Terms of Service
Last Updated: 2024-12-07
Table of Contents
1. Definitions
For the purposes of these Terms of Service, the following definitions apply:
- "Service" refers to the Astro web application and all related services provided by the Provider.
- "Provider" refers to Stefano De Cillis, an individual operating as a freelancer under Italian law (P.IVA 08650640728).
- "User" or "Customer" refers to any individual or legal entity that registers for and uses the Service.
- "Account" refers to the unique account created by the User to access the Service.
- "Organization" refers to a workspace within the Service where Users can collaborate and share data.
- "Customer Data" refers to all data, content, and information uploaded, created, or stored by Users within the Service, including but not limited to leads, quotations, proposals, projects, and team information.
- "Subscription" refers to the plan selected by the User, which may be free or paid, that determines access to Service features.
- "Third-Party Services" refers to external services integrated with or used by the Service, including but not limited to authentication providers, database services, and analytics tools.
2. Service Description
Astro is a comprehensive customer relationship management platform designed for agencies, freelancers, and small businesses. The Service provides the following core functionalities:
- Lead Pipeline Management: A visual Kanban board system for tracking and managing potential clients through various stages of the sales process.
- Quotation Generation: Tools for creating, managing, and exporting professional quotations with line items, tax calculations, and PDF export capabilities.
- Proposal Creation: A rich text editor for creating detailed project proposals with customizable sections, deliverables, and payment milestones.
- Project Management: Features for tracking active projects, payment installments, deadlines, and project status.
- Team Management: Tools for managing team members, their availability, hourly rates, and project allocations.
- Dashboard and Analytics: Overview of business metrics, revenue tracking, and upcoming payments.
- Multi-Organization Support: Ability to create and manage multiple organizations with separate data and team members.
The Service is provided as a Software as a Service (SaaS) solution accessible via web browsers. The Provider reserves the right to modify, update, or discontinue features of the Service at any time, with reasonable notice to Users where feasible.
3. Account and Registration
3.1 Account Creation
To use the Service, Users must create an account through our authentication provider (Clerk). Users may register using email and password or through supported Single Sign-On (SSO) providers. By creating an account, Users confirm that:
- They are at least 18 years of age or have reached the age of majority in their jurisdiction.
- They have the legal capacity to enter into a binding agreement.
- If registering on behalf of a legal entity, they have the authority to bind that entity to these Terms.
3.2 Account Information
Users agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. The Provider reserves the right to suspend or terminate accounts that contain false or misleading information.
3.3 Account Security
Users are responsible for:
- Maintaining the confidentiality of their account credentials.
- All activities that occur under their account.
- Immediately notifying the Provider of any unauthorized use of their account.
The Provider shall not be liable for any loss or damage arising from unauthorized access to User accounts resulting from the User's failure to protect their credentials.
3.4 Organization Ownership
When a User creates an Organization within the Service, they become the Organization owner and assume responsibility for managing Organization members, data, and settings. Organization owners may invite other Users to join their Organization with various permission levels.
4. User Obligations
4.1 Acceptable Use
Users agree to use the Service only for lawful purposes and in accordance with these Terms. Users shall not:
- Use the Service for any illegal, fraudulent, or unauthorized purpose.
- Violate any applicable local, national, or international law or regulation.
- Transmit any viruses, malware, or other malicious code.
- Attempt to gain unauthorized access to the Service or its related systems.
- Interfere with or disrupt the integrity or performance of the Service.
- Use the Service to send spam, phishing attempts, or unsolicited communications.
- Impersonate any person or entity or falsely represent affiliation with any person or entity.
- Collect or store personal data of other Users without their consent.
- Use automated systems or software to extract data from the Service (scraping) without authorization.
- Reverse engineer, decompile, or disassemble any part of the Service.
4.2 Content Responsibility
Users are solely responsible for all Customer Data they upload, create, or store within the Service. Users represent and warrant that:
- They have all necessary rights to use and share such data.
- The data does not infringe on any third-party intellectual property rights.
- The data does not contain illegal, defamatory, or otherwise objectionable content.
- Any personal data of third parties included in Customer Data is collected and processed in compliance with applicable data protection laws.
4.3 Compliance
Users are responsible for ensuring their use of the Service complies with all applicable laws and regulations, including but not limited to data protection laws (such as GDPR), tax regulations, and professional obligations relevant to their industry.
5. Subscription and Payments
5.1 Subscription Plans
The Service offers different subscription tiers, which may include free and paid options. The specific features, limitations, and pricing of each tier are described on the Service's pricing page and may be modified from time to time.
5.2 Free Tier
Users may access certain features of the Service at no cost under the free tier. The free tier may have limitations on features, storage, number of users, or other aspects of the Service. The Provider reserves the right to modify or discontinue the free tier at any time with reasonable notice.
5.3 Paid Subscriptions
Paid subscription plans provide access to additional features and higher usage limits. For paid subscriptions:
- Payment is due in advance for the subscription period selected.
- Subscriptions automatically renew unless cancelled before the renewal date.
- Prices are exclusive of applicable taxes unless otherwise stated.
- The Provider reserves the right to change pricing with 30 days' notice before the next billing cycle.
5.4 Refunds and Cancellation
Users may cancel their subscription at any time. Upon cancellation:
- The subscription remains active until the end of the current billing period.
- No refunds are provided for partial periods or unused time.
- Access to paid features will be restricted at the end of the billing period.
- Customer Data will be retained according to Section 7 (Customer Data).
5.5 Payment Processing
Payments are processed through secure third-party payment processors. The Provider does not store credit card or banking information directly. By providing payment information, Users authorize the Provider and its payment processors to charge the applicable fees.
6. Intellectual Property
6.1 Provider's Intellectual Property
The Service, including its software, design, graphics, interfaces, code, and documentation, is owned by the Provider and is protected by intellectual property laws. Users are granted a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms. This license does not include any right to:
- Modify, copy, or create derivative works of the Service.
- Sell, sublicense, or distribute the Service to third parties.
- Use the Service's branding, logos, or trademarks without authorization.
6.2 User's Intellectual Property
Users retain all intellectual property rights to their Customer Data. By using the Service, Users grant the Provider a limited license to process, store, and display Customer Data solely for the purpose of providing the Service.
6.3 Feedback
If Users provide feedback, suggestions, or ideas regarding the Service, the Provider may use such feedback without any obligation to compensate the User. Users acknowledge that any feedback provided becomes the property of the Provider.
7. Customer Data
7.1 Data Ownership
Customer Data belongs to the User or their Organization. The Provider claims no ownership over Customer Data and processes it only as necessary to provide the Service.
7.2 Data Accuracy
Users are responsible for the accuracy and completeness of their Customer Data. The Provider is not responsible for any issues arising from inaccurate or incomplete data provided by Users.
7.3 Data Export
Users may export their Customer Data at any time using the export features provided by the Service, such as PDF export for quotations and proposals. The Provider commits to supporting reasonable data portability.
7.4 Data Retention
Upon termination of a User's account or subscription:
- Customer Data will be retained for a period of 30 days to allow for data export.
- After the retention period, Customer Data will be permanently deleted from the Service's systems.
- Backup copies may be retained for a reasonable period as required for technical or legal purposes.
7.5 Data Processing
The Provider processes Customer Data in accordance with the Privacy Policy and applicable data protection regulations. For detailed information about data processing practices, please refer to the Privacy Policy.
8. Third-Party Services
The Service integrates with and relies upon various third-party services to provide its functionality:
8.1 Authentication (Clerk)
User authentication is handled by Clerk, a third-party authentication provider. By using the Service, Users also agree to Clerk's terms of service and privacy policy. The Provider is not responsible for Clerk's practices or any issues arising from the authentication service.
8.2 Database and Storage (Convex)
Customer Data is stored using Convex, a serverless database platform. Data is processed and stored according to Convex's infrastructure and security practices. The Provider selects reputable service providers but is not responsible for their independent actions or failures.
8.3 Analytics (PostHog)
The Service uses PostHog for analytics and usage tracking to improve the Service. Analytics data is collected in accordance with our Privacy Policy and PostHog's privacy practices.
8.4 General Third-Party Disclaimer
While the Provider carefully selects third-party service providers, Users acknowledge that:
- Third-party services are governed by their own terms and policies.
- The Provider cannot guarantee the continuous availability or performance of third-party services.
- The Provider is not liable for any damages resulting from third-party service failures or changes.
9. Warranties and Disclaimers
IMPORTANT: This section contains important limitations. Please read carefully.
9.1 "As Is" Provision
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.2 No Guarantee of Availability
The Provider does not warrant that:
- The Service will be uninterrupted, timely, secure, or error-free.
- The results obtained from using the Service will be accurate or reliable.
- Any errors in the Service will be corrected.
- The Service will be compatible with all devices or browsers.
9.3 Professional Advice Disclaimer
The Service is a tool for managing business operations and should not be considered a substitute for professional legal, accounting, tax, or business advice. Users are responsible for:
- Ensuring quotations and proposals comply with applicable laws and regulations.
- Verifying the accuracy of financial calculations.
- Seeking professional advice for legal, tax, or accounting matters.
9.4 Third-Party Services Disclaimer
The Provider makes no warranties regarding the reliability, availability, or performance of third-party services integrated with the Service.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User specifically approves this clause.
10. Limitation of Liability
IMPORTANT: This section contains important limitations on liability. Please read carefully.
10.1 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
- Loss of profits, revenue, or business opportunities.
- Loss of data or Customer Data.
- Business interruption.
- Cost of substitute services.
- Any damages arising from the use or inability to use the Service.
10.2 Cap on Liability
In any event, the Provider's total liability for any claims arising from or related to the Service shall not exceed the total amount paid by the User for the Service in the twelve (12) months preceding the claim, or one hundred euros (EUR 100) if no payments were made.
10.3 Exceptions
The limitations in this section do not apply to:
- Liability that cannot be excluded under applicable law.
- Damages caused by gross negligence or willful misconduct.
- Fraud or fraudulent misrepresentation.
10.4 Force Majeure
The Provider shall not be liable for any failure or delay in performing obligations under these Terms due to circumstances beyond reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, government actions, network failures, or third-party service provider failures.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User specifically approves this clause.
11. Indemnification
Users agree to indemnify, defend, and hold harmless the Provider and its affiliates, officers, agents, and employees from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from or related to:
- The User's use of the Service.
- The User's violation of these Terms.
- The User's violation of any applicable laws or regulations.
- Any Customer Data uploaded, created, or stored by the User.
- Any claims by third parties resulting from the User's actions or omissions.
- The User's infringement of any intellectual property or other rights of third parties.
This indemnification obligation shall survive termination of the User's account and these Terms.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User specifically approves this clause.
12. Termination
12.1 User's Right to Terminate
Users may terminate their account at any time by:
- Contacting the Provider at the email address provided in Section 15.
- Using the account deletion feature in the Service settings (when available).
12.2 Provider's Right to Terminate
The Provider may suspend or terminate a User's account immediately and without notice if:
- The User breaches these Terms.
- The User engages in fraudulent or illegal activities.
- The User's actions pose a security risk to the Service or other Users.
- Required by law or legal process.
- The User's account has been inactive for an extended period.
12.3 Effect of Termination
Upon termination:
- The User's access to the Service will be immediately revoked.
- Any outstanding payments become immediately due.
- Customer Data will be handled according to Section 7.4 (Data Retention).
- Provisions that by their nature should survive termination shall remain in effect (including Sections 6, 9, 10, 11, and 15).
12.4 Service Discontinuation
The Provider reserves the right to discontinue the Service with at least 90 days' notice to Users. In such case, Users will be provided with reasonable opportunity to export their Customer Data.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User specifically approves this clause regarding the Provider's right to terminate.
13. Beta Features and API Access
13.1 Beta Features
From time to time, the Provider may offer beta or experimental features. These features:
- Are provided "AS IS" without any warranties.
- May be modified, suspended, or discontinued at any time without notice.
- Are not covered by any Service Level Agreement (SLA).
- May contain bugs or errors that could affect User data.
Users who choose to use beta features do so at their own risk. Feedback on beta features is encouraged and appreciated.
13.2 API Access
If the Provider offers API access to the Service:
- API access is subject to these Terms and any additional API-specific terms.
- The Provider may impose rate limits and usage restrictions.
- API access may require additional authentication credentials.
- The Provider reserves the right to modify or discontinue API features.
13.3 Fair Use
All use of the Service, including any API access, is subject to fair use principles. The Provider reserves the right to limit or suspend access for Users who consume excessive resources or negatively impact the Service for other Users.
14. Modifications to Terms
14.1 Right to Modify
The Provider reserves the right to modify these Terms at any time. Modifications become effective when posted on the Service, unless otherwise specified.
14.2 Notice of Changes
For material changes to these Terms, the Provider will:
- Provide at least 30 days' notice before the changes take effect.
- Notify Users via email or through the Service interface.
- Highlight the key changes in the notification.
14.3 Acceptance of Changes
Continued use of the Service after the effective date of modified Terms constitutes acceptance of the changes. Users who do not agree with the modified Terms should discontinue use of the Service and may terminate their account.
14.4 Immediate Changes
Notwithstanding the above, the Provider may implement changes immediately if required by:
- Legal or regulatory requirements.
- Security concerns.
- Prevention of fraud or abuse.
15. Contact Information and Governing Law
15.1 Contact Information
For questions, concerns, or notices regarding these Terms or the Service, please contact:
15.2 Governing Law
These Terms and any disputes arising from or related to the Service shall be governed by and construed in accordance with the laws of Italy, without regard to conflict of law principles.
15.3 Jurisdiction
Any disputes arising from these Terms or the use of the Service shall be subject to the exclusive jurisdiction of the courts of Italy. Users irrevocably submit to the jurisdiction of such courts.
15.4 Language
These Terms are provided in English and Italian. In case of any discrepancy between the two versions, the Italian version shall prevail for Users in Italy, and the English version shall prevail for Users in other jurisdictions.
15.5 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
15.6 Entire Agreement
These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between the User and the Provider regarding the use of the Service.
15.7 No Waiver
The failure of the Provider to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User specifically approves the jurisdiction clause in Section 15.3.