Customer shall indemnify and hold harmless Aura against any third-party claim that data, content, or materials supplied, transmitted, or hosted by the Customer in connection with the Services infringe intellectual property rights, and shall pay any damages, costs, or expenses (including reasonable legal fees) awarded in connection with such claim, provided that Aura promptly notifies the Customer of the claim, permits the Customer to control the defence and settlement, and provides reasonable cooperation.

16. Termination for Cause

16.1 Termination for Cause. Either party may terminate this Agreement or the affected Services immediately by written notice if the other party:

(a) fails to pay undisputed amounts within thirty (30) days of the due date (and in such case, all outstanding fees shall remain due and payable);

(b) materially breaches this Agreement and does not cure the breach within thirty (30) days of written notice; or

In addition, the Customer may terminate if Aura materially fails to provide the Services in accordance with this Agreement and does not cure such failure within thirty (30) days of written notice.16.2 Upon termination, all outstanding balances (including remaining committed contract value for the affected Services) shall become immediately due and payable, without prejudice to either party’s other rights and remedies.

17. Data Protection & Privacy

17.1 Roles. For the purposes of Data Protection Laws, the Customer is the Controller and Aura is the Processor when processing personal data on the Customer’s behalf in connection with the Services. Each party shall comply with its respective obligations under applicable Data Protection Laws.

17.2 Processing of Data. Aura shall process personal data solely for the purpose of providing the Services, performing its obligations, and exercising its rights under this Agreement, and strictly in accordance with the Customer’s documented instructions unless otherwise required by Applicable Law.

17.3 Customer Responsibilities. The Customer remains solely responsible for:

(a) the lawfulness of personal data supplied to Aura;

(b) maintaining accurate and current user and emergency location data; and

17.4 Security. Aura shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage, consistent with industry standards and the requirements of Data Protection Laws.

17.5 Sub-processors. The Customer authorises Aura to engage sub-processors to support delivery of the Services, provided that Aura shall remain responsible for the acts and omissions of its sub-processors. Aura shall ensure sub-processors are bound by written agreements imposing materially equivalent data protection obligations.

17.6 International Transfers. Aura may process or transfer personal data outside the UK, EU, or US provided that such transfers comply with Applicable Law (including adequacy decisions, standard contractual clauses, or binding corporate rules, as applicable).

17.7 Audit Rights. Upon reasonable notice, and no more than once per year (except in the event of a data breach), the Customer may audit Aura’s compliance with this §17 by reviewing Aura’s certifications, third-party audit reports, or other documentation made available by Aura.

17.8 Breach Notification. Aura shall notify the Customer without undue delay upon becoming aware of any personal data breach affecting the Services, and shall provide such information as the Customer reasonably requires to comply with its obligations under Data Protection Laws.

17.9 Data Retention & Deletion. Aura retains Call Detail Records (CDRs) and related personal data for at least twelve (12) months for billing, regulatory, and fraud prevention purposes, or longer if required by Applicable Law. At termination of Services, Aura shall delete or anonymise Customer data in its possession, unless retention is required by Applicable Law.

17.10 Precedence. In the event of any conflict between this §17 and the Aura End User Agreement, the data protection provisions of the End User Agreement shall prevail.

17.11 Indemnity. Each party shall indemnify and keep indemnified the other against any claims, fines, penalties, damages, or costs (including reasonable legal fees) arising from its breach of this §17 (Data Protection & Privacy).

18. Authority

18.1 Authority. By submitting an Order, accepting a quotation, or activating Services, the Customer confirms that the individual acting on its behalf is duly authorized to commit the Customer to this Agreement and all applicable Orders, Schedules, and Scope(s) of Work. The Customer shall remain bound by the actions of such individual, whether electronic or written, as though duly executed by an authorized signatory.

19. Partner Billing & Continuity of Service

19.1 If Services are billed via a Partner (“Billing Partner”), the Partner is solely responsible for invoicing the Customer and paying Aura.

19.2 Ongoing delivery of Services depends on the Partner meeting its obligations to Aura.

19.3 If the Partner fails to pay Aura, defaults, ceases trading, or becomes insolvent, Aura may (a) migrate the Services to direct billing with the Customer, and (b) collect payment directly from the Customer for continued use of the Services.

19.4 In such a transition, Aura shall offer Services on the same or commercially reasonable terms. The Customer is not liable for unpaid invoices owed by the Partner to Aura prior to the transition.

19.5 The Partner shall not hinder any transition and shall provide Aura with all necessary information to enable continuity of Services.

19.6 The Partner acknowledges and agrees that Aura may enforce these Terms directly against the Customer in relation to use of the Services, notwithstanding that the Partner is the billing entity.

20. Assignment & Novation

20.1 Aura may assign or novate this Agreement to an affiliate, successor, or transferee in a restructuring, acquisition, or transfer, on written notice.
20.2 Customer consent is not required.
20.3 The Customer may not assign or transfer without Aura’s prior written consent.

20.4 Aura may subcontract its obligations under this Agreement, provided that Aura remains responsible for the acts and omissions of its subcontractors as if they were its own.

21. Compliance:
21.1 Each party shall comply with all Applicable Law in connection with this Agreement, including telecommunications regulations, data protection laws, export control, and sanctions laws. Customer shall not use the Services in violation of such laws.

22. Non-Solicitation

22.1 Non-Solicitation. During the term of this Agreement and for twelve (12) months after its expiry or termination, neither party shall, directly or indirectly, solicit the employment of or hire any employee of the other party who has been materially involved in the performance of the Services, without the prior written consent of the other party. This restriction shall not apply to employment resulting from a general advertisement or recruitment campaign not specifically targeted at such employees.

23. Reconciliation with End User Agreement

23.1 Reconciliation with End User Agreement. The Aura End User Agreement governs the overall relationship between Aura and the Customer. These Aura Connect Master Terms of Service apply specifically to the provision and use of Aura Connect Services. In the event of any conflict between these Terms and the End User Agreement, the End User Agreement shall prevail unless expressly stated otherwise in writing by Aura.

24. Confidentiality

24.1 Each party undertakes to keep confidential all non-public business, technical, or operational information disclosed by the other party in connection with this Agreement (“Confidential Information”) and to use such information solely for the purposes of performing this Agreement.

24.2 Confidential Information may be disclosed only to employees, contractors, professional advisers, or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

24.3 This clause shall not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) is rightfully received by the recipient from a third party without confidentiality restrictions; or (c) is independently developed without use of the other party’s Confidential Information.

24.4 Either party may disclose Confidential Information to the extent required by Applicable Law, regulation, or court order, provided it gives prompt notice (where legally permissible) to the other party.

24.5 This §24 shall survive termination of this Agreement for three (3) years.

Notices

25.1 All notices or communications under this Agreement shall be in writing and delivered by hand, courier, or email to the contact details set out in the applicable Order or otherwise notified in writing.

25.2 Notices take effect on delivery, or if by email, at the time of transmission provided no delivery failure notification is received.

25.3 Either party may update its contact details for notices by giving written notice to the other party.

25.4 Where the Customer contracts via a Partner, Aura may provide notices to the Customer either directly or via the Partner. Notices sent to the Partner’s registered contact details shall be deemed valid delivery to the Customer.

Schedule A – Service Level Agreement (SLA)

A1 Scope. This SLA applies to Aura Connect service components managed directly by Aura. It does not extend to Customer equipment, third-party applications, or public internet performance.
A2 Fault Reporting. Customer must validate its own equipment/software before raising a fault. Faults can be logged 24×7 per the Aura Support Guide. Customer must provide description, screenshots/logs, and severity. Aura issues a fault ticket, confirms severity, and responds per targets.
A3 Severity & Targets. Severity 1: business-critical outage (>50% users affected, core infra unavailable). Response 4 hours. Resolution 4 hours. Severity 2: heavy degradation; non-critical infra unavailable (>10% users). Response 8 hours. Resolution 12 hours. Severity 3: non-critical degradation; single user or <10% users. Response 16 hours. Resolution 16 hours.
A4 Customer must provide access/resources; otherwise severity may be downgraded.
A5 Measurement. SLA is measured monthly, per service component, excluding minutes of unavailability under exclusions.
A6 Exclusions. SLA does not apply where outage is due to: force majeure (§13), carrier or upstream provider failures outside Aura’s control, planned maintenance (with ≥48 hours’ notice), emergency maintenance, Customer equipment or configuration errors, AUP/RUP violations, or non-payment suspensions.
A7 Availability Target. Infrastructure availability target is 99% monthly.
A8 Service Credits. Where SLA targets are not met, Customer may claim credits. Credits are capped at 5% of MRC per month. Credits must be claimed within 30 days of incident closure. Service credits under this Schedule A are the Customer’s sole and exclusive remedy for any failure by Aura to meet the SLA.
A9 Reporting. Aura may provide periodic service reports upon request.

A10 Priority 1 issues (Severity 1) must be reported by telephone to the Aura support desk. Email or portal submissions alone will not be accepted for Severity 1 issues.

A11 Hardware replacement SLAs. Standard replacement is Next Business Day (NBD) where available. Priority 1 incidents exclude hardware failures, which are resolved by shipment of replacement hardware. If failure is confirmed after 15:00 local time, replacement ships the following business day. Customers may upgrade to 3-year or 24×7 NBD replacement terms by agreement.

A12 Optional Support Upgrades. Customers may purchase enhanced support packages by agreement, including: (a) 24×7 coverage for Severity 2 and 3 issues; (b) extended hardware replacement terms (such as multi-year coverage); and (c) dedicated Service Manager or on-site support. Commercial terms for such upgrades are defined in the applicable Order or Scope of Works.

Schedule B – Call Termination, Numbering & Interconnect

B1 Services. SIP-based Call Termination (A-to-B) in specified countries; DID hosting; number porting (simple and complex); toll-free hosting & origination.
B2 Billing increments: Domestic calls are billed in one-second increments, with a one-second minimum per connected call. International calls are billed per minute unless otherwise stated in the applicable Rate Card. All call records are rounded in accordance with industry standard billing practices.
B3 Number Allocation & Porting. New numbers subject to availability and regulatory rules. Parked numbers billed at nominal fee until activated. Porting requires accurate, matching data; incomplete requests may be rejected. Non-contiguous ranges billed separately. Block ports charged per 100 numbers. Customer responsible for keeping existing service active until port completes.
B4 Minimum Commitments. Default minimum: 10 users per country if not otherwise defined. Ramp periods may defer minimums. Shortfalls billed if commitments unmet.
B5 Interconnect. Options: public internet, VPN, or private cross-connect. Customer arranges and pays for connectivity.
B6 CLI Presentation. Customer must pass valid CLI and comply with privacy laws. Manipulation of CLI is prohibited.
B7 Fraud & Traffic Profile. Customer must disclose expected call attempts per second (CAPS). Notify Aura of material changes (e.g., new call centre). Customer liable for fraudulent traffic from its systems unless due to Aura’s proven fault.
B8 Emergency Calling. Emergency calling is not guaranteed unless explicitly included. See Schedule D.

Schedule C – Acceptable Use Policy (AUP) & Reasonable Use Policy (RUP)

C1 Lawful Use Only. Customer may only use Services for lawful purposes.
C2 Prohibited Uses. Fraudulent, abusive, or deceptive activity; spam over VoIP or robocalling; malware distribution; unauthorized access attempts; harassment or threats; traffic stimulation; autodialers or mass-calling without consent; misrepresentation of identity or CLI.
C3 Reasonable Use Limits. Bundled/unlimited plans subject to pooled limits: 150 minutes/user/month (North America) and 100 minutes/user/month (other regions). Prohibited under unlimited: contact centre traffic, continuous call forwarding, or IVR loads.
C4 Enforcement. Aura may rate-limit, suspend, or terminate Services for AUP/RUP breaches.
C5 Liability. Customer is liable for all activity under its account.

Schedule D – Emergency Services (EMS / 911 / E911) Notice

D1 Acknowledgement. Customer acknowledges Aura Connect VoIP emergency services differ from traditional PSTN. Service may not function during power or broadband outages, equipment failure, or misconfiguration.
D2 Customer Responsibilities. The Customer must configure, test, and maintain emergency address data and calling policies (including PIDF-LO data where required) within Microsoft Teams or other supported platforms. This responsibility includes updating records when users relocate, performing test calls where permitted, and informing end users of the limitations of VoIP emergency services.
D3 Limitations. Service availability depends on power, ISP, and device functionality. PSAP may not receive automatic location unless properly provisioned.
D4 Commercials. E911 monthly fee: $1.50/DID (if not bundled). Emergency call with validated address: $0. Emergency call without validated address: $200.00 per call.
D5 Testing & Activation. Customers may perform test calls during activation. Test fees may apply.

Schedule E – Security, Service Distinctions & Customer Obligations

E1 Service Distinctions. Aura Connect is not a PSTN equivalent. It may not support directory listings, analog devices, lift phones, or alarm lines without adapters.
E2 Customer Obligations. Customer must maintain firewall, SBC, or PBX security. Ensure SIP credentials are protected. Provide test contacts and IT staff for troubleshooting. Keep software/firmware up to date. Notify Aura immediately of suspected fraud.
E3 Customer Information & Assistance. The Customer shall provide Aura with all information, documentation, access, and assistance reasonably requested to perform the Services, in a timely manner and at no cost to Aura. Aura shall have no liability for any delay, deficiency, or failure in performance caused by the Customer’s failure to provide such information, documentation, access, or assistance.
E4 Lawful Intercept. Customer acknowledges Aura may be required to provide call records to regulators or law enforcement under lawful order.
E5 Compatibility. Customer is responsible for compatibility testing between Aura Connect and its PBX/UC systems.

E6 The Customer is responsible for providing secure remote access (such as VPN or remote desktop) to Aura engineers as required for diagnosis or support.

E7 The Customer is responsible for environmentally friendly disposal of all packaging associated with Aura-supplied equipment.

E8 Customer is solely responsible for maintaining backups of all Customer Data. Aura does not guarantee recovery of data lost through Customer error, third-party failure, or other causes outside Aura’s control.

Schedule F – Invoicing, Disputes & Collections

F1 Invoicing. Issued per §3. Disputes must be raised within 7 days to billing@weareaura.com.
F2 Payment Allocation. Payments are applied to the oldest outstanding invoice first.
F3 Suspension & Termination. Aura may suspend Services if undisputed invoices remain unpaid >10 days. If unpaid >30 days, Aura may terminate Services.
F4 Interest & Fees. Interest at 1.5%/month (or legal max). Reconnection may require deposit.
F5 Early Termination & Numbering. Numbers must remain active ≥1 month before port-out. Termination fee: $19.99 per number. Vanity number termination: up to $500.

Schedule G – Changes to Terms

G1 Notification. Aura may update Terms and Schedules by posting on its legal site and notifying the Customer’s registered admin/billing contact by email.
G2 Material Adverse Change. If a change materially disadvantages the Customer, the Customer may terminate the affected service by written notice within 30 days, provided all invoices are current.
G3 Rate Cards. Rate Card updates are separate and binding after notice.

G4 Offline Copies. Aura shall make an offline version of these Terms of Service available on request.