Terms of Service

01Acceptance and scope

By signing a Service Order or Statement of Work with Astra, accepting a proposal, paying an Astra invoice, requesting or receiving services from Astra, or granting Astra access to your systems, you agree to these Terms on behalf of the entity you represent, and you represent that you are authorized to bind that entity.

These Terms apply to business and organizational clients only. Astra does not provide residential, consumer or household technology services, and any services rendered are for business purposes. Client acknowledges that consumer protection statutes applicable to household goods and services do not govern this relationship.

If a signed Master Services Agreement (“MSA”) exists between the parties, that MSA controls where it directly conflicts with these Terms. Otherwise these Terms, together with each Service Order, form the complete agreement (the “Agreement”).

02Definitions

Services

The managed IT, managed security, monitoring, help desk, backup, network, infrastructure, advisory, project and professional services described in a Service Order.

Service Order

Any written or electronic quote, proposal, order form, Statement of Work (“SOW”) or schedule accepted by Client that identifies the Services, covered environment, fees and term.

Covered Environment

The specific users, endpoints, servers, network devices, cloud tenants and locations expressly listed in a Service Order. Anything not listed is not covered.

Client Data

Data, files, records and content owned or controlled by Client that reside within the Covered Environment.

Third-Party Products

Hardware, software, licenses, subscriptions, cloud platforms, carrier circuits and vendor services procured by or through Astra, or already in use by Client.

Business Hours

Monday through Friday, 9:00 a.m. to 7:00 p.m. Mountain Standard Time, excluding United States federal holidays, unless a Service Order states otherwise.

03Services and service orders

Astra will perform the Services described in each Service Order in a professional and workmanlike manner, consistent with generally accepted industry practices for a managed service provider of comparable size and scope.

Response and resolution targets, if any, are stated in the applicable Service Order. Response targets are measured during Business Hours, describe the time to begin work, and are not guarantees of resolution time. Unless a Service Order expressly provides a service level credit, no credit, refund, penalty or liquidated damage arises from a missed target.

Astra may modify the tools, software agents, vendors, platforms and methods used to deliver the Services at any time, provided the substance of the Services is not materially reduced. Astra may perform work remotely, onsite, or through authorized subcontractors at its discretion.

Astra may schedule maintenance, patching, reboots and updates outside of Business Hours and may take systems offline as reasonably necessary to perform the Services or to contain a security event.

04Out of scope work

Unless expressly included in a Service Order, the following are not included and, if requested and performed, will be billed at Astra’s then-current project rates:

• Devices, users, sites, applications or cloud tenants not listed in the Covered Environment
• Support for hardware or software that is end-of-life, end-of-support, unlicensed, pirated, jailbroken, or no longer receiving security updates from its manufacturer
• Custom software development, database development, line-of-business application programming or scripting for third-party platforms
• Recovery, remediation, forensics or incident response arising from a security incident, ransomware event, data loss or outage, unless a Service Order expressly includes incident response
• Cabling, electrical work, construction, low-voltage installation, physical security systems, or work requiring a contractor license Astra does not hold
• Data entry, data cleansing, records migration or content creation
• Work required because Client, its employees or third parties made changes to the Covered Environment without Astra’s knowledge
• Support for personally owned devices, unless a Service Order expressly covers them
• Training beyond the security awareness content included in the Services
• Third-Party Product costs, license fees, subscription fees, shipping, freight, travel outside the Prescott, Arizona area, and permit or inspection fees

05Client responsibilities

Astra’s ability to deliver the Services depends on Client’s cooperation. Client will:

1. Provide timely, safe and sufficient access to premises, systems, networks, credentials and administrative accounts, including any physical access required for onsite work
2. Designate at least one authorized contact empowered to approve work, purchases and change requests
3. Maintain valid, properly licensed software and current vendor support contracts for all Third-Party Products in the Covered Environment
4. Provide accurate and complete information about the environment, including undocumented systems, prior incidents, shadow IT and third-party vendors with access
5. Not modify, disable, uninstall or interfere with monitoring agents, security software, backup software, firewall rules, group policies or other controls deployed by Astra
6. Promptly report suspected security incidents, outages, phishing attempts, lost or stolen devices, and employee departures
7. Implement Astra’s written security recommendations, or acknowledge in writing that a recommendation has been declined
8. Maintain adequate power, cooling, internet connectivity, physical security and general premises conditions
9. Ensure its personnel comply with Client’s own acceptable use and security policies
10. Pay all fees when due

06Minimum standards

Client must maintain the following minimum standards throughout the term. Astra may decline to support, or may exclude from any service commitment, any system that does not meet them:

• All operating systems, firmware and applications within the manufacturer’s supported lifecycle and receiving security updates
• Multi-factor authentication enabled on email, remote access, administrative accounts, financial systems and any platform that supports it
• Licensed, current endpoint security software deployed and managed by Astra on every covered device
• A functioning, Astra-managed backup solution for all systems containing business-critical data
• A supported, manufacturer-maintained firewall or security appliance
• Administrative credentials held by Astra sufficient to perform the Services
• Separation of administrative accounts from daily-use accounts

Where Client operates below these standards, Client accepts the resulting risk, and any service level target, warranty or commitment in a Service Order is suspended with respect to the affected systems.

07Fees, billing and taxes

Recurring fees. Managed service fees are billed monthly in advance and are due on receipt unless a Service Order states otherwise. Recurring fees are based on the Covered Environment counts at the start of each billing cycle. Additions during a cycle are prorated and billed on the next invoice. Reductions take effect at the start of the next cycle following written notice.

Project and hourly work. Project, out-of-scope and time-and-materials work is billed at Astra’s then-current rates, in minimum increments stated in the applicable Service Order. Estimates are good-faith projections and are not fixed-price commitments unless expressly labeled “fixed fee.”

After-hours and emergency work. Work performed outside Business Hours, on weekends, or on federal holidays may be billed at premium rates.

Third-Party Products. Hardware, software, licenses and subscriptions are billed as incurred, are non-refundable and non-cancelable once ordered, and remain subject to the vendor’s own terms. Astra may require prepayment.

Payment method. Client authorizes Astra to charge the payment method on file for all amounts due, including recurring fees, and to store that payment method with Astra’s payment processor.

Late payment. Past due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Arizona law. Client is responsible for all costs of collection, including reasonable attorney fees.

Suspension. If any invoice is more than fifteen (15) days past due, Astra may, after written notice, suspend the Services, monitoring, patching, backup and support, in whole or in part, until payment is received. Astra is not liable for any loss, damage, breach, data loss or downtime occurring during a suspension for non-payment. A reactivation fee may apply.

Disputes. Invoice disputes must be raised in writing within fifteen (15) days of the invoice date. Undisputed amounts remain payable.

Price changes. Astra may adjust recurring fees with thirty (30) days’ written notice, and may pass through vendor price increases, license changes, tariffs and regulatory fees as they occur.

Taxes. Fees exclude sales, use, transaction privilege and similar taxes, which are Client’s responsibility. Fees are non-refundable except where these Terms expressly state otherwise.

08Term, renewal and termination

Term. The initial term is stated in the Service Order. If none is stated, the term is month to month.

Renewal. Each term renews automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Termination for convenience. Either party may terminate a month-to-month engagement on thirty (30) days’ written notice. For a fixed-term engagement, Client may terminate early on thirty (30) days’ written notice provided Client pays all amounts accrued plus an early termination fee equal to fifty percent (50%) of the recurring fees that would have been payable for the remainder of the term, which the parties agree is a reasonable estimate of Astra’s onboarding investment and lost capacity, and not a penalty.

Termination for cause. Either party may terminate immediately if the other materially breaches the Agreement and fails to cure within ten (10) days of written notice. Astra may terminate or suspend immediately, without cure period, if Client fails to pay, operates unlawfully, misuses the Services, threatens or abuses Astra personnel, or takes action that creates material risk to Astra, its other clients, or its tools.

Effect of termination. On termination or expiration: all accrued fees become immediately due; Astra’s monitoring, security, backup and support obligations cease; Astra will remove or disable its agents, tools and licenses; and Astra’s subscriptions provided as part of the Services terminate. Client is solely responsible for arranging replacement services, backups and security coverage before the effective date of termination.

Offboarding and transition. Astra will provide reasonable transition assistance, including delivery of documentation and credentials in Astra’s possession relating to the Covered Environment, as billable professional services at Astra’s then-current rates. Astra will provide such assistance only if Client’s account is paid in full. Astra may retain and delete its own operational records, tooling data and internal documentation in the ordinary course.

09Third-party products and services

Astra is a reseller, integrator and administrator of Third-Party Products, not their manufacturer or publisher. Third-Party Products are provided subject to the applicable vendor’s license, warranty, support and acceptable use terms, which Client agrees to comply with. Client’s sole remedy for any defect, failure, outage, breach, discontinuation or misrepresentation of a Third-Party Product is against that vendor.

Astra makes no warranty of any kind regarding Third-Party Products and disclaims all liability for their performance, availability, security, data handling, price changes, licensing changes, or discontinuation.

Astra may earn margin, rebates or partner incentives on Third-Party Products it resells. Client consents to this arrangement.

If a vendor terminates, discontinues, materially changes or reprices a Third-Party Product that is necessary to deliver the Services, Astra may substitute a comparable product or adjust fees on notice to Client.

10Cybersecurity: no guarantee of prevention

Astra deploys commercially reasonable security controls, monitoring and practices as described in the applicable Service Order. Client acknowledges and agrees to the following.

Security is a shared responsibility. A substantial portion of successful attacks depends on end-user action that no provider controls. Client is responsible for its personnel, their conduct, their credential hygiene, its own financial verification procedures for payment and wire instructions, and its decisions about which recommended controls to fund.

Astra is not liable for any loss arising from a security incident, including business interruption, funds transfer fraud, ransomware payment, regulatory fine, notification cost, credit monitoring cost, reputational harm or third-party claim, except to the extent finally determined to be caused by Astra’s gross negligence or willful misconduct, and in all cases subject to the limitations in Section 16.

Cyber insurance. Astra strongly recommends that Client maintain its own cyber liability insurance with adequate limits. Astra’s insurance is not a substitute for Client’s coverage and does not extend to Client’s losses.

11Backup and disaster recovery

Where backup services are included in a Service Order, Astra will configure, monitor and periodically test the backup solution for the systems expressly listed. Client acknowledges that:

• Backups protect only the systems, data sets, applications and retention periods expressly listed in the Service Order
• Recovery point and recovery time objectives are targets, not guarantees, and actual recovery depends on the nature of the failure, data volume, hardware availability, internet bandwidth and vendor platform performance
• No backup solution can guarantee complete, uncorrupted or timely recovery of all data, and some data loss between backup intervals is expected in any recovery event
• Client is responsible for identifying business-critical systems and data, and for notifying Astra of new systems, applications or data locations that require protection
• Recovery services following a data loss or incident are billable out-of-scope work unless expressly included

Astra’s total liability for any backup or recovery failure is limited as set out in Section 16, and expressly excludes the value of lost data, the cost of data recreation and consequential business loss.

12Data, privacy and confidentiality

Ownership. Client retains all right, title and interest in Client Data. Astra claims no ownership of Client Data and will access it only as reasonably necessary to deliver, secure, support and invoice for the Services, to comply with law, or as directed by Client.

Confidentiality. Each party will protect the other’s confidential information with at least the same care it uses for its own, and will not disclose it except to personnel, subcontractors and advisors with a need to know who are bound by comparable obligations. These obligations do not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law or legal process.

Administrative access. Client authorizes Astra to hold administrative credentials, deploy management and monitoring agents, remotely access covered systems, view system and security telemetry, and act on Client’s behalf with Third-Party Product vendors.

Operational data. Astra may collect and retain configuration, performance, ticket, telemetry and security data about the Covered Environment, and may use aggregated, de-identified data to operate, benchmark and improve its services.

Data location and vendors. The Services rely on third-party cloud platforms that may store data outside Client’s state. Client consents to that processing.

Data return and deletion. Astra is not a data custodian or system of record. Client is responsible for maintaining its own copies of Client Data. Following termination, Astra may delete data held in its tools in the ordinary course, subject to Section 8.

13Regulated data and compliance

Client is solely responsible for identifying, in writing and in advance, any regulated data in its environment, including protected health information, cardholder data, controlled unclassified information, financial records, student records, biometric data, and personal data subject to state or foreign privacy law, and for identifying the specific regulatory frameworks that apply to it.

Astra does not warrant that the Services, alone or together, achieve compliance with HIPAA, HITECH, PCI DSS, CMMC, NIST, SOC 2, GLBA, FERPA, CJIS, GDPR, CCPA or any other framework. Compliance is Client’s obligation. Astra provides technical controls and advisory input that support a compliance program; it does not serve as Client’s compliance officer, legal counsel, auditor or assessor, and nothing in the Services constitutes legal advice.

Where Astra will handle protected health information, the parties must execute a separate Business Associate Agreement. Absent an executed BAA, Client will not place protected health information within Astra’s access, and Astra bears no HIPAA-related liability.

14Intellectual property

All tools, scripts, automations, templates, documentation formats, configurations, runbooks, methodologies, know-how, assessments, reports and deliverables developed or used by Astra, together with all improvements to them, are and remain the exclusive property of Astra and its licensors, including any developed in the course of performing the Services and any suggestions or feedback provided by Client.

Client receives a non-exclusive, non-transferable, revocable license to use Astra deliverables solely for Client’s internal business purposes during the term. Client will not copy, resell, sublicense, publish, reverse engineer or provide Astra deliverables, pricing, assessment reports or documentation to a competitor of Astra.

Astra’s names, logos and marks, including “Astra Tech Support” and “ASTRA Technologies,” may not be used without prior written consent. Astra may identify Client by name and logo as a client in marketing materials unless Client objects in writing.

15Limited warranty and disclaimer

Astra warrants only that the Services will be performed in a professional and workmanlike manner. Client’s exclusive remedy for breach of this warranty is re-performance of the deficient Service, provided Client notifies Astra in writing within thirty (30) days of performance.

16Limitation of liability

To the maximum extent permitted by law, Astra will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, or for any loss, corruption or cost of recreation of data, business interruption, downtime, regulatory fine or penalty, breach notification cost, funds transfer fraud loss, ransom payment, or third-party claim, even if Astra was advised of the possibility of such damages and even if the limited remedies in these Terms fail of their essential purpose.

Astra is not liable for any loss caused by: acts or omissions of Client, its personnel or its other vendors; Third-Party Products; Client’s failure to implement recommendations; unauthorized changes to the Covered Environment; systems, sites or data outside the Covered Environment; suspension for non-payment; end-user error or misconduct; or events outside Astra’s reasonable control.

These limitations apply to ASTRA Technologies LLC and its divisions, members, managers, officers, employees, contractors and agents, are an essential basis of the bargain, and reflect the allocation of risk between the parties given the fees charged. Any claim must be brought within one (1) year after the cause of action accrues or it is permanently barred.

17Indemnification

Client will defend, indemnify and hold harmless Astra, ASTRA Technologies LLC, and their respective members, managers, officers, employees, contractors and agents from and against any claim, demand, action, loss, liability, fine, penalty, damage, cost and expense, including reasonable attorney fees, arising out of or relating to: (a) Client Data and Client’s use of the Services; (b) Client’s breach of the Agreement or of any Third-Party Product license; (c) Client’s violation of law or of any regulatory or contractual obligation, including data protection and compliance obligations; (d) any security incident, data breach or loss affecting Client, except to the extent finally determined to result from Astra’s gross negligence or willful misconduct; (e) Client’s failure to implement Astra’s written recommendations; (f) the acts or omissions of Client’s personnel, customers or other vendors; and (g) any claim by a third party relating to Client’s business, products or services.

18Insurance

Astra maintains the insurance coverage it deems commercially appropriate for its business and will provide a certificate on reasonable request. Astra’s coverage is for Astra’s benefit, does not name Client as an insured unless separately agreed in writing, and does not expand Astra’s liability beyond the limits in Section 16. Client is responsible for maintaining its own general liability, property, business interruption and cyber liability insurance.

19Acceptable use

Client will not use the Services, or permit their use, to: violate any law or third-party right; infringe intellectual property; transmit malware; send unlawful bulk email; access systems without authorization; store or distribute unlawful content; circumvent licensing; or interfere with Astra’s tools, other clients or vendor platforms. Astra may suspend the Services immediately, without liability, to stop or investigate suspected misuse, unlawful activity or a threat to its infrastructure.

Client will treat Astra personnel professionally. Astra may terminate the Agreement immediately if its personnel are subjected to abuse, threats, harassment or unsafe working conditions.

20Non-solicitation of personnel

During the term and for twelve (12) months afterward, Client will not directly or indirectly solicit for employment or engagement, or hire, any Astra employee or contractor who performed Services for Client, without Astra’s prior written consent. If Client breaches this section, Client will pay Astra a placement fee equal to fifty percent (50%) of that individual’s first-year total compensation, which the parties agree is a reasonable measure of Astra’s recruiting, training and replacement cost and is not a penalty. This section does not restrict responses to general public job postings not targeted at Astra personnel.

21Force majeure

Neither party is liable for any delay or failure to perform, other than an obligation to pay money, caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, earthquake, epidemic, war, terrorism, civil unrest, labor action, power or telecommunications failure, internet or cloud provider outage, supply chain disruption, nation-state or criminal cyberattack, vendor failure, or government action.

22Subcontractors and assignment

Astra may use qualified subcontractors and vendors to perform any part of the Services and remains responsible for the Services so delegated. Client may not assign the Agreement without Astra’s prior written consent. Astra may assign the Agreement in connection with a merger, reorganization, sale of assets or change of control, including any assignment to or from ASTRA Technologies LLC or an affiliate.

23Communications and consent

Client consents to receive service, administrative, security, ticket, invoice and account communications from Astra by email, telephone, text message and through Astra’s ticketing and remote support tools, at the contact information Client provides. Client is responsible for keeping that information current. Astra may record remote sessions and support calls for quality, documentation and security purposes.

Electronic signatures, written approvals by email, and approvals given through Astra’s ticketing or quoting systems are binding and enforceable.

24Dispute resolution and arbitration

Good-faith resolution. Before filing any claim, the parties will attempt to resolve the dispute in good faith through direct discussion between senior representatives for at least thirty (30) days after written notice of the dispute.

Binding arbitration. Any dispute not resolved under the preceding paragraph will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Yavapai County, Arizona. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction. The arbitrator may not award relief inconsistent with the limitations in Section 16.

Exceptions. Either party may bring an individual action in small claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect confidential information, intellectual property, or to prevent unauthorized system access. Astra may pursue collection of undisputed past due amounts in court.

Fees. In any arbitration or litigation arising out of the Agreement, the prevailing party is entitled to recover its reasonable attorney fees, expert fees and costs.

25Governing law and venue

The Agreement is governed by the laws of the State of Arizona, without regard to its conflict of law rules. Subject to Section 24, the exclusive venue for any action is the state or federal courts located in Yavapai County, Arizona, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26Notices

Notices must be in writing and are effective on delivery when sent by email to the addresses on record, by nationally recognized courier, or by certified mail. Notices to Astra must be sent to hello@astratechsupport.com. Routine operational communication may occur through Astra’s ticketing system.

27Changes to these Terms

Astra may update these Terms from time to time. The current version is always posted at this page with its effective date. Material changes will be communicated by email or through the Services at least thirty (30) days before taking effect. Continued use of the Services after the effective date constitutes acceptance. If Client objects to a material change, Client may terminate under Section 8 before the change takes effect.

28General provisions

Entire agreement. The Agreement is the complete and exclusive agreement between the parties on its subject matter and supersedes all prior proposals, discussions and representations. Astra expressly rejects any additional or conflicting terms contained in a Client purchase order, vendor portal or procurement form.

Order of precedence. A signed MSA controls, then the applicable Service Order, then these Terms.

Independent contractor. The parties are independent contractors. Nothing creates an employment, partnership, joint venture, agency or fiduciary relationship.

No third-party beneficiaries. The Agreement is for the benefit of the parties only.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder stays in force.

No waiver. Failure to enforce any provision is not a waiver of it.

Survival. Sections 7, 9 through 20, and 24 through 28 survive termination.

Headings. Headings are for convenience only and do not affect interpretation.

29Contact

Astra Tech Support, a division of ASTRA Technologies LLC
Prescott, Arizona, United States
hello@astratechsupport.com
(928) 889-6569