Terms of Service — Asterolabs

1. Acceptance of Terms

These Terms of Service govern the engagement and delivery of Asterolabs' services, offered by Asterolabs ("we", "us"). By accepting a proposal, signing an agreement, or otherwise engaging our services, the client ("you") represents that you have read, understood, and fully agree to these terms.

These terms apply to both business and individual clients. They are supplemented by the specific proposal or agreement for each engagement.

2. Services

Asterolabs is a technology services agency. We do not offer a subscription software platform, credits, self-service plans, or a free trial. Our services are delivered under a scope defined in a commercial proposal or agreement, and are organized in two areas:

Automation + AI: design, development, hosting, and operation of custom automations and AI-powered workflows. While the agreement is active, the automation stays live and hosted on Asterolabs' infrastructure.
Cybersecurity: fixed-scope service packages, with a pre-defined scope and a one-time delivery (for example, security assessments, testing, and reviews).

The details of each engagement — scope, deliverables, timelines, and fees — are set out in the specific proposal or agreement, which forms part of and supplements these terms.

3. How You Engage Us

Engagements generally follow these steps:

Understanding your need and defining scope together.
Issuing a commercial proposal describing deliverables, timelines, billing model (monthly retainer for automation or a fixed package for cybersecurity), and conditions.
Your acceptance of the proposal (in writing, by signature, or by electronic confirmation), which formalizes the engagement.
Where applicable, access to the client portal to follow the contracted service.

Note: services, scope, and deliverables can be adjusted, expanded, or modified by agreement between the parties, formalized in an amendment or a new proposal.

4. Obligations of the Parties

Asterolabs agrees to:

Deliver the services according to the contracted scope, with technical diligence.
Keep the contracted automation live and hosted on its infrastructure while the client is in good standing, per Section 6.
Keep the client's information confidential, per Section 5.
Process personal data as a processor, per the Privacy Policy.

The client agrees to:

Provide the information, access, and credentials needed to deliver the service, truthfully and up to date.
Ensure it holds the rights and authorization to grant Asterolabs access to the systems, code, and data involved in the engagement.
Use the services and deliverables for lawful purposes.
Make payments on the agreed terms and schedule.
Safeguard the client portal access credentials, where provided.
Not share access credentials. The portal account is individual and non-transferable, for the client's exclusive use. Access from different locations on the same day may indicate improper sharing and allows Asterolabs to suspend the account, without prejudice to other applicable measures.

Access logging: for security and to prevent misuse or credential sharing, Asterolabs logs portal access, including the IP address and device information, as detailed in the Privacy Policy.

5. Confidentiality

During engagements — especially in cybersecurity — Asterolabs may access clients' systems, source code, credentials, data, and strategic information. Asterolabs undertakes to maintain strict confidentiality over all confidential information it accesses.

All technical or commercial information Asterolabs accesses in connection with the service is treated as confidential, whether or not it is marked as such.
Confidential information is used solely to deliver the contracted service and is not disclosed to third parties, except as required by law or court order, or with the client's express authorization.
Credentials and access granted are handled under restricted access control and revoked when the engagement ends, where applicable.
Asterolabs staff and partners with access to client information are bound by equivalent confidentiality obligations.
Confidentiality obligations survive the end of the contractual relationship.

6. Ownership of Deliverables and Continuity Guarantee

Asterolabs owns everything it produces in delivering the services — code, automations, tools, frameworks, reports, and other deliverables — as well as the underlying technology and know-how. Engaging the services does not transfer ownership of that technology to the client. See the Intellectual Property page for details.

In return, and as an essential guarantee of this agreement, Asterolabs commits to keeping the contracted service live and running for as long as the client keeps paying. Asterolabs cannot unilaterally discontinue a service the client is funding — continuity is tied to payment, not to Asterolabs' mere discretion.

Exceptions to continuity: Asterolabs may end the service only if (i) the client stops paying the retainer or contracted amounts (non-payment); or (ii) the client does not accept the annual retainer adjustment. Outside those cases — and those of termination for material breach or legal requirement — the funded service stays in operation.

7. Payment

The billing model depends on the service area engaged:

Automation + AI — monthly retainer: a recurring monthly charge that funds operating, hosting, and maintaining the automation while it is live. The retainer may be adjusted annually; the client is notified in advance and, if the adjustment is not accepted, the service may be ended (Section 6).
Cybersecurity — fixed package: an amount defined in the proposal for the scope and delivery contracted, billed under the conditions set there.

Fees are stated and payable in U.S. dollars unless otherwise agreed, and are processed through our payment provider. Cancellation and refund conditions are detailed in the Payment & Cancellation Policy. Non-payment allows suspension and subsequent termination of the service, subject to prior notice.

AI usage quota: some services include a pre-defined monthly quota of AI usage (an allowance of AI API usage), specified in the proposal. The quota is prepaid and does not roll over: each month has its own quota, and unused balance does not carry into following months. Once the limit is reached, the service may be paused until the client purchases a top-up, also prepaid. The top-up price is the AI provider's cost plus a margin that covers applicable taxes and the intermediation and operation service Asterolabs provides. We issue an invoice for all amounts, including top-ups.

8. Termination

The agreement may end in the following cases:

By the client: upon notice, subject to any notice period set in the proposal or the Payment & Cancellation Policy.
For non-payment: failure to pay the retainer or contracted amounts, after notice.
For refusal of the annual retainer adjustment for automation.
For material breach by either party, or where required by law or a court.

When the automation service ends, the automation hosted on Asterolabs' infrastructure is taken offline. A discontinued service is not reactivated simply by resuming retainer payments: bringing it back constitutes a new project, with a new development and implementation cost, per the Payment & Cancellation Policy. The provisions on confidentiality, ownership, and limitation of liability survive termination.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

Asterolabs uses its best technical efforts but does not warrant that hosted automation services will be uninterrupted or entirely error-free, as they also depend on third-party factors and providers.
AI-generated results are probabilistic and do not replace professional, legal, accounting, or medical advice. The client is responsible for reviewing results before making decisions.
Asterolabs is not liable for damages arising from incorrect information, improperly granted access, or use of deliverables outside the contracted scope.
Except where the law provides otherwise, Asterolabs' total liability is limited to the amount actually paid by the client for the service in the 12 months before the event.
Asterolabs is not liable for indirect, incidental, or consequential damages, or for lost profits.

10. Personal Data Protection

For personal data it accesses during engagements, Asterolabs acts as a processor, handling the data on the instructions of and under the agreement with the client (controller). For the website's own data and leads, Asterolabs acts as controller. The full rules are in the Privacy Policy.

11. Changes to the Terms

Asterolabs may update these Terms of Service from time to time. Material changes will be communicated to active clients with reasonable advance notice. The specific conditions of each ongoing engagement remain governed by the proposal or agreement in effect at the time of engagement, unless otherwise agreed.

12. Governing Law and Forum

These Terms of Service are governed by the laws of the Federative Republic of Brazil, where Asterolabs operates. The courts of São Paulo, Brazil are elected to resolve any disputes arising from these terms. This does not deprive you of any protection afforded by mandatory consumer-protection rules of your place of residence.

13. Contact

If you have questions about these Terms of Service, contact us:

CompanyAsterolabs

Emailsupport@asterolabs.com

Websiteasterolabs.com