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Aura Standard Order Terms and Conditions

1. Scope of Agreement
Unless Aura and the Customer:
a) have an existing contractual agreement (including a Master Services Agreement (MSA), Channel Partner Agreement (CPA), or End User Agreement (EUA)) into which the parties intend to incorporate the products and/or services set out in this Quotation; or
b) enter into a written and signed agreement covering the subject matter of this Quotation,
Then the following terms and conditions, together with the terms of the Quotation (together, the “Agreement”), shall govern the provision by Aura of the products and/or services set out in the Quotation.

2. Contracting Entity
For the purposes of this Agreement:
•    Where the Customer is contracted in the United Kingdom, EMEA, or Rest of World (excluding the Americas), the contracting entity shall be Aura Alliance Ltd.
•    Where the Customer is contracted in the United States or the Americas, the contracting entity shall be Aura Alliance Inc.
References to “Aura” shall mean the applicable Aura contracting entity as determined above.

3. Aura Standard Terms and Aura Connect Terms
3.1 Aura Standard Terms and Conditions
This Order is subject to Aura’s standard terms and conditions, together with any applicable country- or region-specific terms (the “Standard Terms”), which are incorporated by reference.
3.2 Aura Connect Standard Terms of Service
Where the products and/or services provided under this Quotation include Aura Connect or any related voice, network, SIP, numbering, PSTN, or connectivity services, such services shall additionally be governed by the Aura Connect Standard Terms of Service.
The Standard Terms and Aura Connect Standard Terms of Service are available at:
https://kb.weareaura.com/compliance-legal-resources or may be provided as an offline copy upon request.

4. Order of Precedence
In the event of any conflict or inconsistency between the documents forming part of the Agreement, the following order of precedence shall apply (in descending order):
1.    Any executed MSA, CPA, or EUA between Aura and the Customer;
2.    The Aura Connect Standard Terms of Service (where applicable  ); 
3.    Any Additional Terms expressly stated in this Quotation (including service-, country-, or region-specific terms);
4.    The applicable Statement of Work (SoW) or Order Form;
5.    This Quotation (including assumptions and commercial terms);
6.    Aura’s Standard Terms; and
7.    Any other referenced documents or policies.
For the avoidance of doubt, any executed MSA, CPA, or EUA shall take precedence over the Standard Terms and Aura Connect Standard Terms of Service.

5. General
5.1 Aura’s Standard Terms apply in addition to the terms set out herein.
5.2 This Quotation does not constitute  a formal offer capable of acceptance. A binding agreement shall be formed only when the Customer accepts this Quotation (including by electronic signature) or issues a purchase order referencing it, and such acceptance or purchase order (excluding any terms and conditions contained therein), together with the terms of this Agreement, is accepted by Aura, which acceptance may occur:
i) in writing;
ii) by countersignature or electronic confirmation;
iii) by commencing performance (including, where applicable, placing orders with subcontractors or suppliers); or
iv) by issuing an invoice to the Customer.

5.3 By issuing a purchase order, the Customer acknowledges and accepts that:
•    the Agreement represents the sole terms upon which Aura is prepared to contract;
•    all Customer terms are expressly excluded unless agreed in writing by Aura; and
•    the Charges are based on the terms of this Agreement.
5.4 The term of this Agreement shall run for the period set out in the Quotation or, if none is stated, until all products and/or services (including Aura Connect and other Aura services) have been delivered and all Charges have been paid in full.
5.5 Errors and omissions excepted.

5.6 Quotations are valid for 30 days.

6. Charges and Taxes
6.1 All Charges are exclusive of any applicable taxes, duties, or levies, including (without limitation) VAT, state, federal, sales, use, or telecommunications taxes.
6.2 Charges and service levels are subject to site surveys and confirmation of the assumptions set out in the Quotation.
6.3 Charges may be adjusted where exchange rate fluctuations materially impact costs.
6.4 Any reasonable out-of-pocket expenses incurred by Aura in the provision of the services shall be charged to the Customer at cost.
6.5 Payments shall be made in USD, GBP, or such other currency as expressly stated in the Quotation, by electronic bank transfer.
6.6 Aura may withdraw/adjust pricing if FX moves ±3% or more. Customers may elect to transact in USD to mitigate FX risk.

7. Payment Terms
7.1 Aura shall invoice for the Charges as follows:
7.1.1 Equipment, Software, and Manufacturer Support Charges - 100% invoiced upon acceptance of the purchase order.
7.1.2 Service Centre Support Charges - 100% invoiced on the earlier of acceptance or go-live. Aura may align support start dates and pro-rate charges where applicable.
7.1.3 Professional Services Charges - invoiced upon completion of agreed milestones, or where no milestones are defined, upon completion of the following:
•    Initiation & Planning - HLD or LLD sign-off (whichever is sooner)
•    Build & Configuration - SAT sign-off
•    User Acceptance Testing sign-off or Go Live (whichever is sooner)
7.1.4 Network Services (including Aura Connect) 
•    installation charges invoiced on completion;
•    fixed monthly charges invoiced monthly in advance; and
•    variable monthly charges invoiced monthly in advance, unless otherwise stated.
7.1.5 All invoices are payable within 30 days of the invoice date.

8. Auto-Renewal and Termination of Recurring Services
8.1 Where this Agreement, any Statement of Work (SoW), Order Form, or Quotation includes recurring services, including (without limitation) SaaS subscriptions, Aura Connect services, managed services, support, maintenance, cloud services, or any other subscription-based or recurring services (“Recurring Services”), such Recurring Services shall be provided for the Initial Term stated in the applicable Quotation, SoW, or Order Form.
8.2 Upon expiry of the Initial Term, the Recurring Services shall automatically renew for successive renewal terms equal in length to the Initial Term, unless either party gives the other not less than ninety (90) days’ written notice of termination prior to the end of the then-current term.
8.3 Where no Initial Term is stated, the Recurring Services shall be deemed to be provided on a rolling annual term, subject to the same ninety (90) days’ written notice requirement.
8.4 Termination or expiry of any Recurring Services shall not affect:
•    any Charges already invoiced or accrued;
•    any minimum term, committed spend, or contractual obligation stated in the Quotation, SoW, or Order Form (including any third-party carrier, network, numbering, or platform commitments entered into by Aura on the Customer’s behalf); or
•    any obligations which by their nature are intended to survive termination, including payment, confidentiality, data protection, and limitation of liability.
8.5 Where Recurring Services are terminated in accordance with this Section 8, Aura shall:
•    continue to provide the Recurring Services until the end of the applicable notice period; and
•    invoice all Charges due for the remainder of the term and the notice period.
8.6 This Section 8 applies in addition to, and not in substitution for, any termination, renewal, or minimum-term provisions contained in any MSA, CPA, EUA, Aura Connect Standard Terms of Service, or applicable Statement of Work.

9. Delays and Rescheduling
9.1 Where a delay arises due to Customer action, omission, or rescheduling request (a “Delay”), Aura shall be entitled to charge the following rescheduling fees:
Notice Received by Aura    Rescheduling Fee
10 or more business days    Non-cancellable costs at cost
5–10 business days    25%
Less than 5 business days    50%
Less than 2 business days    75%
Same day / less than 1 business day    100%
9.2 Fees apply only to the portion of work affected.
9.3 Additional storage, transport, travel, or subsistence costs caused by a Delay shall be chargeable in addition to the rescheduling fee.
9.4 Where a milestone or ready-for-service date is delayed by more than 10 days due to a Delay, the applicable milestone payment shall become immediately due.
9.5 Delays shall not amend Aura’s invoicing rights or the commencement dates of Equipment, Software, Support, or Aura Connect services.

10. Lead Times
The Customer acknowledges that the provision of products and/or services (including Aura Connect and related network services) may be subject to lead times, further details of which are set out in Aura’s Standard Terms.