Last updated: August 2026
These Astran general terms of service (the "Terms"), which govern access to and use of the Astran Service, are entered into between Astran, a French simplified joint-stock company (société par actions simplifiée) registered with the Paris Trade and Companies Register under number 897 590 592 RCS ("Astran"), and the legal entity identified in the Order placed with Astran (the "Client").
These Terms, together with the Order, constitute a binding contract between Astran and the Client.
The person accepting these Terms on behalf of the Client represents that he/she has the requisite power to validly bind the Client and enter into the Contract on its behalf.
The effective date of these Terms shall be the earlier of the following two dates:
These Terms will govern the Client's initial purchase as of the effective date, as well as any subsequent purchase made by the Client pursuant to an order form referring to these Terms.
Astran may amend these Terms. Unless otherwise indicated by Astran, such amendments will take effect with respect to the Client upon renewal of the current Subscription Period or on the effective date of a new Order after the updated version of these Terms takes effect. Astran will use reasonable efforts to notify the Client of any such amendments. The Client may be required to click to accept or otherwise agree to the amended Terms prior to renewing a Subscription Period or on the effective date of a new Order, and in any event, continued use of any Astran Offering following the effective date of the updated version of these Terms will constitute acceptance by the Client of that updated version.
Each User shall be assigned a unique Identifier by the Administrator or by Astran, in accordance with the Client's instructions and under the Client's responsibility. Such Identifier is required to access the Service.
Astran shall use commercially reasonable efforts to make the Service available to the Client at all times, except for scheduled maintenance and any unavailability caused by an Exculpatory Event.
Astran may deploy new Versions of the Service. If Astran modifies the Service in a manner that materially reduces its functionality, Astran shall notify the Client and take the necessary steps to mitigate any such disruption.
Astran shall implement all appropriate software security measures in accordance with software industry standards, under an obligation of means. The Client hereby acknowledges that these measures are appropriate, having regard to the type of use the Client intends to make of the Service and the nature of the Client Data concerned.
Astran shall provide, during the Subscription Period, support services to the Client in accordance with its support policy appended to these Terms and as described in the Order. If the level of support is not specified in the Order, the Client shall be entitled to a standard level of support, as set forth in the Astran Support Terms appended hereto. Such standard level of support is included in the price of the Service.
All other services provided by Astran to the Client, and the pricing thereof shall be subject to a separate Order.
The Client shall use the Service in accordance with these Terms and all applicable laws and regulations. The Client shall be fully responsible for all Client Data as well as all content and actions generated or performed in connection with the use of the Service.
Astran exercises no control over the Client Data or any content and actions generated or performed in connection with the use of the Service and assumes no liability in respect thereof.
The Client shall be responsible for obtaining and maintaining all equipment and ancillary services required to access and use the Service. The Client shall ensure that such equipment and ancillary services are compatible with the Service. In addition, the Client shall be responsible for the use and security of such equipment and shall ensure that it meets the minimum configuration requirements for accessing and using the Service at all times.
The Client shall be responsible for all activities carried out by Users on the Service. The Client shall be responsible for Users' compliance with these Terms and for the access to and use of the Service by Users. The Client shall be fully liable for any use, misuse or fraud that may be committed by Users in connection with the use of the Service.
The Client may designate Users as Administrators. Administrators may have the ability to monitor, restrict or terminate access to Users' Service Accounts. Astran shall not be liable for the internal management or administration of the Service or for any action taken by Administrators.
Astran shall not be liable for any damages or losses caused from any security breach caused by a failure attributable to the Client or a User in relation to the confidentiality of its own identifiers.
The Client shall use the Service in compliance with these Terms and shall ensure that its Users and Administrators shall not:
The Client shall prevent unauthorised use of the Service and/or the Properties by Users and shall terminate any unauthorised use of or access to the Service. The Client shall promptly notify Astran of any unauthorised use of or access to the Service. The Client shall be liable for any act, breach or misuse of the Service by Users.
Any act by the Client, including any act by a User, constituting a breach of these Terms, and in particular of any obligations set forth herein, which, in Astran's reasonable judgement, is likely to threaten the security, integrity, availability of, or Astran's rights in, the Service and/or the Properties, may result in the immediate suspension by Astran of the Client's access to the Service and use of the Properties.
If the Client subscribes to an evaluation phase, whether through direct registration on the Astran Website, by email request, or through an Order, Astran shall make the Service available to the Client on a trial basis until the earlier of the following two dates: (i) the expiration of the trial period for which the Client registered for the Service, where applicable; or (ii) the termination of the trial period in accordance with the terms set forth by Astran.
During the evaluation phase, use of the Service is strictly limited to non-commercial evaluation purposes. Where the user is a partner, such partner shall not make available, license, distribute, or otherwise grant access to the Service, directly or indirectly, to any third party. Where the user is an end client, such end client shall not deploy the Service in a production environment or make any operational use thereof; the Service may only be used for trial purposes.
Notwithstanding any provision contained in these Terms, during the evaluation phase, the Service is provided on an "AS IS" basis.
Astran makes no commitment during the evaluation period with respect to functionality of the Service, its service levels, or the data processed.
ASTRAN DISCLAIMS ALL WARRANTIES AND SHALL HAVE NO INDEMNIFICATION OBLIGATION OR LIABILITY WHATSOEVER WITH RESPECT TO THE SERVICE WHEN USED DURING THE EVALUATION PHASE, UNLESS SUCH EXCLUSION IS UNENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE ASTRAN'S AGGREGATE LIABILITY SHALL BE LIMITED AS SET FORTH IN THE "LIMITATION OF LIABILITY" SECTION OF THESE TERMS.
Unless expressly provided otherwise in these Terms, (a) no intellectual property rights in Client Data are granted to Astran, and (b) no intellectual property rights in the Service, the Properties, or Astran's trademarks and brand features are granted to the Client.
Astran grants to the Client, for the Subscription Period, a limited, non-sublicensable, non-exclusive and non-transferable right (except to the Client's Affiliates) permitting Users to access and use the Service in accordance with the Documentation and solely for the purposes of the business of the Client or its Affiliates.
The Client shall remain the sole owner of the Client Data. The Client grants to Astran only such rights and authorisations in respect of the Client Data as are strictly necessary to provide the Service. To that end, for the duration of the Terms, the Client grants to Astran, on a worldwide basis, the right to use, copy and display the Client Data, and any other rights therein necessary solely for the purpose of performing the Service. The Client also grants such limited rights and authorisations to any third party with which Astran works to provide the Service (for example, hosting or storage of Client Data).
Astran may (but shall not be required to) use, modify and incorporate into its software and Service any suggestion, enhancement request, correction or other feedback provided by the Client and Users. By providing such Feedback, the Client and/or User waives all rights therein and agrees that Astran shall have the right to use, modify and incorporate such Feedback freely and without any legal obligation whatsoever in respect thereof.
Each party undertakes to comply with the provisions of applicable legislation relating to the protection of personal data, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"), and French Law No. 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties, as amended (together, the "Applicable Data Protection Legislation").
In the course of managing the business relationship, each Party collects and processes personal data relating to the other Party's employees. In this context, each Party acknowledges that it acts as a separate data controller.
The data processed consists of identification data, for the purpose of managing the contractual relationship (including management of the Contract, invoicing, monitoring of the Service to which the Client has subscribed, and day-to-day communications between the Parties).
The processing carried out by each Party in this context is based on performance of the Contract and, with respect to processing carried out for accounting purposes in connection with invoicing, on compliance with the legal obligations incumbent upon each Party.
The data shall be retained by each Party for the entire duration of the Contract and, where applicable, archived for the duration of the applicable statutory limitation period (generally five (5) years, except for accounting data, which shall be retained for a total of ten (10) years).
Such data shall not be transferred outside the European Economic Area but may be disclosed to third-party service providers for the purpose of performing hosting, storage, communication, database management or IT maintenance services.
The provision of such data is mandatory. In the absence thereof, it will not be possible to enter into the Contract, as such data is essential for management of the Contract by each Party.
In accordance with the Applicable Data Protection Legislation, the employees of each Party shall have the right to: (i) obtain access to their personal data undergoing processing; (ii) request the erasure of their personal data; (iii) request the restriction of the processing of their personal data; (iv) request the rectification of their personal data undergoing processing; (v) request the portability of their personal data; and (vi) set out post-mortem instructions regarding the handling of their personal data after their death.
To exercise these rights, they may submit a request to the contact details below:
If, following such contact, they consider that the aforementioned rights have not been respected, they may lodge a complaint with a competent supervisory authority, namely, in France, the French Data Protection Authority (Commission Nationale de l'Informatique et des Libertés - CNIL).
The Parties undertake to comply with this Section throughout the term of the Contract, it being specified that the obligations set forth in this Section shall survive the termination of the Contract in accordance with Applicable Data Protection Legislation, and in particular obligations relating to the security and confidentiality of personal data.
Each Party undertakes to provide the information contained in this clause to its employees whose personal data may be processed by the other Party in connection with the Contract.
In the course of providing, administering and improving the Service, Astran collects and processes certain personal data relating to the Administrators designated by the Client, as well as certain information relating to the use of the Service. In this context, Astran acts as a separate data controller.
The data processed may include, in particular, the professional identification and contact data of the Administrators, data relating to their Administrator Accounts, their roles and access rights, as well as technical and usage data relating to the use of the Service, such as access frequency, the type and duration of field processes managed through the application, browser type and operating system, etc.
Such data is processed for the purposes of: (i) creating and managing Administrator Accounts and (ii) monitoring adoption of the Service, assisting with the diagnosis of technical issues, administering the Service and improving the quality of the Service. Astran may also use such information to produce statistics, benchmarking reports, or predictive models.
Such processing is based on Astran's legitimate interests in providing, administering, securing and improving the Service, as well as in maintaining metrics relating to its use. Where the processing is strictly necessary for the management of the Contract entered into with the Client, it may also be carried out on the basis of the performance of that Contract.
The data shall be retained for the term of the Contract and, where applicable, archived for the duration of the applicable statutory limitation period (generally five (5) years).
Technical logs and usage data shall be retained for a period not exceeding that which is necessary for the purposes of security, administration, diagnosis and improvement of the Service, unless a contrary legal obligation applies or longer retention is required in the event of litigation or pre-litigation proceedings.
This data shall not be transferred outside the European Economic Area but may be disclosed to third-party service providers for the purpose of performing hosting, storage, communication, database management, or IT maintenance services.
Where possible, Astran may irreversibly anonymise data collected in connection with use of the Service. Data so anonymised shall no longer constitute personal data and may be freely used by Astran, in particular for statistical purposes, improvement of the Service, benchmarking, reporting or predictive modelling. Astran may also share aggregated and anonymized information with its clients, prospects, partners or third parties.
The provision of data necessary for the creation and management of Administrator Accounts is mandatory in order to enable access to and administration of the Service. In the absence thereof, Astran shall not be in a position to create or maintain the relevant Administrator Accounts, nor to enable the administration of the Service under the conditions set forth in the Contract.
In accordance with the Applicable Data Protection Legislation, Administrators shall have the right of access, rectification, erasure, portability, restriction of, and objection to the processing of their personal data, as well as the right to set out instructions regarding the handling of their data after their death.
To exercise such rights, Administrators may submit a request to Astran by email to the following address: dpo@astran.ai.
If, following such contact, they consider that their rights have not been respected, they may lodge a complaint with a competent supervisory authority, namely, in France, the French Data Protection Authority (CNIL).
The Client undertakes to provide the information contained in this clause to those Administrators whose personal data may be processed by Astran in connection with the Contract.
In order to provide the Service, Astran processes personal data of the Client's Users, as well as certain Client Data constituting personal data within the meaning of Article 4(1) of the GDPR, processed in connection with use of the Service.
In this context, the Parties acknowledge that the Client acts as data controller (the "Data Controller") and Astran acts as data processor (the "Data Processor").
The Data Controller shall remain solely responsible for the accuracy, quality and lawfulness of the personal data provided to or made available to the Data Processor.
The terms "data controller", "data subject", "personal data", "processing", "data processor", "sub-processor", "data protection impact assessment" and "personal data breach" have the same meaning as under the GDPR.
In this context, the personal data processing operations carried out by the Data Processor are described below:
The Data Controller undertakes to:
The Data Processor undertakes to:
The measures implemented by the Data Processor are as follows:
List of authorised sub-processors:
The Data Controller accepts and acknowledges that the Data Processor may transfer personal data outside the European Economic Area, provided that such transfers are subject to the appropriate safeguards set out in Chapter V of the GDPR, including, where applicable, execution of the European Commission's standard contractual clauses and the implementation of appropriate technical and organisational measures.
For the purposes of this Section, the Party disclosing Confidential Information shall be referred to as the "Disclosing Party" and the Party receiving such Confidential Information shall be referred to as the "Receiving Party".
For the entire duration of the Contract, each Party undertakes to use the other Party's Confidential Information solely for the purposes of performing the Contract and not to disclose such information to any third parties without the prior written consent of the Disclosing Party.
Each Party undertakes to protect the other Party's Confidential Information with a level of diligence at least equivalent to that which it applies to its own confidential information of a similar nature and, in any event with a reasonable level of protection commensurate with the sensitivity of the Confidential Information concerned.
Without prejudice to the definition of Confidential Information, the Parties acknowledge that information relating to security, compliance, audits, certifications, control reports, penetration testing reports, vulnerabilities, incidents, technical architectures, organisational and technical measures, internal procedures, remediation plans, as well as financial, commercial or pricing information, is of a particularly sensitive nature. The Receiving Party undertakes to apply enhanced protective measures to such information and to restrict access thereto solely to those persons who have a strict need to know for performance of the Contract.
The Receiving Party may disclose Confidential Information only to its Affiliates, employees, officers, consultants, contractors, professional advisors or auditors, provided that such persons: (i) have a strict need to know for the purposes of the Contract; (ii) are bound by confidentiality obligations at least equivalent to those set forth in this Section; and (iii) do not use the Confidential Information for any other purpose. The Receiving Party shall remain fully liable for any disclosure, use or retention of Confidential Information by such persons.
Notwithstanding the foregoing, Confidential Information relating to security, compliance, audits, certifications, vulnerabilities, incidents, or the technical architecture of Astran may only be disclosed by the Client to a third party, including an external auditor, with prior written consent of Astran, unless required by a mandatory legal or regulatory obligation. In such latter case, to the extent legally permitted, the Client shall notify Astran in advance of such disclosure and limit the communication to the information strictly required.
The following information shall not be deemed Confidential Information:
Upon expiration or termination of the Contract, for whatever reason, the Receiving Party shall, at the election of the Disclosing Party, return or delete the Confidential Information received, subject to copies retained for legal, regulatory or evidentiary archiving purposes, which shall remain subject to the confidentiality obligations set forth in this Section.
The confidentiality obligations set forth in this Section shall survive for a period of five (5) years following the end of the Contract, irrespective of the cause thereof.
Each Party represents and warrants to the other Party that: (i) it is a duly organized entity, validly existing under the laws of its jurisdiction of organization; (ii) it has all requisite authorisations to carry on its business in connection with these Terms; and (iii) it has the requisite power and authority to negotiate, execute, deliver and perform its obligations under these Terms.
Astran warrants that, during the term of the Terms, the Service will perform in conformity with the Documentation. In the event of any non-conformity of the Service, Astran shall use commercially reasonable efforts to remedy such non-conformity at no additional cost to the Client. If Astran fails to remedy such non-conformity within a reasonable period following receipt of written notice from the Client detailing the non-conformity, the Client shall be entitled to terminate the Service. The obligations set forth in this Section shall constitute the Client's sole and exclusive remedy and Astran's entire liability for breach of this warranty.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND SUBJECT TO THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS, ASTRAN AND ITS AFFILIATES (TOGETHER WITH THEIR SUBCONTRACTORS): (A) MAKE NO WARRANTY OR UNDERTAKING, WHETHER EXPRESS OR IMPLIED, RELATING TO OR ARISING IN ANY MANNER FROM THESE TERMS OR THE PROVISION OF THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE, OR CUSTOM OR USAGE OF TRADE, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED; AND (B) DO NOT WARRANT THAT THE SERVICE WILL BE PROVIDED ON AN UNINTERRUPTED BASIS, FREE FROM ERROR OR HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE SECURE OR WILL NOT OTHERWISE BE LOST OR DAMAGED.
ASTRAN MAKES NO WARRANTY WITH RESPECT TO ANY THIRD-PARTY SERVICE OR APPLICATION WITH WHICH THE ASTRAN SERVICE MAY INTEROPERATE.
The Client acknowledges that Astran does not control the transfer of data over communications networks, including the Internet, and that the Service may be subject to limitations, delays and other issues inherent in the use of such communications networks. Astran shall not be liable for any delays, transmission failures or other damages resulting from such circumstances.
The Client acknowledges that the Service may be temporarily unavailable for scheduled maintenance or other reasons beyond Astran's control (a "Service Interruption"). Astran shall not be liable for such unavailability but shall use reasonable efforts, to the extent possible, to provide the Client with prior notice of any scheduled interruption.
Astran shall not be liable if the Client is unable to access or use the Service in a satisfactory manner, and/or Astran is unable to provide all or part of the Service in accordance with these Terms, as a result of an event that is not within Astran's control (a "Exculpatory Event"), such as:
The Client acknowledges that, in the performance of its contractual obligations, Astran cannot assume or be exposed to risks associated with the Client's business activities.
For the avoidance of doubt, in the event of any legal action brought by a third party against Astran arising out of: (i) any non-compliance with or breach of the Contract by the Client; (ii) the Client's use of the Services; or (iii) Astran's use of Client Data or any other element or information that the Client has provided or made available in connection with the Service, the Client shall indemnify Astran and shall bear Astran's defense costs, as well as the payment of any amounts and costs to which Astran may be ordered to pay.
Client Data and, more generally, any content incorporated into or processed through the Service by the Client or a User shall be the sole responsibility of the Client. Astran's liability may only be incurred in the event of a breach by Astran of its contractual obligations in the performance of the Contract, provided that such breach is demonstrated by the Client. Astran shall only be liable for damage arising from failures falling directly and exclusively within its responsibility. Astran shall be released from all liability in the event of any failure to provide, or delay in providing all or part of the Service resulting from a Service Interruption or an Exculpatory Event.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ASTRAN, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS IN NO EVENT SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY COVER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE OR CONTENT), REGARDLESS OF THE CAUSE THEREOF AND IRRESPECTIVE OF THE LEGAL BASIS, WHETHER IN CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ASTRAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ASTRAN'S AGGREGATE LIABILITY DURING THE TERM OF THESE TERMS, IN RESPECT OF ANY SERVICE FOR ALL CLAIMS AND DAMAGES ARISING OUT OF NEGLIGENCE, BREACH OF CONTRACT, WARRANTY, INDEMNIFICATION OBLIGATION OR ANY OTHER LEGAL BASIS IN CONNECTION WITH THE TERMS, EXCEED THE GREATER OF THE FOLLOWING TWO AMOUNTS: (i) THE AMOUNTS ACTUALLY PAYABLE OR PAID BY THE CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; AND (ii) THE TOTAL AMOUNT OF THE LAST ORDER PLACED BY THE CLIENT.
No claim shall be brought by the Client against Astran more than one (1) year after the date on which the facts giving rise to the claim were discovered or reasonably should have been discovered.
The Client shall be required to mitigate any damages it might otherwise claim from Astran under the Terms by taking appropriate and reasonable steps to reduce or limit the amount of such damages.
For the avoidance of doubt, the provisions of this Section will survive the expiration or termination of the Terms for any reason whatsoever.
Astran shall indemnify the Client against any claim and/or action and/or proceeding brought by a third party in respect of any element used by Astran to provide the Service or supplied by Astran to the Client in the performance of the Service, where such claim and/or action and/or proceeding is based on an infringement of Intellectual Property Rights. Subject to the provisions of the "Limitation of Liability" Section, Astran shall bear all related final damages, indemnities, and costs that may result from such claims and/or actions and/or proceedings under these Terms, provided that: (i) the Client notifies Astran in writing of the claim, action or proceeding within fifteen (15) calendar days from the date on which the Client became aware thereof and provides Astran with all information necessary for the defense of its interests; (ii) the Client agrees that Astran shall have, should it so elect, sole and exclusive control over the defense of such claim, action, or proceeding; and (iii) the Client makes no admission or statement of any kind that may prejudice Astran's defense.
The indemnification obligation set forth in this Section shall be limited to the payment by Astran of damages and costs finally awarded against it by a court decision that has become final and binding, as well as any settlement previously approved in writing by Astran.
If the Service infringes an intellectual property right of a third-party, or if Astran reasonably believes that the Service is likely to infringe such right, Astran shall promptly and at its own cost: (i) procure the right for the Client to continue using the Service; or (ii) replace or modify the Service so as to remedy the alleged infringement.
If Astran is unable to implement either of such remedies, Astran or the Client shall be entitled to terminate the Contract automatically and without judicial formalities, and Astran shall provide a pro rata refund of the Service Fees paid by the Client for the period following termination of the Service.
The foregoing provisions set forth the full extent of Astran's liability to the Client with respect to any infringement of Intellectual Property Rights. Accordingly, Astran makes no warranty other than that set forth in this Section with respect to any form of claim for infringement of Intellectual Property Rights and shall have no liability other than as set out in this Section.
The Client shall pay the Service Fees set forth in the Order in accordance with the billing terms set out therein.
No refund shall be made if the Client does not use the Service or does not use it for the subscribed volumes. All Fees paid and payable to Astran are non-cancellable and non-refundable.
Unless otherwise provided in the Order, all invoices issued by Astran shall be paid in full by the Client within thirty (30) calendar days from the date of issuance of the invoice. If the Client disputes any portion of an invoice, the Client shall only be entitled to withhold payment of such disputed portion until such dispute has been resolved. Under no circumstances shall the Client be entitled to suspend payment of the undisputed portions of the invoice.
Unless otherwise provided in the order, all prices are stated exclusive of taxes and shall be increased by any duties or taxes in effect as of the date of invoicing. The Client shall be responsible for all Taxes and the Client shall pay for the Service without any deduction in respect of such amounts.
The Client shall notify Astran in writing of any dispute relating to an invoice (with all relevant details regarding the dispute) within ten (10) days from the date of such invoice. Invoices in respect of which no notification is received within the prescribed period shall be deemed accepted by the Client as accurate and due.
Any outstanding balance after thirty (30) calendar days shall automatically trigger late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, as from the date on which such payment was due. Any late payment will automatically give rise to a fixed indemnity for recovery costs of EUR 40. In the event that the recovery costs actually incurred exceed such amount, such costs shall be re-invoiced to the Client.
In addition, in the event of failure by the Client to pay any undisputed amount within fourteen (14) calendar days of the payment due date, Astran may immediately suspend the performance of its obligations or access to the Service, or terminate the Contract, without incurring any liability. In the event that such decision is taken by Astran, all amounts owed by the Client in the respect of the contractual period shall remain due and payable.
The subscription shall take effect on the start date specified in the Order and shall be entered into for the term specified therein (the "Subscription Period"). Either Party may elect to terminate the subscription at the end of the then-current Subscription Period, provided that it notifies the other Party no later than thirty (30) calendar days prior to such expiration date.
Unless the subscription is so terminated, and with the exception of any Service subscribed to on a trial basis, the subscription shall be renewed for a Subscription Period of a duration equivalent to the then-current Subscription Period and on the same terms and conditions.
When a subscription ends, the corresponding rights granted by Astran to the Client shall cease immediately. The Client shall be responsible for exporting Client Data prior to the end of the subscription.
If the Client elects to terminate the Contract prior to the end of the contractual period, no refund or credit shall be issued in respect of Service Fees or any other amount already invoiced or paid.
Astran or the Client may terminate the Contract if: (a) the other Party commits a material breach of its contractual obligations and fails to remedy that breach within thirty (30) calendar days following receipt of written notice thereof; or (b) the other Party ceases its business operations.
Upon termination of the Contract, the rights granted by Astran to the Client shall cease immediately on the effective date of termination. Astran shall have no obligation to maintain or provide Client Data, unless otherwise required by law.
The Contract constitutes the entire agreement between the Client and Astran. It supersedes all prior or contemporaneous agreements and arrangements, whether written or oral, relating to the same subject matter.
Astran may amend certain parts of the Contract from time to time, including these Terms. If Astran determines, in its sole discretion, that an amendment is material, it shall notify the Client thereof. Other amendments may be posted on the Astran Website. In such case, the Client shall be required to review such postings on a regular basis. By continuing to access or use the Services after any amendments have come into effect, the Client and Users agree to be bound by the amended Contract, whether or not Astran has expressly notified such amendments. If the Client does not accept the amendments, the Client may terminate the Services within thirty (30) calendar days from receipt of the notice and/or the posting on the Astran Website of such amendments.
With the exception of payment obligations, neither Astran nor the Client shall be liable for any failure to perform their contractual obligations to the extent that such failure results from a Force Majeure Event.
The Client may not assign or transfer the Contract, or any rights or obligations arising thereunder, without the prior written consent of Astran. Astran may not assign or transfer the Contract, or any rights or obligations arising thereunder, without notifying the Client, except in the context of a merger, acquisition or sale of all or substantially all of its assets, in which case notification to the Client shall not be required.
The Client authorises Astran to use third parties for the performance of all or part of the Service. In such context, Astran may disclose to such third parties all information and materials necessary for the performance of the relevant services. Notwithstanding the foregoing, Astran is and shall remain liable for the proper performance of the obligations entrusted to such third parties.
Nothing in the Contract, whether express or implied, is intended to confer or shall confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of the Contract.
Any provisions which, by their nature, should survive the termination of the Contract shall remain in full force and effect upon such termination.
Unless otherwise specifically agreed between the Parties, in the event of a conflict between the provisions of the contractual documents, the following order of precedence shall apply: (i) the Order; and (ii) these General Terms of Service.
Astran may use the Client's name, trademarks, logo and contact details, as well as a description of the Services provided, in its presentations, client reference lists, case studies and other promotional or marketing materials, including, for example, in press releases, brochures, reports, emails and electronic media.
The Contract was originally drafted in English language. In the event of any discrepancy between the English version of this contract and any translation thereof, the English version shall prevail.
In the event of a dispute arising out of or in connection with the Contract, the Parties undertake to attempt to resolve such dispute amicably, in good faith and with due diligence, in accordance with the following procedure. To that end, as soon as a Party considers that a dispute has arisen with the other Party, it shall convene a meeting by conference call with senior management representatives of both Parties to discuss a potential resolution of such dispute. Such meeting will be convened by email and shall take place within fifteen (15) days of receipt of such email by the receiving Party. If, within the aforementioned fifteen (15)-day period, the dispute has not been resolved or the meeting has not taken place, either Party will be free to submit the dispute to a court of competent jurisdiction. Notwithstanding the foregoing, the Parties agree that any dispute relating to infringement of Intellectual Property Rights or non-payment of an undisputed invoice shall not be subject to the procedure set forth above.
The validity and interpretation of the Contract, and the legal relationship of the Parties shall be governed by French law. If the Parties are unable to resolve a dispute in accordance with the dispute resolution procedure set forth in the "Dispute resolution" section above, any dispute arising out of or in connection with the Contract shall be submitted to the courts of Paris.
"Account" means the Client's account in the applicable Service, in which the Client stores and processes Client Data.
"Administrator(s)" means Users to whom the Client has granted specific power, as set forth in the "Administrators and Users" Section of these Terms. An Administrator is a User.
"Affiliate" means an entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with, a party. For the purposes of this definition, "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of more than fifty per cent (50%) of the equity securities or other equivalent ownership interests of an entity.
"Contract" means the Order and these Terms, taken together.
"Astran Website" means the website published by Astran and available at astran.ai.
"Astran Offering(s)" means the Service, Technical Services (including all Deliverables), and all support services and other ancillary services (including, without limitation, services intended to prevent or resolve service or technical issues) provided by Astran.
"Confidential Information" means any non-public information of each party hereto concerning its business operations, financial affairs, technology, or marketing or sales plans that is disclosed to the other party pursuant to the Contract. With respect to the Client, Client Data shall, without limitation, be deemed Confidential Information. With respect to Astran, product roadmap information, product designs and architecture, technology and technical information, security audit reviews, and business and marketing plans will, without limitation, be deemed Confidential Information. Confidential Information shall not include information that is already publicly known other than as a result of a Party's breach of its confidentiality obligations under the Contract.
"Contractor" means the Client's independent contractors and consultants.
"Client" means the legal entity identified in the Order.
"Client Data" means files, data and other materials provided by the Client and Users for processing in connection with the Service.
"Data Protection Legislation" means all applicable worldwide legislation relating to the protection of Personal Data that applies to the respective party in its role of processing Personal Data under the Contract, as amended, consolidated or replaced from time to time.
"Disclosing Party" has the meaning ascribed to it in Section 6 (Confidentiality).
"Documentation" means the Service documentation as made available on the website docs.astran.ai.
"Feedback" means all suggestions, enhancement requests, recommendations, corrections or other feedback provided by the Client or any user of the Astran Offerings regarding Astran's products or service.
"Fees" means the fees payable by the Client to Astran for the applicable Astran Offerings.
"Force Majeure Event" means an event beyond the reasonable control of the Party invoking it, including, without limitation, a strike, epidemic, lock-out, labour dispute, war, act of terrorism, riot, civil commotion, malicious damage, accident, plant or machinery failure, software, hardware or computer-system failure, fire, extraordinary natural or human-caused circumstances, including natural disasters, flooding and/or storms.
"Intellectual Property Rights" means all rights arising under copyright law, patent law, trademark law, trade secret law, unfair competition law and all other intellectual property rights recognised worldwide.
"Order" means the proposal sent by Astran and accepted by the Client and/or the purchase order sent by the Client and accepted by Astran and/or the online subscription plan accepted by the Client.
"Personal Data" means any information relating to an identified or identifiable natural person.
"Party" or "Parties" means the Client and/or Astran, individually or collectively.
"Properties" means the applications, platform, software, documentation and other assets of Astran that the Client must access or use in order to benefit from the Service.
"Receiving Party" is defined in Section 6 (Confidentiality).
"Versions" means any version relating to the Properties, including without limitation updates, bug fixes, patches, minor upgrades and new versions.
"Exculpatory Event" has the meaning given in the "Disclaimers" Section of these Terms.
"Service" means the services subscribed to by the Client pursuant to an Order and provided by Astran as described in the Documentation.
"Subscription Period" means the period of time during which the Client is authorised to access the relevant Astran Offering(s), as specified in the applicable Order Form.
"Support Policy" means Astran's Support Policy and Service Level Agreement available in Schedule 1.
"Taxes" means taxes, levies, duties or similar governmental assessments of any nature, including, for example, sales, use, goods and services tax, value added tax, withholding or other similar taxes, whether domestic or foreign or assessed by any jurisdiction, but excluding any taxes based on Astran's net income, property or employees.
"Technical Services" means the consulting, configuration or other professional services provided by Astran to the Client pursuant to an order form.
"General Terms of Service" means these Terms and incorporates the General Support Terms by reference.
"General Support Terms" means the support terms appended to these Terms.
"User" means any person using the Service under the control and responsibility of the Client. Users may include, for example, the Client's employees, clients, consultants, Contractors and agents.
"Identifiers" means the login details and password uniquely associated with a User.
These General Support Terms are incorporated by reference into the Astran General Terms of Service. Any capitalised term not defined in this Schedule shall have the meaning given to it in the General Terms of Service.
Astran provides Support in accordance with these General Support Terms.
"Support" means the services described in these General Support Terms and does not include one-off or other services not specified in this Schedule, such as training, consulting or custom development.
Support provided by Astran to the Client covers only the Client's use of the Astran Services provided under the General Terms of Service (the "Covered Services").
Astran shall provide reasonable product and technical support to answer questions concerning use of the Covered Services. The Client Representative may request Support by submitting a written request to support@astran.ai.
Support is provided in French or English. The Client acknowledges that information and documents provided to Astran in connection with a Support request may be used by Astran's global support team for the purpose of providing Support in accordance with these General Support Terms.
Astran shall use reasonable efforts to resolve any issue submitted by a Client Representative. Such efforts may include assistance with diagnosis, suggesting workarounds, providing fixes or modifying the supported Services in a new Version.
Support shall not be provided in the following circumstances: (1) the issue is caused by the Client's negligence, hardware malfunction, network latency or causes beyond Astran's reasonable control; (2) the issue is caused by third-party software not managed by Astran; (3) the Client has failed to pay the Fees relating to the Service or Support when due; (4) the Service is used in a manner inconsistent with the applicable Documentation; (5) modifications have been made to the Service or the underlying software that were not provided or approved in writing by Astran; (6) the Service is used with products or software not provided or approved in writing by Astran; or (7) the Service is used during the evaluation phase of the Service.
The Client shall not submit Incidents arising from any software or service other than the Covered Services and shall not use Support for unsupported software or services.
| Support hours | Business Day x Business Hours (France time zone) |
| Response time, low-severity incident | 48 hours |
| Response time, normal-severity incident | 24 hours |
| Response time, high-severity incident | 12 hours |
| Response time, urgent incident | 8 hours |
| Support availability commitment | 99.99% |
"Urgent" means a critical production issue that severely affects and interrupts use of the service and for which no workaround exists. Examples include: the Astran Services are down or unavailable; Client Data is corrupted or lost and must be restored; or a critical feature and/or function of the Astran Service is unavailable.
"High" means that a major product function is affected or a significant degradation of product performance is observed, while a reasonable workaround exists that allows essential operations to continue. Examples include: services are operational but experiencing severely degraded performance to the point of having a major impact on use; or a significant feature and/or function of the service is not available but operations can continue on a restricted basis.
"Normal" means a partial, non-critical loss of use of the Service where a short-term workaround is available but is not scalable and where the Client can continue essential operations.
"Low" means a routine technical issue; information requested regarding application capabilities, navigation, installation or configuration; or a bug affecting a small number of users of the Service where an acceptable workaround is available. There is no impact on the quality, performance or functionality of the Service.
"Response" means an initial response or communication from Astran to the Client regarding the reported issue.
"Target Initial Response Times" will be measured as the elapsed time between Astran's receipt of an issue reported by email and the time of a response. The actual time required to work towards resolving the issue, if a complete resolution occurs, may be longer than the target initial response time. The Client understands and agrees that resolution of an issue is not guaranteed and may not occur.
If the Client requires a higher level of support than that provided under the Standard Service Levels ("Specific Support"), such Specific Support shall be described in detail in the corresponding Order, including the Support hours, low, normal, high and urgent response times, and the pricing for such Specific Support. The Order may refer to these General Support Terms for any terms applicable to Specific Support.
Astran's obligation to provide Support is conditioned upon the Client's compliance with all of the following obligations in relation to each Incident:
Astran's support team is committed to providing accurate and timely solutions to technical support needs. If the Client is not satisfied with the response or resolution provided by Astran's support team, the Client may use any of the following escalation paths to raise its concerns:
Outside business hours, the Client may contact its Astran representative (AE and CSM) at any time in urgent situations, prior to formal escalation.
"Business Day" means Monday through Friday.
"Business Hours" means 9:00 a.m. to 5:00 p.m. on business days.
"Client Representative" means the individual employee of the client who submits an issue by telephone, email or through a support portal.
"Documentation" means the Service documentation as made available on the website https://docs.astran.ai/, also accessible from https://www.astran.ai/knowledge.
"Incident" means a material and verifiable failure of the Service to conform to the specifications set out in the Documentation.