Terms of Service

1. Acceptance of Terms

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a business, organisation, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" shall refer to both you individually and that entity.

2. Account Registration

2.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age;
• Be legally capable of entering into a binding contract under the laws of England and Wales;
• Not be barred from using the Service under any applicable law or regulation.

2.2 Account Creation

To access the full features of the Service, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete registration information;
• Maintain and promptly update your account information to keep it accurate, current, and complete;
• Maintain the confidentiality of your login credentials and not share them with any third party;
• Accept full responsibility for all activity that occurs under your account;
• Notify us immediately at [email protected] if you suspect any unauthorised access to or use of your account;
• Create only one account per individual. Duplicate accounts may be suspended or terminated without notice.

2.3 Account Security

You are solely responsible for safeguarding the credentials used to access your account. We shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3. Subscription Plans and Billing

3.1 Subscription Plans

The Service is offered through various subscription plans, each providing different features, storage limits, and capabilities as described on our pricing page. We reserve the right to modify, add, or discontinue plans at any time, provided that any changes to your current plan shall not take effect until the end of your current billing period unless otherwise agreed.

3.2 Billing and Payment

• Subscription fees are billed in advance on either a monthly or annual basis, depending on the plan you select;
• All fees are quoted and payable in British Pounds Sterling (GBP) unless otherwise stated;
• By subscribing to a paid plan, you authorise us to charge your designated payment method on a recurring basis for the applicable subscription fees;
• You must provide a valid payment method (credit card or debit card) to subscribe to any paid plan;
• Annual subscriptions are billed as a single payment at the start of each 12-month period;
• If your payment method fails, we may retry the charge and/or suspend your access to the Service until payment is received.

3.3 Automatic Renewal

All subscription plans renew automatically at the end of each billing period (monthly or annually) unless you cancel your subscription before the renewal date. The renewal fee will be charged at the then-current rate for your plan. We will endeavour to notify you of any price increases at least 30 days before they take effect.

3.4 Transaction Fees

Astrocart charges 0% transaction fees on all plans. We do not take a percentage of your sales. Third-party payment processors (such as Stripe) may charge their own processing fees, which are separate from and not controlled by Astrocart.

3.5 Refunds

Subscription fees are generally non-refundable. However, if you believe you have been charged in error, please contact us at [email protected] and we will review your case. Nothing in these Terms affects your statutory rights under the Consumer Rights Act 2015.

4. Free Trial

4.1 Trial Period

All Astrocart paid plans (Launch, Orbit, Galaxy, and Universe) are available with a 30-day free trial. The trial provides full access to the features of the paid plan you select, allowing you to evaluate the Service before your first payment is taken.

4.2 Payment Method Required

A valid payment method (credit card or debit card) is required to start your free trial. Your payment method will not be charged during the trial period unless you choose to upgrade, add extra services, or your plan converts at the end of the trial.

4.3 Automatic Conversion

At the end of the 30-day trial period, your account will automatically convert to a paid subscription on the plan you selected, and your payment method will be charged the applicable subscription fee. If you do not wish to continue, you must cancel your subscription before the trial period ends.

4.4 Cancellation During Trial

You may cancel at any time during the trial period at no cost. Upon cancellation, you will retain access to the paid plan features until the end of the trial period, after which your subscription and store access will end.

4.5 Trial Limitations

Free trials are limited to one per individual or business entity. We reserve the right to refuse or revoke a trial if we reasonably believe it is being used in a manner inconsistent with its intended purpose, including but not limited to creating multiple accounts to obtain successive trial periods.

5. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with these Terms. You shall not, and shall not permit any third party to:

5.1 Prohibited Products and Services

You may not use the Service to sell, distribute, or promote:

• Products or services that are illegal under the laws of England and Wales or the jurisdiction in which they are sold;
• Counterfeit, stolen, or misrepresented goods;
• Products that infringe upon the intellectual property rights of any third party;
• Controlled substances, illegal drugs, or drug paraphernalia (except where legally permitted and appropriately licensed);
• Weapons, ammunition, or explosives (except where legally permitted and appropriately licensed);
• Products marketed with false, misleading, or deceptive claims;
• Any products or services prohibited by our payment processors.

5.2 Prohibited Conduct

You shall not:

• Engage in fraud, phishing, or other deceptive practices;
• Use the Service to send unsolicited communications (spam);
• Attempt to gain unauthorised access to the Service, other accounts, computer systems, or networks connected to the Service;
• Introduce viruses, malware, or other malicious code to the Service;
• Interfere with or disrupt the Service, servers, or networks;
• Use automated means (bots, scrapers, crawlers) to access the Service without our prior written consent;
• Reverse-engineer, decompile, or disassemble any aspect of the Service;
• Use the Service to process transactions for businesses or individuals other than those associated with your account;
• Resell, sublicence, or redistribute the Service without our prior written consent.

5.3 Enforcement

We reserve the right to investigate suspected violations of this Acceptable Use Policy and to take appropriate action, including but not limited to suspending or terminating your account, removing content, and reporting illegal activity to law enforcement authorities.

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including but not limited to the software, code, design, text, graphics, logos, trademarks, and all other content provided by Astrocart (collectively, "Astrocart Content"), is owned by or licensed to Astrocart and is protected by copyright, trademark, patent, and other intellectual property laws of England and Wales and international treaties.

You may not copy, modify, distribute, sell, lease, or create derivative works based on the Astrocart Content without our prior written consent.

6.2 Your Content

You retain full ownership of all content, data, product listings, images, and other materials that you upload, submit, or transmit through the Service ("Your Content"). By uploading Your Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to use, reproduce, modify, adapt, publish, and display Your Content solely to the extent necessary to provide, maintain, and improve the Service.

You represent and warrant that you own or have the necessary rights, licences, and permissions to upload Your Content and to grant the licence described above.

6.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us an unrestricted, irrevocable, perpetual, royalty-free right to use such Feedback for any purpose without compensation or attribution to you.

7. Data and Privacy

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, store, and protect your personal data. By using the Service, you consent to our data practices as described in the Privacy Policy.

We comply with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and other applicable data protection legislation. For full details on your data protection rights, please refer to our Privacy Policy.

7.1 Your Customers' Data

As a merchant using the Service, you are the data controller for personal data you collect from your customers through your store. You are responsible for:

• Complying with all applicable data protection laws in relation to your customers' data;
• Providing appropriate privacy notices to your customers;
• Obtaining necessary consents for data processing;
• Responding to data subject access requests from your customers.

Astrocart acts as a data processor in relation to your customers' data and will process such data only in accordance with your instructions and our Data Processing Agreement, which forms part of these Terms.

8. Service Availability

8.1 Uptime Target

We target 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance windows. While we strive to maintain this target, it is an objective and not a guarantee.

8.2 Scheduled Maintenance

We may perform scheduled maintenance on the Service from time to time. Where practicable, we will provide at least 24 hours' notice of scheduled maintenance that may affect availability. We endeavour to schedule maintenance during off-peak hours (typically between 02:00 and 06:00 GMT).

8.3 Modifications to the Service

We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time. We will endeavour to provide reasonable notice of material changes that may affect your use of the Service. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

9. Third-Party Services

The Service may integrate with or contain links to third-party services, websites, or applications ("Third-Party Services"), including but not limited to payment processors, shipping providers, and marketing platforms. Your use of any Third-Party Services is subject to their respective terms and conditions and privacy policies.

We do not endorse, control, or assume responsibility for Third-Party Services. We shall not be liable for any loss or damage arising from your use of or reliance on Third-Party Services.

10. Termination

10.1 Termination by You

You may cancel your subscription and terminate your account at any time through your account settings or by contacting us at [email protected]. Upon cancellation:

• You will retain access to the Service until the end of your current billing period;
• No further charges will be applied after the end of your current billing period;
• Your store will be deactivated and your data will be retained for 30 days, during which you may request an export of your data;
• After 30 days, your data will be permanently deleted, unless we are required by law to retain it for a longer period.

10.2 Termination by Astrocart

We may suspend or terminate your account, with or without notice, if:

• You breach any provision of these Terms;
• You fail to pay any outstanding fees;
• We are required to do so by law or court order;
• Your use of the Service poses a security risk or may adversely affect the Service or other users;
• Your account has been inactive for a continuous period of 12 months.

Where practicable, we will provide notice and an opportunity to cure any breach before termination, except in cases of serious or repeated violations.

10.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately (or at the end of your billing period, as applicable). Sections of these Terms that by their nature should survive termination shall survive, including but not limited to provisions relating to intellectual property, limitation of liability, indemnification, and governing law.

11. Disclaimers

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, we disclaim all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, error-free, or completely secure;
• The results obtained from use of the Service will be accurate or reliable;
• Any defects in the Service will be corrected within a specified timeframe;
• The Service will be compatible with all hardware, software, or systems.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, Astrocart and its directors, officers, employees, affiliates, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with your use of or inability to use the Service, regardless of the cause of action or the theory of liability, even if we have been advised of the possibility of such damages.

12.2 Cap on Liability

Our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the total amount paid by you to Astrocart in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Essential Purpose

You acknowledge that the limitations of liability set out in this section are an essential element of the agreement between you and Astrocart, and that Astrocart would not provide the Service to you without such limitations.

13. Indemnification

You agree to indemnify, defend, and hold harmless Astrocart and its directors, officers, employees, affiliates, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service;
• Your Content or products sold through your store;
• Your breach of these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• Any dispute between you and your customers.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal proceedings, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. We will endeavour to resolve any dispute within 30 days of receiving your written notice.

14.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

14.3 Jurisdiction

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales. Nothing in this clause limits your right to bring proceedings in any other jurisdiction where you have a mandatory legal right to do so.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least 30 days' notice before the revised Terms take effect by:

• Sending you an email notification to the address associated with your account;
• Displaying a prominent notice within the Service;
• Updating the "Last updated" date at the top of these Terms.

Your continued use of the Service after the revised Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription before the revised Terms take effect.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Astrocart regarding the Service and supersede all prior agreements, understandings, and representations.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable whilst preserving the original intent.

16.3 Waiver

No failure or delay by Astrocart in exercising any right under these Terms shall operate as a waiver of that right. A waiver of any right on one occasion shall not be construed as a waiver of that right on any subsequent occasion.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor in interest in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

16.5 Force Majeure

Astrocart shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, strikes, power failures, internet service provider failures, or governmental actions.

16.6 Notices

Any notice required or permitted under these Terms shall be given in writing and shall be deemed effective when sent to the email address associated with your account (for notices to you) or to the contact details set out below (for notices to us).

17. Contact Information

If you have any questions, concerns, or complaints about these Terms or the Service, please contact us at:

• Company: Astrocart UK LTD
• Company Number: 12809988
• VAT Number: GB434386878
• Address: Astrocart HQ, Thompson Yard, Southbank Road, Middlesbrough, TS3 8RQ
• Telephone: 01642 130 140
• Email: [email protected]
• Website: astrocart.com