Terms of Service
These Terms of Service (“Terms”) govern all engagements between Astera Technology Limited (星澤科技有限公司), a company incorporated in Hong Kong (“Astera”, “we”, “us”) and the person or entity engaging our services (“Client”, “you”). Each specific engagement is documented in a separate Statement of Work (SOW) or signed proposal that incorporates these Terms by reference. In the event of conflict, the SOW prevails.
1. Services
Astera provides software engineering, AI integration, technical leadership, automation, and related advisory services. The specific deliverables, acceptance criteria, and timeline for each engagement are set out in the applicable SOW.
2. Fees and payment
- Discovery Sprint (HK$25,000 / USD $3,205, 1 week): Payable in full upon booking, prior to sprint kick-off.
- Monthly Retainer (HK$62,000 / USD $7,950 per month): Billed monthly in advance. Access to the retainer deliverables is gated on timely payment.
- Fixed-price projects: Typically 50% deposit upon SOW execution, 50% on delivery and acceptance, unless otherwise agreed.
- Invoicing: Invoices are payable within 14 days of issuance via bank transfer, FPS, or an agreed alternative method.
- Late payment: Amounts overdue by more than 14 days may, at Astera's discretion, accrue interest at 1.5% per month and may result in suspension of services until cleared.
- Taxes: Astera is registered in Hong Kong and does not charge VAT or GST. Any taxes imposed by other jurisdictions on Client are Client's responsibility.
3. Term and cancellation
- Discovery Sprint: Non-refundable once sprint work has commenced. Cancellation before kick-off refunds the fee less a 10% admin charge.
- Monthly Retainer: Either party may terminate with 30 days' written notice, effective at the end of the then-current billing cycle. No refund of fees paid for the notice period.
- Fixed-price projects: If you cancel after SOW execution, deposits already paid are non-refundable to the extent of work performed up to the cancellation date.
- Astera may terminate immediately upon material breach by Client (including non-payment) that is not cured within 10 days of written notice.
4. Intellectual property
- Client-owned deliverables: Upon receipt of full payment, Client owns 100% of the custom source code, designs, and documentation specifically created for Client under the SOW.
- Pre-existing IP: Astera retains ownership of any pre-existing tools, libraries, patterns, and know-how used in the engagement. Client receives a perpetual, royalty-free, worldwide licence to use such pre-existing IP as incorporated in the deliverables.
- Third-party / open-source: Deliverables may incorporate open-source components. Astera will document such components and ensure Client's use is compatible with their licence terms.
- Portfolio rights: Astera may reference the engagement (client name, general scope, outcome) in its portfolio and marketing materials unless Client expressly opts out in writing.
5. Confidentiality
Each party agrees to keep the other party's confidential information in confidence and not to disclose it to any third party without prior written consent, except as required by law. This obligation survives termination of the engagement for 3 years. Astera is willing to execute a mutual NDA where commercially reasonable.
6. Data protection
Astera processes Client personal data in accordance with our Privacy Policy and the Hong Kong PDPO. Where Astera handles personal data on Client's behalf, Client remains the data controller and Astera acts as data processor under Client's instructions.
7. Warranties and disclaimers
Astera warrants that services will be performed with reasonable professional skill and care consistent with senior-level software engineering practice in Hong Kong. Except for this express warranty, services and deliverables are provided “as is” and Astera disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.
Astera does not warrant that software will be error-free, that all bugs will be fixed, or that operation will be uninterrupted — software engineering inherently involves defects, which we commit to addressing under the SOW's support terms.
8. Limitation of liability
To the maximum extent permitted by law:
- Neither party is liable for indirect, incidental, special, consequential, punitive, or lost-profits damages.
- Astera's total aggregate liability for any claim arising under or related to an engagement is limited to the fees paid by Client to Astera for the specific SOW giving rise to the claim in the 12 months preceding the event.
- This cap does not apply to liability that cannot be excluded by law (e.g. wilful misconduct, fraud).
9. Independent contractor
Astera operates as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between the parties. Astera is responsible for its own taxes and insurance.
10. Governing law and disputes
These Terms are governed by the laws of the Hong Kong Special Administrative Region. Any dispute arising out of or in connection with these Terms or any SOW shall first be addressed through good-faith negotiation for 30 days. If unresolved, the dispute shall be finally settled by the non-exclusive jurisdiction of the Hong Kong courts, unless both parties agree in writing to arbitration.
11. Amendments
Astera may update these Terms from time to time. Material changes will be notified to active clients at least 30 days in advance. The version in force at the time of SOW execution governs that engagement unless both parties agree otherwise.
12. Contact
Astera Technology Limited (星澤科技有限公司)
Email: hello@asteratek.com
Phone / WhatsApp: +852 5911 6351
Based in Hong Kong · Remote-first engagements