Aurian Customer Agreement

Contents#

Clauses 1 to 24, then Schedule 1 (Service Levels) and Schedule 2 (Acceptable Use).

1. The agreement
2. Definitions
3. What Aurian is
4. The Takeover Week, and pre-signature access
5. Your subscription and price
6. Cohort price lock
7. Payment
8. Your data and your firm's know-how
9. AI drafts and outputs
10. Our intellectual property, and your ideas
11. Connected services
12. Security and service levels
13. What you agree to
14. Term and renewal
15. Suspension
16. Ending the agreement, and your data on exit
17. Warranties
18. Indemnities
19. Liability
20. Case studies, references and referrals
21. Confidentiality
22. Changes to the Service and to these terms
23. Disputes
24. General

1. The agreement#

1.1 This agreement is between Aurian AI Ltd, a company registered in England and Wales with company number 17353375, whose registered office is at Merewood, High Street, Wallcrouch, Wadhurst, East Sussex TN5 7JT (Aurian, we, us) and the firm named on the Order Form (Customer, you).

1.2 It is made up of, in order of priority if they conflict: (a) the Order Form; (b) these terms; (c) Schedule 1 (Service Levels); (d) Schedule 2 (Acceptable Use); and (e) the Data Processing Addendum, except that the Data Processing Addendum takes priority on anything about personal data.

1.3 It starts on the Start Date and continues for the Initial Term, then renews under clause 14, subject to the seven-day door in clause 4.2 where the Order Form provides for a Takeover Week.

1.4 Where you subscribe online without a signed Order Form, the confirmation we send when you subscribe is the Order Form, and clicking to accept these terms has the same effect as signing.

1.5 You confirm that you are contracting in the course of business and that the person accepting has authority to bind your firm. The Service is not offered to consumers.

2. Definitions#

Acceptable Use Policy means Schedule 2 (Acceptable Use) to this agreement, as updated under clause 22.

AI Output means text, prices, transcripts, summaries, schedules, documents and other material the Service generates for you from Customer Data and your instructions.

Authorised User means an owner, employee, administrator or contractor of your firm to whom you give access to the Service, and any client, investor or buyer you give portal access to.

Business Day means a day other than a Saturday, Sunday or public holiday in England.

Commercial Terms means the tier, price, billing frequency, Initial Term, cohort, onboarding option and add-ons recorded on the Order Form.

Connected Service means a third-party service you choose to connect to the Service, such as Google Workspace, Microsoft 365, Xero, Slack or Telegram.

Customer Data has the meaning in clause 8.1.

Data Processing Addendum or DPA means the addendum at aurian.app/dpa that forms part of this agreement.

Documentation means the help content and guidance we publish for the Service.

Feedback has the meaning in clause 10.2.

Initial Term means the period stated on the Order Form, or 12 months from the Start Date if none is stated.

Order Form means the signed order form or online confirmation recording the Commercial Terms, including any Requirements Schedule attached to it.

Requirements Schedule has the meaning in clause 3.6.

Takeover Week has the meaning in clause 4.1.

Service has the meaning in clause 3.1.

Service Levels Schedule means Schedule 1 (Service Levels) to this agreement.

Start Date means the date on the Order Form or, if none, the date both parties sign it.

Tenant means the logically separated environment within the Service that holds your firm's Customer Data and configuration.

3. What Aurian is#

3.1 Aurian is an artificial intelligence agent that works as a coordinator for your firm. It is agentic: acting on your instructions and your firm's own information, it carries out front-office and project administration work for you, such as answering enquiries, preparing quotes and other documents, booking, tracking projects and raising paperwork, and it puts each step in front of a person at your firm for approval. It learns from your firm's approvals, edits and corrections, so its work moves closer to how your firm prices, writes and operates; what it learns from your firm stays in your Tenant and is used only for your firm (clause 8.2). Aurian is provided as a hosted service, together with its web application, portals and connections to the systems you choose (the Service). What your subscription includes is set out on the Order Form and in the Documentation.

3.2 You reach the Service through its web application, your connected email, your website enquiry form and the messaging workspaces you choose to connect, such as Telegram and Slack. The Service does not provide telephone numbers, SMS or WhatsApp.

3.3 The approval rule. The Service drafts. A person at your firm approves. Nothing produced by the Service is sent to a client, investor, buyer or supplier, and no money is spent, invoiced or committed, without an Authorised User at your firm approving it inside the Service. You are responsible for what you approve. The approval rule is a design feature of the Service and cannot be switched off.

3.4 We provide the Service with reasonable skill and care, in accordance with the Documentation and the Service Levels Schedule.

3.5 We may improve, add to or change features. We will not remove or materially reduce a feature that is material to your tier without at least 90 days notice, unless the removal is required by law, by a Connected Service withdrawing access, or to protect security. If we do remove such a feature and it materially reduces the value of the Service to you, you may end the agreement on 30 days notice and we will refund fees paid in advance for the period after the end date.

3.6 Developer requirements schedules. Where your Order Form includes a Requirements Schedule listing features we have agreed to deliver for your firm by stated dates (used for the Developer tier), we will deliver those features materially as described by those dates. If we miss a date by more than 30 days and do not fix it within 30 days of your written notice, you may end the agreement and we will refund fees paid in advance for the period after the end date. A Requirements Schedule is the only way a feature we have not yet built becomes a delivery commitment: demonstrations, roadmap descriptions and unbuilt features described on the Site are not. Features built under a Requirements Schedule belong to Aurian under clause 10.1 and may be offered to other customers.

3.7 Implementation, not customisation. Calibrated and Turnkey onboarding are the only paid services included in this agreement. Work that is specific to your firm and not common to your vertical is implementation work, quoted separately in writing at our published day rate before it starts, and is not a change to the Service.

3.8 We may offer features marked as beta, preview or early access. They are provided as they are, may be changed or withdrawn at any time, are excluded from the Service Levels Schedule, and you use them at your own discretion. The approval rule applies to them as to every other feature.

4. The Takeover Week, and pre-signature access#

4.1 The Takeover Week. Where the Order Form says so, the first seven days from the Start Date are the Takeover Week. During it we run one live workflow for your firm (usually enquiries through to booked site visits), with an Authorised User approving everything under clause 3.3, and on or before the seventh day we give you a written report of what the Service did: enquiries handled, response times, visits booked, quotes drafted, follow-ups sent, and our estimate of hours saved and revenue in play.

4.2 The seven-day door. You may end this agreement for any reason by written notice to us received by 11.59pm UK time on the seventh day of the Takeover Week. If you do, nothing is invoiced, no fees are due (including for any Calibrated onboarding work done during the week), and we delete Customer Data from your Tenant within 30 days unless you ask us in writing to export it first under clause 16.3. If you do not, the agreement continues for the full Initial Term and the first invoice is dated the eighth day from the Start Date, as recorded on the Order Form.

4.3 The Takeover Week is not a free trial. It is the first week of a signed agreement, and every clause of this agreement applies to it from the Start Date. We may publish aggregated, anonymised Takeover Week results under clause 8.4; anything that identifies your firm needs your written approval under clause 20.

4.4 Pre-signature access. Where instead we gave your firm access to the Service before you signed an Order Form, at no charge, so you could run it on your own enquiries first, this agreement (other than the payment provisions) applies to that access from the day it started, nothing is invoiced before the Start Date, and if you do not sign an Order Form within 30 days of the end of the access period we tell you, we delete Customer Data from the Tenant unless you ask us in writing to keep it for a further period, which we may agree at our discretion.

5. Your subscription and price#

5.1 Your tier, price, billing frequency, Initial Term, cohort, onboarding option and add-ons are on the Order Form. Everyone at your firm is included in the price: owners, staff, administrators and contractors filing time against your projects. There are no per-user fees, no usage bills and no AI credits.

5.2 Prices exclude VAT. Where VAT applies, it is added at the applicable rate.

5.3 Tiers reflect the size of your firm and, for the Developer tier, the number of live schemes and units with live buyer portals. If your firm exceeds the limits of your tier for two consecutive months we will tell you and move you to the right tier from the next billing period, at the price that applies to you under clause 6. Developer tier scheme and unit quantities are billed as set out on the Order Form and adjust monthly on the number of live schemes and live buyer portals.

5.4 No discounts. Our published prices are the prices. We do not offer discounts, and no partner, reseller or employee has authority to offer one. What early customers receive is a price lock under clause 6.

5.5 Fair use. The price includes reasonable use of the Service for your firm's own business. If your usage is consistently far above what is typical for a firm of your tier, to the point that it affects the Service for other customers or our costs materially, we will talk to you first and agree a way forward, which may be a move of tier. We will not suspend or charge you for usage without that conversation.

6. Cohort price lock#

6.1 Customers who sign before our published prices rise are placed in a numbered cohort recorded on the Order Form. Each cohort carries a lock:

(a) Founding cohort (places 1 to 10): your subscription price for the tier selected at signing is fixed for as long as you remain a continuous subscriber, regardless of any change to our published prices.

(b) Charter cohort (places 11 to 30): your price is fixed for 24 months from the Start Date.

(c) Early cohort (places 31 to 60): your price is fixed for 12 months from the Start Date.

6.2 A change of tier is priced at that tier's published price at the time of the change, which is then locked on the same basis as your cohort for the remainder of the lock period.

6.3 A lock lapses if your subscription lapses for more than 30 days. Monthly rolling subscriptions are not eligible for a lock.

6.4 The lock survives a sale of Aurian. If Aurian AI Ltd is acquired, merges, or transfers this agreement to a successor under clause 24.3, the successor is bound by your lock and by every other term of this agreement. The lock is a term of the contract, not a marketing promise.

7. Payment#

7.1 Subscription fees are payable in advance. Quarterly customers are charged for each quarter on the Start Date and every three months after it. Annual customers are charged for the year on the Start Date and on each anniversary. Monthly rolling customers are charged monthly in advance at the monthly rolling price.

7.2 Payment is by Direct Debit or card through our payment provider. You authorise us and our payment provider to collect each payment when it falls due, and a receipt is issued for every payment. We invoice for payment by bank transfer only where the Order Form says so, and those invoices are due within 7 days of the invoice date.

7.3 Onboarding fees (Calibrated or Turnkey) are charged on the Start Date and are not refundable once the work has begun. Where the Order Form says Calibrated onboarding is included, no onboarding fee is charged.

7.4 If a payment fails or is not made when due, we will tell you in writing. If it is still unpaid 7 days after we tell you, we may suspend access under clause 15 until it is paid. Suspension does not end the agreement or stop fees accruing. We may charge interest and compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8 percent a year above the Bank of England base rate) from the due date until payment, and recover reasonable costs of collection.

7.5 If you dispute a charge or invoice in good faith you must tell us within 14 days of its date with your reasons, pay the undisputed part on time, and work with us to resolve the dispute within 30 days. We will not suspend the Service over an amount that is genuinely in dispute under this clause.

7.6 Fees are not refundable except where this agreement says so.

7.7 You are responsible for any purchase order or other internal process you need to pay us; the absence of one does not delay payment.

8. Your data and your firm's know-how#

8.1 It is yours. Everything you put into the Service, and everything the Service produces for you from it, belongs to you: your rates, suppliers, quote templates, fee structures, tone of voice, clients, projects, documents, photographs, messages, AI Output once generated for you, and every rule the Service learns from your approvals and corrections (Customer Data).

8.2 It stays yours. Customer Data lives in your own Tenant. It is isolated from every other customer at the database level, under a role that cannot bypass that isolation, and the isolation has its own automated test suite. We never use one customer's data to train, tune, inform or improve the Service for another customer. Nothing learned from your firm is shown to, or used for, anyone else. By default your Tenant runs on infrastructure shared with other customers' Tenants, isolated as described in this clause. A private server used by your firm alone is available on request, at a price and on terms agreed in writing.

8.3 You give us a non-exclusive licence to host, copy, process, transmit, display and back up Customer Data only as needed to provide the Service to you, to provide support you ask for, to prevent or address security or technical problems, and to comply with law. The licence ends when this agreement ends and your data has been exported or deleted under clause 16.

8.4 We may use anonymised, aggregated statistics about how the Service is used (for example, average response times across all customers) that cannot identify you, your clients, your prices or any individual, including to improve the Service and in our marketing.

8.5 You are responsible for having the right to put Customer Data into the Service, including personal data about your clients, staff, contractors, investors and buyers, and for telling them what the Service does where the law requires it. The DPA sets out how we process personal data on your behalf.

8.6 You must not put into the Service data that you are not entitled to share with us, special category personal data (such as health data) unless the DPA allows it, payment card numbers, or anything that would breach the Acceptable Use Policy.

9. AI drafts and outputs#

9.1 The Service uses artificial intelligence to transcribe voice notes, to read photographs, and to draft text, prices and schedules from the information you give it. Drafts can be wrong, incomplete or out of date. Prices are estimates until you confirm them. We do not warrant that any AI Output is accurate, complete, lawful or fit to send without review. Clause 3.3 exists for that reason.

9.2 AI Output is generated for you from your own Customer Data and instructions. As between you and us, you own AI Output once generated for you, and to the extent we hold any intellectual property rights in it we assign them to you on creation. This is subject to the fact that similar output may be generated for other customers from their own data, and no customer owns the general patterns, models, prompts or workflows that produce it, which remain ours under clause 10.1.

9.3 The Service is a tool to help your firm work. It does not give professional, legal, financial, structural, planning, building-regulations or safety advice, and it does not replace the judgement of a qualified person at your firm. Where a draft touches on any of those matters, you must have it reviewed by a suitably qualified person before you rely on it.

9.4 We use third-party AI providers, currently Anthropic and OpenAI, to generate some AI Output and to transcribe voice notes. They are listed as sub-processors in the DPA. We use them only under terms that prohibit them from using your data to train their models.

9.5 We will tell you, in the Service and in our Trust Centre (aurian.app/trust), which features use AI and how. The approval rule means that no decision that has legal or similarly significant effects on a person is taken by the Service alone.

10. Our intellectual property, and your ideas#

10.1 The Service, its software, models, prompts, agent designs, workflows, interfaces, Documentation and everything we build into it belong to Aurian or our licensors. You have a non-exclusive, non-transferable right to use the Service for your firm's internal business for the term of the agreement. You get no other right in it, and you may not copy, resell, sublicense, reverse engineer, scrape, or build a competing product from it, or use it to train a machine learning model.

10.2 Suggestions. We build the product with our customers. If you give us a suggestion, feature request or feedback about the Service (Feedback), you agree that we may use it to improve the Service for all customers without owing you anything for it, and you grant us an irrevocable, perpetual, royalty-free licence to do so. You can send Feedback at any time by typing @request to the Service. Feedback does not include Customer Data: your prices, templates, processes and know-how remain yours under clause 8 even where they inspired a feature.

10.3 What Founding and Charter customers get for Feedback. Feedback from Founding and Charter customers is reviewed first and, where we build it, built first. We will tell you when a feature you suggested ships and, if you wish, credit your firm in the release note. We do not give any customer exclusivity over a feature, because a product only one firm can use is not a product we can keep running for you.

10.4 Your firm's name, logo and brand are yours. We use them only inside your Tenant, on your portals, and in marketing you have agreed to in writing under clause 20.

10.5 The Service includes open source components licensed under their own terms, listed in the Documentation. Nothing in this agreement restricts your rights under those licences.

11. Connected services#

11.1 You choose which Connected Services to link to the Service. Each is used under its own terms, which are between you and that provider. We access a Connected Service only through its official authorisation, only with the permissions you grant, and only to provide the Service.

11.2 We are not responsible for a Connected Service being unavailable, changing, or withdrawing access, or for data held in it. If a Connected Service that is material to your tier becomes unavailable to us for reasons outside our reasonable control, we will tell you and work with you on an alternative; clause 3.5 applies if we cannot provide one.

11.3 Where the Service posts data to a Connected Service on your approval (for example, an invoice to Xero or an email from your mailbox), that posting is treated as your action.

12. Security and service levels#

12.1 We keep appropriate technical and organisational measures to protect Customer Data, including Tenant isolation enforced in the database, encrypted connections, access controls, audit logging and daily backups retained for at least 7 days. Customer Data is hosted in Ireland, in the European Union. The measures are described in the DPA and our Trust Centre (aurian.app/trust).

12.2 Client, investor and buyer portals are opened by a unique link carrying an unguessable token. There are no client passwords to lose. You can rotate any token inside the Service.

12.3 Availability, support, maintenance and service credits are set out in the Service Levels Schedule. Service credits are your sole and exclusive remedy for failure to meet the availability commitment, except for the termination right in paragraph 2.3 of Schedule 1.

12.4 We will tell you without undue delay, and in any case within 72 hours, if we become aware of a security breach affecting Customer Data, with the information you need to meet your own obligations.

13. What you agree to#

13.1 You will use the Service only for your firm's own business and in accordance with the Acceptable Use Policy; keep login details secure; give access only to Authorised Users entitled to it; remove access promptly when someone leaves; and comply with the law, including data protection law, in your use of it.

13.2 You are responsible for everything done in the Service under your Authorised Users' accounts, and for the content of every message, quote, invoice or document you approve and send.

13.3 You will not use the Service to send unlawful, misleading, defamatory or harmful content, to send unsolicited marketing in breach of the Privacy and Electronic Communications Regulations, to infringe anyone's rights, or to attempt to access another customer's Tenant or test the security of the Service without our written agreement.

13.4 You are responsible for the accuracy of your rates, templates and rules, and for reviewing every draft before you approve it.

13.5 You will tell us promptly if you become aware of unauthorised access to your account.

14. Term and renewal#

14.1 The Initial Term is 12 months from the Start Date unless the Order Form says otherwise. Monthly rolling subscriptions have no Initial Term and either party may end them on 30 days written notice.

14.2 At the end of the Initial Term the agreement renews automatically for successive 12-month terms unless either party gives at least 30 days written notice before the end of the current term. We will remind you at least 60 days before renewal, stating the price that will apply.

14.3 On renewal your price is your locked price if your cohort lock still applies, otherwise our then-published price for your tier as stated in the renewal reminder.

15. Suspension#

15.1 We may suspend your access to all or part of the Service, giving as much notice as is reasonable in the circumstances, if: (a) an invoice is overdue under clause 7.4; (b) your use is in breach of the Acceptable Use Policy or poses a security risk to the Service or other customers; (c) we are required to by law or a Connected Service; or (d) your account has been compromised.

15.2 We will limit any suspension to what is needed, keep you informed, and restore access as soon as the reason is resolved. Suspension does not end the agreement or affect fees due, except that fees do not accrue for a suspension caused solely by our error.

16. Ending the agreement, and your data on exit#

16.1 Either party may end the agreement immediately by written notice if the other commits a material breach that is not fixed within 30 days of being asked in writing, or becomes insolvent, enters administration or liquidation, or stops trading.

16.2 If we ever stop providing the Service. If Aurian decides to discontinue the Service we will give you at least six months written notice, refund any fees paid in advance for the period after the Service ends, and provide a full export of your Customer Data under clause 16.3. This obligation binds any successor under clause 24.3.

16.3 Your data on exit. At any time during the agreement and for 60 days after it ends, you may export all Customer Data in commonly used, machine-readable formats (CSV, PDF and the original files you uploaded). We will help with a reasonable export request at no charge. Your client portals remain viewable for 30 days after the agreement ends so you can tell your clients. After 60 days we delete Customer Data from live systems, and from backups within the backup retention period, unless the law requires us to keep it, and we will confirm deletion in writing if you ask.

16.4 Ending the agreement does not affect fees already due or rights accrued. Clauses 8, 9.2, 10, 16, 17.3, 18, 19, 21, 23 and 24 survive, together with any other clause that by its nature is meant to.

17. Warranties#

17.1 Each party warrants that it has the power to enter this agreement and that doing so does not breach any other agreement it has.

17.2 We warrant that the Service will perform materially as described in the Documentation, that we will provide it with reasonable skill and care, and that we have the right to grant the licence in clause 10.1. If the Service does not perform as warranted, your remedy is for us to fix it within a reasonable time or, if we cannot, to end the agreement and refund fees paid in advance for the period after the end date.

17.3 Except as stated in this agreement, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted. We do not warrant that the Service will be uninterrupted or error-free, that AI Output will be accurate, or that the Service will meet requirements you have not told us about in writing.

18. Indemnities#

18.1 Our indemnity. We will defend you against any claim by a third party that your use of the Service in accordance with this agreement infringes that third party's intellectual property rights in the United Kingdom, and pay any damages finally awarded or agreed in settlement. This does not apply to a claim arising from Customer Data, Connected Services, a modification we did not make, or use in breach of this agreement. If such a claim is made or looks likely we may, at our option, obtain the right for you to continue using the Service, modify or replace it so it no longer infringes, or, if neither is reasonably possible, end the agreement and refund fees paid in advance for the period after the end date.

18.2 Your indemnity. You will defend us against any claim by a third party arising from Customer Data you had no right to provide, from content you approved and sent, or from your use of the Service in breach of this agreement or the law, and pay any damages finally awarded or agreed in settlement.

18.3 The indemnified party must tell the other promptly of the claim, give the other sole control of the defence and settlement (provided no settlement admits fault on behalf of the indemnified party or imposes obligations on it beyond payment covered by the indemnity), and give reasonable help at the indemnifying party's cost.

19. Liability#

19.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that cannot be limited by law.

19.2 Subject to 19.1, neither party is liable for loss of profit, loss of business, loss of contracts, loss of anticipated savings, loss of goodwill, or indirect or consequential loss, however arising.

19.3 Subject to 19.1 and 19.2, each party's total liability under or in connection with this agreement in any 12-month period from the Start Date, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid or payable by you in that period, except that:

(a) our liability for breach of clause 8.2 (using your data for another customer), clause 12.4 (breach notification) or the DPA is limited to two times those fees; and

(b) the indemnity in clause 18.1 is limited to two times those fees; and

(c) your liability under clause 18.2 (your indemnity) is limited to two times those fees.

19.4 We are not liable for the content of any draft you approve and send, for decisions you make in reliance on the Service or on AI Output, for loss caused by inaccurate rates, templates or rules you have entered, or for a Connected Service.

19.5 The limits above reflect the price of the Service, and you accept that you are responsible for taking out insurance that covers risks above them.

20. Case studies, references and referrals#

20.1 On request, we give you a written report of what the Service has done for your firm, drawn from your own usage data. Founding cohort customers receive that report at 30 and 90 days from the Start Date without asking. Founding cohort customers agree to provide their before-and-after usage numbers at 90 days for a written case study, and to take one call a quarter from a prospective customer, arranged by us at a time convenient to them. Nothing is published until you have approved every word in writing. You may withdraw approval for future use at any time.

20.2 We may name your firm as a customer, with your logo, on our website and in sales material once you have agreed in writing, which you may do on the Order Form. You may withdraw that agreement at any time and we will remove your name from new material within 30 days.

20.3 Referrals. For each firm you introduce that subscribes, you receive a credit equal to one month of your own subscription fee at the time the credit is earned. A credit is earned when the referred firm has paid its second quarterly invoice or its annual fee; nothing is earned on signing. You may earn up to twelve credits in any rolling twelve months. Credits are applied against your own subscription fees only, cannot be exchanged for cash and lapse if your subscription ends. For each further referred firm in that period, you instead receive 10 percent of the fees we receive from that firm in its first year, paid quarterly and repayable if that firm's subscription ends within six months of its Start Date. A referred firm is one you named to us, in writing or through your referral link, before we had contact with it, and that subscribes within six months of the introduction. A customer who would like to earn more than this may apply to join the Partner Network as a Referral Partner. The Partner Network Terms at aurian.app/partners apply.

20.4 Your client portals carry a small line stating that the portal is powered by Aurian, carrying your referral code. On the Studio, Practice and Firm tiers the line is part of the Service. On the Developer and Enterprise tiers you may ask us to turn it off on any portal.

21. Confidentiality#

21.1 Each party will keep the other's confidential information confidential, use it only for this agreement, and disclose it only to people who need it and are bound to keep it confidential, or where the law or a court requires. Your prices, suppliers, clients, projects and processes are your confidential information. Our software, prompts, roadmap, security details and pricing to other customers are ours.

21.2 Confidential information does not include information that is or becomes public through no fault of the receiving party, was already lawfully known to it, or is independently developed without use of the other's information.

21.3 This clause lasts five years after the agreement ends, and indefinitely for trade secrets and personal data.

22. Changes to the Service and to these terms#

22.1 We may change these terms, the Service Levels Schedule, the Acceptable Use Policy and the DPA for future periods by giving at least 60 days notice by email and in the Service. A change that materially reduces the Service or your rights does not apply to a Founding or Charter customer during their lock without their written agreement. Prices are governed by clauses 5 and 6, not by this clause.

22.2 If a change materially reduces your rights and you object in writing within the notice period, you may end the agreement at the end of the notice period and we will refund fees paid in advance for the period after the end date.

22.3 Changes required by law or to protect security may take effect on shorter notice, and we will explain why.

23. Disputes#

23.1 If a dispute arises, the parties' account contacts will first try to resolve it. If they cannot within 14 days, each party will escalate to a director, who will meet (in person or by video) within a further 14 days.

23.2 If the directors cannot resolve it within 30 days of the escalation, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before starting court proceedings, except that either party may seek urgent injunctive relief at any time.

23.3 This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

24. General#

24.1 Notices must be in writing by email to the addresses on the Order Form (and, for us, hello@aurian.app), and are treated as received the next Business Day. Routine operational messages may be given in the Service.

24.2 Neither party is liable for delay or failure caused by events outside its reasonable control, provided it tells the other promptly and does what it reasonably can to recover. If such an event lasts more than 60 days, either party may end the agreement on written notice. Payment obligations are not excused.

24.3 We may transfer this agreement to a company that acquires all or substantially all of our business or the Service, provided the successor agrees in writing to be bound by every term, including clauses 6.4 and 16.2, and we tell you within 30 days. You may transfer it to a successor to your firm's business with our consent, not to be unreasonably withheld or delayed. Otherwise neither party may transfer it without the other's consent.

24.4 We may use sub-contractors to provide the Service. We remain responsible for their work.

24.5 This agreement is the whole agreement between us and replaces earlier discussions, proposals and presentations. Each party confirms it has not relied on anything not written in it, but nothing limits liability for fraud.

24.6 A waiver of one breach is not a waiver of another. If any part is found unenforceable, the rest continues and the part is read down to the extent needed to make it enforceable.

24.7 Nothing in this agreement creates a partnership, joint venture or agency. No one other than the parties (and a successor under clause 24.3) has any right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

24.8 Each party will comply with the Bribery Act 2010 and the Modern Slavery Act 2015 in connection with this agreement.

24.9 The agreement may be signed electronically and in counterparts, each of which is an original.

Schedule 1: Service Levels#

This Schedule forms part of the Aurian Customer Agreement. Terms defined in the agreement have the same meaning here, and "clause" means a clause of the agreement.

1. Availability commitment#

1.1 We aim for the Service to be available 99.5 percent of the time in each calendar month.

1.2 Available means the Service's web application and portals respond to requests. Availability for a month is: (total minutes in the month minus Downtime) divided by total minutes in the month, expressed as a percentage. Telegram, Slack, email and accounting providers and other Connected Services are run by third parties; an outage of one of them is not Downtime, and the Service remains reachable through its web application and your other connected channels.

1.3 Downtime means minutes in which the Service is unavailable to all customers or to your Tenant, as measured by our monitoring, excluding: (a) planned maintenance under paragraph 3; (b) emergency maintenance to address a security vulnerability, limited to what is needed; (c) failure of a Connected Service or of your own systems, network or internet access; (d) suspension under clause 15; (e) beta features; and (f) events outside our reasonable control under clause 24.2. Slowness that does not prevent use, and unavailability of an individual AI provider where the Service continues to work with drafting delayed, are not Downtime.

2. Service credits#

2.1 If Availability in a month falls below the commitment, you may claim a credit against your next invoice:

The monthly fee is the annual or quarterly subscription fee for your tier divided by 12 or 3, or for monthly rolling customers the monthly subscription fee.

2.2 To claim, email hello@aurian.app within 30 days of the end of the month, stating the dates and times of the Downtime you experienced. We will confirm against our monitoring and apply the credit to your next invoice, or refund it if no further invoice is due. Credits in any month are capped at 25 percent of the monthly fee.

2.3 Service credits are your sole and exclusive remedy for our failure to meet the availability commitment. If Availability falls below 97 percent in any three months in a rolling 12-month period, you may in addition end the agreement on 30 days written notice and we will refund fees paid in advance for the period after the end date.

3. Maintenance#

3.1 We may take the Service down for planned maintenance for up to 4 hours a month, notified in the Service and by email at least 48 hours in advance, carried out outside 8am to 6pm UK time on Business Days where practicable.

3.2 Routine deployments are carried out without Downtime and are not maintenance.

4. Support#

4.1 How to raise a ticket. Type @support to the Service to raise a support ticket, or @request to raise a feature request. Both can be sent at any hour and are logged at once. You may also email hello@aurian.app. These are the only channels that open a ticket. A message sent to a member of our team's personal phone, messaging account or personal email is not a support request and does not start a response time; we will ask you to raise it through @support.

4.2 Support hours. Support is provided from 9am to 5.30pm UK time on Business Days (business hours). A business hour is an hour within business hours, and targets that start outside business hours run from the start of the next Business Day.

4.3 Categories and targets.

4.4 Marking a ticket urgent. You may mark a @support ticket as urgent where it meets the Urgent definition. We set the final category, acting reasonably, and will tell you if we change it. Urgent and High tickets alert a founder directly.

4.5 Outside business hours. Only Urgent tickets are worked on outside business hours, and on a reasonable-efforts basis. High, Normal and Request tickets raised outside business hours are picked up on the next Business Day.

4.6 Targets, not guarantees. The times in paragraph 4.3 are targets. A fix may be a workaround that restores the function while a permanent fix follows. Missing a target is not a breach of the agreement and does not give rise to a service credit; service credits apply only to Availability under paragraph 2. Time spent waiting for information or access we have asked you for does not count towards a target.

4.7 Founding cohort. The direct line to the founders offered to Founding cohort customers is a named founder contact during business hours and a regular check-in call. It is not a separate support channel and does not change the hours or targets in this paragraph 4.

4.8 What support covers. Support covers the Service as provided. It does not cover your own IT, Connected Services, or training beyond the Documentation and the onboarding option you chose. Additional training is available at our published rates.

5. Security incidents#

5.1 Security incidents affecting Customer Data are handled under clause 12.4 and the Data Processing Addendum: notification without undue delay and within 72 hours of us becoming aware, with updates as we learn more, and a written post-incident summary within 10 Business Days of resolution on request.

6. Monitoring and reporting#

6.1 We monitor the Service continuously. On request, we will provide your Availability figure and a summary of incidents for any of the last 12 months.

7. Changes#

7.1 We may improve these service levels at any time. We will not reduce them for existing customers except under clause 22.

Schedule 2: Acceptable Use#

This Schedule forms part of the Aurian Customer Agreement and applies to every Authorised User, including people using a portal. Terms defined in the agreement have the same meaning here, and "clause" means a clause of the agreement.

1. The principle#

Aurian is built to run the front office of a legitimate design, construction or development firm. Use it for that, in a way that is lawful and fair to the people whose data passes through it, and you will never need to read the rest of this policy.

2. You must not use the Service to#

Break the law or harm people. Send anything unlawful, defamatory, threatening, harassing, discriminatory or obscene; infringe anyone's copyright, trade mark, confidentiality or privacy; or facilitate fraud, money laundering, bribery or tax evasion.

Send unsolicited marketing. Send marketing emails or messages to individuals without the consent or soft opt-in that the Privacy and Electronic Communications Regulations require, or ignore an opt-out. The Service is for enquiries people have made to you and for clients you are working with, not for cold outreach lists.

Mislead. Send quotes, invoices, progress updates, investor reports or buyer schedules that you know to be false or misleading, or present AI Output as having been reviewed by a qualified person when it has not.

Put in data you should not. Enter special category personal data (health, ethnicity, religion, politics, biometrics, sexual life, trade union membership) unless we have agreed in writing under the DPA, enter criminal offence data, payment card numbers, or data you have no right to share with us. Site photographs may incidentally include people; do not upload photographs whose purpose is to record people.

Attack or overload the Service. Probe, scan or test the security of the Service without our written agreement (the Trust Centre at aurian.app/trust explains the right way to report a security issue); attempt to access another customer's Tenant; introduce malware; use scripts or bots to load the Service beyond what a firm of your size would ordinarily do; or circumvent the approval rule, rate limits or access controls.

Copy or compete. Copy, scrape, reverse engineer or build a competing product from the Service; use the Service or its output to train a machine learning model; resell, sublicense or share access outside your firm; or share portal links with people the portal is not for.

Impersonate. Pretend to be another firm or person, or send messages from a mailbox or channel you are not authorised to use.

3. Your responsibilities#

• Keep login details secure, use multi-factor authentication where offered, and remove access promptly when someone leaves.
• Review every draft before you approve it. You are responsible for what you approve and send.
• Give portal access only to the client, investor or buyer the portal is for, and rotate the link if you think it has been shared wrongly.
• Configure the Service (roles, connected services, retention) in a way appropriate to the data you hold.
• Tell us promptly at hello@aurian.app if you become aware of unauthorised access, a lost link or a suspected breach.

4. AI use#

• The Service drafts; a person at your firm approves. Do not set up a workflow, inside or outside the Service, that sends AI Output to a client, investor, buyer or supplier without human review.
• Do not use the Service to generate content whose purpose is to deceive, or to make decisions about individuals that have legal or similarly significant effects on them without human involvement.
• Do not attempt to make the Service produce output outside its purpose (for example, by prompting it to ignore its instructions).

5. What we do about breaches#

If we believe this policy has been breached we may, depending on seriousness: warn you and ask you to fix it; remove or disable the content or feature concerned; suspend access under clause 15; or end the agreement for material breach under clause 16.1. We will act proportionately, tell you what we have done and why, and restore access when the issue is resolved. Where the law requires, we may report conduct to the authorities.

6. Reporting misuse#

If you think a firm is misusing the Service, or a portal has been sent to you in error, email hello@aurian.app.

7. Changes#

We may update this policy under clause 22.

Related documents: Order Form · Data Processing Addendum · Partner Network Terms · Privacy and Cookies Notice · Trust Centre