Terms of Service
The terms governing your access to and use of Casentra.
1. Introduction
These Terms of Service ("Terms") constitute a legally binding agreement between Casentra Limited, a company incorporated in Hong Kong ("Casentra", "we", "us" or "our"), and the individual or legal entity accessing or using the Service ("Customer", "you" or "your").
These Terms govern your access to and use of Casentra's software platform, applications, websites, artificial intelligence-powered tools, related services, documentation, and associated features (collectively, the "Service").
By creating an account, accessing, subscribing to, or using the Service, you acknowledge that:
1. you have read, understood and agree to be bound by these Terms;
2. you have authority to enter into these Terms on behalf of yourself or the organisation you represent; and
3. you agree to comply with all applicable laws, regulations, professional obligations, and regulatory requirements applicable to your use of the Service.
These Terms incorporate by reference:
- Casentra's Privacy Policy;
- any Data Processing Addendum ("DPA") entered into between Casentra and Customer;
- any applicable Order Form, subscription plan, or commercial agreement.
If there is any inconsistency between these documents, the following order of precedence shall apply:
1. the DPA, solely with respect to personal data processing matters;
2. the applicable Order Form, solely with respect to commercial and subscription-specific terms;
3. these Terms; and
4. the Privacy Policy, except where expressly stated otherwise.
If you do not agree to these Terms, you must not access or use the Service.
2. Definitions
For the purposes of these Terms, the following definitions apply.
2.1 "Account"
means the account created by Customer or an Authorised User to access and use the Service.
2.2 "Authorised User"
means an individual who:
1. has been authorised by Customer to access the Service;
2. has accepted these Terms; and
3. is permitted to use the Service under Customer's subscription plan.
Customer is responsible for all activities performed by its Authorised Users.
2.3 "Customer Data"
means any data, information, materials, files, documents, records, communications, Personal Data, or other content that is submitted, uploaded, transmitted, stored, or otherwise provided by Customer or its Authorised Users through the Service.
Customer Data may include information relating to Customer's clients, prospective clients, policyholders, beneficiaries, employees, business contacts, or other third parties, including information contained in documents, communications, recordings, inputs, prompts or other materials submitted through the Service.
For the avoidance of doubt, Customer Data includes any Personal Data contained within information submitted or provided by Customer or its Authorised Users through the Service.
Customer Data does not include:
(a) information generated by Casentra's systems that does not contain Customer Data, Customer's Confidential Information or Personal Data;
(b) technical logs, system logs, security logs, diagnostic information and operational records generated through the operation, maintenance or security of the Service;
(c) usage statistics, performance metrics, service analytics and other operational data relating to the use, performance or reliability of the Service;
(d) telemetry information and technical metadata, including information relating to system performance, errors, usage patterns and service optimisation; and
(e) aggregated, anonymised or de-identified information that cannot reasonably identify Customer, any Authorised User, any client or any individual.
2.4 "Client Data"
means any Customer Data that relates to Customer's clients, prospective clients, policyholders, beneficiaries, insured persons, or other third parties and that is submitted, uploaded, transmitted, or otherwise provided by Customer or its Authorised Users through the Service.
For the avoidance of doubt, Client Data forms part of Customer Data.
2.5 "Personal Data"
means any information relating to an identified or identifiable individual, as defined under applicable data protection laws, including but not limited to the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong.
2.6 "Output"
means any content, recommendation, summary, draft, analysis, presentation material, illustration, suggestion, or other information generated by the Service, including content generated through artificial intelligence features.
2.7 "AI Features"
means any functionality of the Service that uses artificial intelligence, machine learning, large language models, automated processing, or similar technologies.
2.8 "Third Party Services"
means any third-party software, infrastructure, platforms, APIs, cloud services, artificial intelligence providers, payment processors, or other external services integrated with or used by the Service.
2.9 "Subscription Plan"
means the applicable service package, pricing tier, usage limits, features, and commercial terms selected by Customer.
2.10 "Applicable Laws"
means all applicable laws, regulations, regulatory requirements, codes of practice, industry standards, and professional obligations applicable to Customer's activities or Casentra's provision of the Service.
2.11 "Client Data"
means any Customer Data that relates to Customer's clients, prospective clients, policyholders, beneficiaries, insured persons, or other third parties and that is submitted, uploaded, transmitted, or otherwise provided by Customer or its Authorised Users through the Service.
For the avoidance of doubt, Client Data forms part of Customer Data.
3. Acceptance and Contract Formation
3.1 Agreement Formation
These Terms become effective when Customer:
1. creates an Account;
2. accesses or uses the Service;
3. purchases a Subscription Plan; or
4. otherwise indicates acceptance of these Terms.
The agreement between Customer and Casentra shall continue until terminated in accordance with these Terms.
3.2 Organisation Users
If Customer accesses or uses the Service on behalf of an organisation, Customer represents and warrants that:
1. it has full authority to enter into these Terms;
2. these Terms legally bind such organisation; and
3. all references to "Customer" include such organisation.
3.3 Electronic Acceptance
Customer acknowledges that electronic acceptance of these Terms, including acceptance through the Service interface, shall constitute a valid and legally binding agreement.
4. Eligibility and Regulatory Status
4.1 Licensed Insurance Intermediary Requirement
The Service is designed primarily for insurance professionals and organisations operating in the insurance industry.
Customer represents and warrants that:
(a) Customer and any Authorised User who uses the Service to conduct regulated insurance activities are properly licensed, registered, or authorised under Applicable Laws to conduct such activities;
(b) all information provided to Casentra regarding Customer's licensing status, regulatory status, identity and eligibility is accurate and complete; and
(c) Customer will ensure that all individuals using the Service comply with Applicable Laws and maintain any licences, registrations or authorisations required for the activities they perform through the Service.
4.2 Prohibited Unauthorised Access
Customer must not:
1. access or use the Service without appropriate regulatory authorisation;
2. provide false, misleading, incomplete, or fraudulent licensing information;
3. bypass, disable, manipulate, or circumvent Casentra's verification procedures or access controls.
4.3 Regulatory Responsibility
Customer acknowledges and agrees that:
1. Casentra is a technology service provider only;
2. Casentra is not an insurance agent, insurance broker, insurer, financial adviser, investment adviser, or regulated insurance intermediary;
3. Casentra does not provide insurance advice, financial advice, investment recommendations, underwriting decisions, claims decisions, or suitability assessments; and
4. Customer remains solely responsible for all regulated activities conducted using the Service.
4.4 Loss of Eligibility
Customer must immediately notify Casentra and cease using the Service if:
1. Customer's licence, registration, or authorisation expires, is suspended, restricted, or revoked;
2. Customer becomes prohibited from conducting relevant regulated activities; or
3. Customer otherwise ceases to satisfy eligibility requirements.
Casentra may suspend or terminate access immediately upon becoming aware of any such circumstances.
5. Account Registration and Security
5.1 Account Information
Customer must provide accurate, current, and complete information when creating an Account and must promptly update such information when changes occur.
5.2 Account Security
Customer is responsible for:
1. maintaining the confidentiality and security of account credentials;
2. preventing unauthorised access to the Account;
3. ensuring Authorised Users maintain appropriate security practices; and
4. all activities conducted through Customer's Account.
5.3 Account Sharing Prohibited
Unless expressly permitted under the applicable Subscription Plan:
1. Accounts are assigned to specific individuals;
2. Customer must not share login credentials;
3. Customer must not sell, transfer, sublicense, or otherwise provide access to the Service to unauthorised persons.
5.4 Administrator Responsibilities
Where Customer uses a team or enterprise account, Customer's designated administrator is responsible for:
1. managing Authorised Users;
2. granting and removing access permissions;
3. ensuring all Authorised Users comply with these Terms; and
(d) ensuring that Authorised Users who conduct regulated activities satisfy applicable licensing requirements.
6. Subscription Plans, Fees and Payment
6.1 Subscription Plans
Access to certain features of the Service may require a paid Subscription Plan.
Subscription Plans may include:
1. usage limits;
2. feature restrictions;
3. user limitations;
4. storage limitations; and
5. other applicable conditions.
6.2 Fees
Customer agrees to pay all applicable fees specified in the relevant Subscription Plan or Order Form.
Unless otherwise stated:
1. fees are charged in advance;
2. fees are non-refundable except as expressly provided in these Terms or required by Applicable Law; and
3. Customer remains responsible for all applicable taxes, duties, levies, and governmental charges.
6.3 Automatic Renewal
Paid Subscription Plans automatically renew for successive periods unless:
1. Customer cancels renewal before the renewal date; or
2. otherwise agreed in writing.
Customer authorises Casentra and its payment processors to charge applicable fees to the payment method provided.
6.4 Payment Failure
If payment is overdue or unsuccessful, Casentra may:
1. notify Customer;
2. restrict access;
3. suspend features;
4. downgrade the Subscription Plan; or
5. terminate access in accordance with these Terms.
Casentra Terms of Service
7. Customer Responsibilities
7.1 General Responsibility
Customer is solely responsible for its use of the Service and for the activities of its Authorised Users.
Without limiting the foregoing, Customer is responsible for:
1. determining whether the Service is appropriate for Customer's intended use;
2. ensuring that Customer and its Authorised Users use the Service in accordance with Applicable Laws, professional duties, regulatory requirements and internal policies;
3. obtaining, maintaining and documenting all licences, approvals, consents, notices and authorisations required for Customer's activities;
4. reviewing and supervising all activities carried out through the Service;
5. ensuring the accuracy, completeness, legality and appropriateness of information submitted to or through the Service;
6. maintaining appropriate internal controls, supervision and record-keeping procedures; and
7. independently determining whether any Output is appropriate for use in connection with a particular client, transaction, product or regulated activity.
7.2 Professional Judgment
The Service is intended to assist, and not replace, Customer's professional judgment.
Customer remains solely responsible for:
1. understanding its clients' circumstances, objectives and needs;
2. conducting any required financial needs analysis, suitability assessment, affordability assessment or other regulated assessment;
3. determining whether an insurance product is appropriate for a client;
4. explaining product features, risks, exclusions, premiums, charges, benefits and other relevant information;
5. making all disclosures required by Applicable Laws or regulatory requirements;
6. verifying information against applicable policy documents, insurer materials, official benefit illustrations and other authoritative sources; and
7. maintaining records sufficient to demonstrate compliance with Customer's professional and regulatory obligations.
No functionality of the Service transfers any such responsibility to Casentra.
7.3 No Reliance as Compliance System
Unless expressly agreed in writing, the Service is not designed or warranted to constitute Customer's sole compliance, supervision, record-keeping, suitability, audit, anti-money laundering, sanctions screening or regulatory reporting system.
Customer must maintain such independent controls, procedures, records and systems as are required by Applicable Laws and Customer's own compliance framework.
7.4 Customer Instructions
Customer is responsible for all instructions given to Casentra through the Service, including instructions concerning Customer Data.
Casentra is entitled to rely on instructions submitted through an authenticated Account unless Casentra knows, or reasonably suspects, that such instructions are unauthorised, unlawful or inconsistent with these Terms.
8. Customer Data and Data Protection
8.1 Ownership of Customer Data
As between Customer and Casentra, Customer retains all rights, title and interest in and to Customer Data.
Except for the rights expressly granted under these Terms, Casentra does not acquire ownership of Customer Data.
8.2 Licence to Process Customer Data
Customer grants Casentra a worldwide, non-exclusive, limited and royalty-free right to host, receive, reproduce, store, transmit, organise, structure, retrieve, display, process and otherwise use Customer Data solely to the extent reasonably necessary to:
1. provide, operate and support the Service;
2. perform Customer's instructions;
3. maintain the security, integrity and reliability of the Service;
4. prevent fraud, misuse, security threats and violations of these Terms;
5. comply with Applicable Laws and binding legal or regulatory obligations; and
6. exercise Casentra's rights and perform Casentra's obligations under the Agreement.
This Section does not give Casentra the right to sell Customer Data.
8.3 Data Processing Roles
The parties acknowledge that their respective roles under applicable data protection laws depend on the nature and purpose of the relevant processing activity.
To the extent Casentra processes Personal Data contained in Customer Data solely on behalf of Customer and pursuant to Customer's documented instructions, Customer shall act as the relevant data user, controller or equivalent party, and Casentra shall act as a data processor or processor, as applicable.
Casentra may separately process limited Personal Data for its own legitimate operational purposes where permitted by Applicable Laws, including for account administration, billing, security, fraud prevention, legal compliance and management of its business. Such processing shall be governed by Casentra's Privacy Policy.
Where the parties enter into a DPA, the DPA shall govern Casentra's processing of Customer Data to the extent specified therein.
8.4 Customer Compliance Obligations
Customer represents, warrants and undertakes that:
1. Customer has all rights, licences, consents, permissions and lawful bases necessary to collect, use, disclose, transfer and otherwise process Customer Data through the Service;
2. Customer has provided all privacy notices, Personal Information Collection Statements and other disclosures required under Applicable Laws;
3. Customer's instructions to Casentra regarding Customer Data are lawful;
4. Customer will not submit Customer Data that Customer is prohibited from collecting, processing, using or disclosing;
5. Customer's use of Customer Data through the Service will not violate any contractual obligation, confidentiality obligation, fiduciary duty or third-party right; and
6. Customer will respond appropriately to requests, complaints and enquiries from data subjects, clients and regulators for which Customer is legally responsible.
8.5 Client and Prospect Data
Customer acknowledges that Customer Data may contain Personal Data belonging to clients, prospective clients, policyholders, beneficiaries, dependants or other individuals.
Such Customer Data may include particularly sensitive information, including:
1. identity and identification-document information;
2. contact information;
3. financial information;
4. insurance and policy information;
5. family and beneficiary information;
6. health and medical information;
7. employment and income information;
8. recordings, transcripts and communications; and
9. other information relevant to insurance services.
Customer must exercise particular care before uploading or otherwise processing such information through the Service.
8.6 Data Minimisation
Customer should submit only Customer Data reasonably necessary for Customer's permitted use of the Service.
Customer must not knowingly submit excessive or irrelevant Personal Data where the same purpose can reasonably be achieved without such information.
8.7 Processing by Service Providers
Casentra may engage affiliates, cloud infrastructure providers, AI service providers and other subprocessors or service providers to process Customer Data where reasonably necessary to provide the Service.
Casentra will require such providers to be subject to appropriate contractual obligations concerning confidentiality, security and data protection, taking into account the nature of the services provided.
Where required under an applicable DPA, Casentra will provide information regarding relevant subprocessors in accordance with that DPA.
8.8 Cross-Border Processing
Customer acknowledges that different components of the Service may operate in different jurisdictions and that Customer Data may be processed or stored outside Hong Kong depending on the features used and the relevant service providers engaged by Casentra.
While Casentra's primary application infrastructure may be hosted in Hong Kong, certain Service features, including AI-powered functionality, may require Customer Data to be processed by third-party technology providers, artificial intelligence providers, cloud infrastructure providers or other service providers located outside Hong Kong.
Casentra will implement reasonable contractual, technical and organisational safeguards appropriate to such processing and as required by Applicable Laws.
Where Customer is subject to additional data localisation, cross-border transfer, sector-specific or regulatory requirements, Customer is responsible for determining whether its intended use of the Service is permissible before submitting or processing affected Customer Data through the Service.
8.9 No Sale of Client Data
Casentra will not sell Client Data to third parties.
Casentra will not permit a third-party advertising network to use Client Data for targeted advertising to Customer's clients or prospects.
8.10 AI Model Training
Casentra does not use identifiable Customer Data, Client Data, uploaded files, prompts or Customer-specific content submitted through the Service to train or fine-tune general-purpose artificial intelligence models for unrelated customers.
Casentra may process Customer Data as technically necessary to provide, operate and maintain AI Features requested by Customer, including generating Outputs, responding to Customer requests and delivering the functionality of the Service.
Casentra may use aggregated, anonymised or de-identified information that does not reasonably identify Customer, any Authorised User, any client or any individual for purposes including analytics, security, reliability, performance optimisation, service operation and improvement of the Service, where permitted by Applicable Laws.
For the avoidance of doubt, Casentra will not use identifiable Customer Data or Client Data to create datasets, models or training materials intended to benefit unrelated customers.
8.11 Data Retention and Deletion
Casentra may retain Customer Data for so long as reasonably necessary to provide the Service and thereafter for such limited period as may be required or permitted by:
1. the applicable Subscription Plan;
2. Casentra's documented retention practices;
3. the DPA;
4. Customer's deletion instructions; or
5. Applicable Laws.
Following expiration or termination of the Agreement, Casentra may delete Customer Data after the applicable retention or retrieval period.
Customer is responsible for exporting or retaining any Customer Data that Customer is legally or operationally required to preserve before such deletion occurs.
8.12 Customer Backups
Unless expressly stated in an applicable Order Form or service description, the Service is not intended to serve as Customer's exclusive archival or backup system.
Customer is responsible for maintaining appropriate independent copies, archives and records of Customer Data where required for legal, regulatory, professional, operational or business purposes.
9. Artificial Intelligence Features and Outputs
9.1 Nature of AI Features
Certain parts of the Service use artificial intelligence, machine learning, large language models and other automated technologies.
Customer acknowledges that AI systems operate probabilistically. The same or similar inputs may produce different Outputs, and Outputs may contain errors, omissions, inaccuracies, inconsistencies, fabricated information or outdated information.
9.1A Changes to AI Technologies
Casentra may use different artificial intelligence models, providers, technologies, architectures or infrastructure from time to time in order to provide, maintain, improve, secure or optimise the Service.
Customer acknowledges that the underlying technologies supporting AI Features may change over time.
Such changes will not constitute a breach of these Terms provided that Casentra does not materially reduce the core functionality of the Service purchased by Customer.
9.2 Outputs Are Draft Assistance
Outputs are provided as productivity tools and draft assistance only.
Unless expressly stated otherwise in writing by Casentra, Outputs do not constitute and must not be treated as:
1. insurance advice;
2. financial or investment advice;
3. legal or tax advice;
4. actuarial advice;
5. an underwriting decision;
6. a claims determination;
7. a suitability determination;
8. a financial needs analysis;
9. a regulatory or compliance opinion;
10. an insurer-approved illustration; or
11. an offer, solicitation, recommendation or guarantee concerning any insurance or financial product.
9.3 Mandatory Human Review
Customer must ensure that any Output used in connection with regulated activities, client-facing communications, or material professional decisions is reviewed and approved by an appropriately qualified person and, where required under Applicable Laws, a licensed individual before such Output is relied upon or communicated.
Customer remains responsible for determining the appropriate level of review, verification and approval required for each use of an Output, having regard to the nature of the Output, the intended use, applicable regulatory obligations and Customer's internal policies.
Customer is responsible for checking, as applicable:
1. factual accuracy;
2. calculations;
3. product terms;
4. policy benefits;
5. exclusions;
6. premiums;
7. fees and charges;
8. guaranteed and non-guaranteed values;
9. assumptions;
10. regulatory disclosures;
11. client-specific information; and
12. suitability for the intended purpose.
9.4 No Fully Automated Regulated Decisions
Customer must not use the Service as the sole basis for making or implementing a final automated decision concerning:
1. whether an individual should purchase, replace, surrender, switch or retain an insurance product;
2. client suitability or financial needs;
3. underwriting or insurability;
4. pricing or premiums;
5. claims approval, rejection or settlement;
6. eligibility for insurance or other financial services; or
7. any other decision having material legal, financial or similarly significant effects on an individual,
without appropriate human assessment and all procedures required by Applicable Laws.
9.5 Insurance Product Information
Information concerning insurance products may be generated from, extracted from, summarised from or otherwise based upon information supplied by Customer, insurers or third-party sources.
Customer acknowledges that product information may change and that extraction, transformation or generation processes may introduce errors.
Before presenting such information to a client or relying upon it in connection with a regulated activity, Customer must verify all material information against the then-current official policy documents, insurer materials, benefit illustrations, product disclosures and other authoritative sources.
In the event of any inconsistency, the applicable insurer-issued or legally operative documentation shall prevail over the relevant Output.
9.6 Illustrations and Non-Guaranteed Values
Any projected, hypothetical, estimated or non-guaranteed values presented through the Service are illustrative only unless expressly identified as guaranteed in the applicable official insurer documentation.
Casentra does not guarantee:
1. future policy performance;
2. investment performance;
3. dividends;
4. bonuses;
5. crediting rates;
6. surrender values;
7. projected benefits; or
8. any other non-guaranteed outcome.
9.7 Third-Party AI Providers
Certain AI Features may rely upon Third Party Services.
Where permitted under the Agreement and applicable privacy documentation, information submitted to an AI Feature may be transmitted to a third-party AI provider for processing necessary to provide the requested functionality.
Casentra remains responsible for its contractual obligations to Customer but does not control the underlying models, systems or infrastructure of independent third-party providers.
9.8 Similarity and Uniqueness of Outputs
Customer acknowledges that:
1. Outputs may not be unique;
2. other users may receive identical or similar Outputs;
3. Casentra does not warrant that any Output qualifies for intellectual property protection; and
4. Casentra does not warrant that every Output will be free from similarity to third-party materials.
Customer is responsible for conducting such review as is appropriate before using an Output in circumstances where originality or third-party intellectual property rights are material.
9.9 Prohibited AI Uses
Customer must not knowingly use AI Features:
1. to impersonate another person deceptively;
2. to fabricate regulatory approvals, insurer approvals, licences, signatures or official records;
3. to conceal material product information from a client;
4. to generate misleading product comparisons;
5. to falsify client records or compliance documentation;
6. to manipulate a client into purchasing an unsuitable product;
7. to circumvent applicable suitability, disclosure or conduct obligations; or
8. for any unlawful, fraudulent, deceptive or discriminatory purpose.
9.10 Experimental and Beta Features
Casentra may make beta, preview, experimental, early-access or evaluation features available from time to time ("Beta Features").
Beta Features may:
1. be incomplete;
2. contain errors;
3. operate differently from generally available functionality;
4. be subject to additional limitations; and
5. be modified, suspended or discontinued at any time.
Unless expressly agreed otherwise in writing, Beta Features are provided "AS IS" and without any service-level, availability, support or performance commitment.
Customer should not use Beta Features for high-risk or business-critical activities where an error, delay or failure could reasonably cause material harm.
10. Third Party Services
10.1 Integration with Third Party Services
The Service may interoperate with or rely upon Third Party Services, including cloud infrastructure, storage providers, communications services, payment processors, analytics services and artificial intelligence providers.
10.2 Third-Party Terms
Customer's use of a Third Party Service may be subject to separate terms, privacy policies or agreements between Customer and the relevant third party.
Customer is responsible for complying with any such terms applicable to Customer.
10.3 Third-Party Availability
Casentra does not control independent Third Party Services and is not responsible for their independent acts or omissions.
The availability or functionality of certain Service features may therefore depend upon the continued availability and operation of Third Party Services.
Casentra may replace, modify or discontinue its use of a Third Party Service where reasonably necessary for security, legal, operational, commercial or technical reasons.
10.4 Third-Party Source Materials
Where the Service displays, extracts, summarises or processes material obtained from third-party sources, Casentra does not assume responsibility for the underlying accuracy, completeness, legality or currency of the third-party source material.
Customer remains responsible for verifying material information against appropriate authoritative sources.
10.5 AI and Infrastructure Providers
Customer acknowledges that Casentra may rely on third-party cloud infrastructure providers, artificial intelligence providers and other technology providers to deliver certain features of the Service.
The identity, technology and location of such providers may change from time to time as Casentra develops and operates the Service.
Where such providers process Customer Data, such processing will be governed by the applicable privacy documentation and Data Processing Addendum.
11. Security and Service Operations
11.1 Security Measures
Casentra maintains technical and organisational measures designed to protect the Service and Customer Data against unauthorised access, disclosure, alteration, loss or misuse.
Such measures are appropriate having regard to:
(a) the nature and scope of the processing activities;
(b) the types of data processed;
(c) the risks associated with the Service; and
(d) applicable industry practices.
Such measures may include, where appropriate:
(a) access controls;
(b) authentication mechanisms;
(c) encryption safeguards;
(d) monitoring and logging;
(e) vulnerability management;
(f) backup and recovery procedures; and
(g) personnel confidentiality and security practices.
Casentra may update or modify such measures from time to time as technology, risks and the Service evolve.
11.2 No Absolute Security Guarantee
Customer acknowledges that no electronic system, cloud infrastructure, internet transmission or storage environment can be guaranteed to be completely secure.
Accordingly, Casentra does not warrant that the Service will be free from all security threats, vulnerabilities, interruptions or unauthorised access.
Nothing in this Section limits any express obligations undertaken by Casentra under an applicable Data Processing Addendum.
11.3 Security Incidents
For purposes of these Terms, a "Security Incident" means a confirmed unauthorised access to, disclosure of, alteration of, loss of, or destruction of Customer Data within Casentra's control that materially affects the confidentiality, integrity or availability of such Customer Data.
A Security Incident does not include unsuccessful attempts or activities that do not compromise Customer Data, including unsuccessful login attempts, automated scans, denial-of-service attempts or similar events.
11.4 Security Incident Response
Where Casentra becomes aware of a Security Incident affecting Customer Data, Casentra will:
(a) take reasonable steps to investigate, contain and mitigate the Security Incident;
(b) provide notice to Customer without undue delay where required under Applicable Laws or an applicable DPA; and
(c) provide reasonably available information regarding the nature and impact of the Security Incident as information becomes available.
Casentra's notification of a Security Incident does not constitute an admission of fault or liability.
11.5 Customer Security Responsibilities
Customer is responsible for maintaining appropriate security measures relating to:
(a) Customer accounts;
(b) passwords and authentication credentials;
(c) devices used to access the Service;
(d) Authorised User access permissions; and
(e) Customer's internal systems and procedures.
Customer must promptly notify Casentra of suspected unauthorised access to its Account.
11.6 Service Maintenance
Casentra may temporarily restrict or suspend access to all or part of the Service where reasonably necessary for:
(a) scheduled maintenance;
(b) emergency maintenance;
(c) security updates;
(d) infrastructure changes; or
(e) operational improvements.
Where reasonably practicable, Casentra will seek to minimise disruption.
11.7 No Service Level Commitment
Unless expressly agreed in writing, these Terms do not create any service-level agreement, uptime commitment, recovery-time objective or service-credit obligation.
12. Intellectual Property Rights
12.1 Casentra Technology
As between the parties, Casentra and its licensors retain all rights, title and interest in and to:
1. the Service;
2. Casentra's software and source code;
3. interfaces and workflows;
4. algorithms;
5. models and model configurations;
6. prompts, system instructions and orchestration methods;
7. templates;
8. designs and user interfaces;
9. documentation;
10. databases and data structures;
11. know-how;
12. trademarks, logos and branding;
13. improvements, modifications and derivative works of the foregoing; and
14. all intellectual property rights relating thereto,
collectively, the "Casentra Technology".
Except for the limited rights expressly granted under these Terms, no rights in Casentra Technology are transferred to Customer.
12.2 Limited Licence
Subject to Customer's compliance with the Agreement and payment of all applicable fees, Casentra grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable subscription term to access and use the Service solely for Customer's permitted internal professional and business purposes.
12.3 Customer Data
Casentra obtains no ownership right in Customer Data merely because Customer submits or processes such Customer Data through the Service.
12.4 Outputs
Subject to Customer's compliance with these Terms and to the extent permitted by Applicable Laws and third-party rights, Casentra does not claim ownership of Customer's rights, if any, in Outputs generated specifically for Customer through Customer's authorised use of the Service.
For clarity, this Section does not:
1. transfer any right in Casentra Technology;
2. grant Customer exclusive rights to an Output;
3. guarantee that an Output is capable of intellectual property protection;
4. guarantee that an Output does not resemble content generated for another customer; or
5. transfer rights owned by a third party.
12.5 Platform Improvements
Casentra may develop improvements, features, techniques, workflows, know-how and other technology arising from operating and improving the Service, provided that Casentra does not thereby acquire ownership of identifiable Customer Data.
Nothing prevents Casentra from independently developing products, services or functionality that are similar to ideas, concepts or functionality used by Customer, provided that Casentra does not misuse Customer's Confidential Information.
12.6 Usage Data
Casentra may generate and use technical, operational and usage information concerning the operation and use of the Service ("Usage Data") for purposes including:
1. operating and securing the Service;
2. measuring performance;
3. preventing abuse;
4. capacity planning;
5. billing and usage administration;
6. analytics; and
7. improving Casentra's products and services.
Where Usage Data contains Personal Data or identifiable Customer Data, it will be handled in accordance with the applicable privacy documentation and Applicable Laws.
12.7 Feedback
If Customer voluntarily provides ideas, comments, suggestions or feedback concerning the Service ("Feedback"), Customer grants Casentra a worldwide, perpetual, irrevocable, transferable, sublicensable and royalty-free right to use and incorporate such Feedback into Casentra's products and services without restriction or obligation to Customer.
This Section does not authorise Casentra to disclose Customer's Confidential Information.
12.8 Reservation of Rights
All rights not expressly granted to Customer under the Agreement are reserved by Casentra and its licensors.
13. Confidentiality
13.1 Confidential Information
"Confidential Information" means non-public information disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") that:
1. is designated as confidential; or
2. reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Confidential Information may include:
1. Customer Data;
2. client information;
3. business plans;
4. financial information;
5. pricing;
6. product roadmaps;
7. software and source code;
8. security information;
9. technical architecture;
10. trade secrets;
11. non-public product information; and
12. commercial terms.
13.2 Confidentiality Obligations
The Receiving Party shall:
1. use Confidential Information only as necessary to exercise its rights or perform its obligations under the Agreement;
2. protect Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of similar sensitivity;
3. disclose Confidential Information only to its personnel, professional advisers, affiliates, contractors and service providers who have a legitimate need to know and who are subject to appropriate confidentiality obligations; and
4. remain responsible for compliance with this Section by persons to whom it discloses Confidential Information, except independent professional advisers who owe separate professional duties of confidentiality.
13.3 Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
1. is or becomes publicly available through no breach of the Agreement;
2. was lawfully known to the Receiving Party without restriction before disclosure;
3. is lawfully received from a third party without confidentiality obligation;
4. is independently developed without use of the Disclosing Party's Confidential Information; or
5. is approved for release in writing by the Disclosing Party.
13.4 Required Disclosure
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, regulatory authority or other legally binding process.
Where legally permitted and reasonably practicable, the Receiving Party will notify the Disclosing Party before making such disclosure and reasonably cooperate, at the Disclosing Party's expense, with any lawful effort to seek confidential treatment or protective relief.
13.5 Equitable Relief
The parties acknowledge that unauthorised use or disclosure of Confidential Information may cause harm for which monetary damages may not provide an adequate remedy.
Accordingly, the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedies available under Applicable Law.
13.6 Duration
The obligations in this Section continue during the term of the Agreement and for five (5) years after termination or expiration.
With respect to trade secrets and Personal Data, the applicable obligations continue for so long as such information remains protected as a trade secret or is required to be protected under Applicable Laws.
14. Acceptable Use and Prohibited Conduct
Customer must not, and must not permit any third party to:
1. use the Service in violation of Applicable Laws or regulatory requirements;
2. use the Service to conduct regulated insurance activities without the licences or authorisations required by Applicable Laws;
3. submit Customer Data without appropriate rights or authority;
4. access or attempt to access another user's Account, Customer Data or non-public portion of the Service without authorisation;
5. share Account credentials in violation of the applicable Subscription Plan;
6. circumvent or attempt to circumvent authentication, licensing verification, security controls, rate limits, usage limits or other technical restrictions;
7. reverse engineer, decompile, disassemble or otherwise attempt to derive source code, underlying model parameters or non-public components of the Service except to the limited extent such restriction is prohibited by Applicable Law;
8. scrape, crawl, harvest or systematically extract data from the Service except through interfaces expressly provided or authorised by Casentra;
9. copy, reproduce or use Casentra Technology to develop, train or improve a competing product, model or service;
10. upload or transmit malware, malicious code or materials designed to damage, disrupt or gain unauthorised access to systems or data;
11. interfere with or materially impair the integrity, security, performance or availability of the Service;
12. use the Service to commit or facilitate fraud, deception, misrepresentation, harassment, discrimination or other unlawful conduct;
13. misrepresent an Output as having been independently verified, guaranteed, approved by an insurer, approved by a regulator or produced by an authoritative official source when it has not been;
14. remove proprietary notices from the Service;
15. resell, sublicense, lease, timeshare or commercially distribute access to the Service except as expressly authorised in writing by Casentra;
16. use the Service in a manner that creates an unreasonable security risk, material operational burden or materially excessive consumption of resources; or
17. assist or permit another person to do any of the foregoing.
Casentra may investigate suspected violations and may suspend or restrict access where reasonably necessary to protect the Service, Customer Data, third parties or Casentra's legal and regulatory interests.
15. Suspension and Termination
15.1 Term
These Terms commence on the date Customer first accepts them or first accesses the Service and continue until terminated in accordance with this Section.
15.2 Termination by Customer
Customer may stop using the Service at any time.
Where Customer has an active paid Subscription Plan, termination of use does not automatically entitle Customer to a refund except as expressly provided under these Terms or required by Applicable Law.
15.3 Suspension Rights
Casentra may suspend, restrict or limit Customer's or any Authorised User's access to all or part of the Service immediately where Casentra reasonably believes that:
1. Customer has breached these Terms;
2. Customer's use of the Service may violate Applicable Laws, regulatory requirements or third-party rights;
3. Customer or an Authorised User has accessed the Service without appropriate licence, authorisation or eligibility;
4. Customer's use creates a security risk, privacy risk or threat to the Service, Casentra, other customers or third parties;
5. Customer has engaged in fraudulent, abusive, deceptive or harmful conduct;
6. payment obligations are overdue;
7. suspension is necessary to comply with a legal obligation, regulatory request or court order; or
8. continued access may expose Casentra to legal, regulatory or operational risk.
Where reasonably practicable, Casentra will provide notice before suspension and will work in good faith to restore access once the relevant issue has been resolved.
15.4 Suspension for Remediable Breach
Except where immediate action is reasonably necessary under Section 15.3, Casentra will provide Customer with reasonable notice of a breach and an opportunity to remedy such breach before terminating access.
The length of any remediation period will depend on the nature and severity of the breach.
15.5 Termination by Casentra
Casentra may terminate these Terms or Customer's access to the Service immediately if:
1. Customer commits a material breach of these Terms;
2. Customer fails to remedy a breach within a reasonable remediation period;
3. Customer becomes insolvent, enters liquidation, administration, bankruptcy or similar proceedings;
4. Customer engages in conduct that may materially damage Casentra's reputation, systems, customers or business;
5. required by law, regulation or governmental authority; or
6. Casentra permanently discontinues the relevant Service.
15.6 Effect of Termination
Upon termination:
1. Customer's right to access and use the Service immediately ends;
2. Customer must cease all use of the Service;
3. Customer must cease representing any relationship, partnership or agency relationship with Casentra;
4. accrued payment obligations remain payable;
5. each party must return or delete Confidential Information of the other party where required by Applicable Law or the Agreement; and
6. Customer Data will be handled in accordance with Section 8 and any applicable DPA.
15.7 Survival
The following provisions survive termination:
- Customer Responsibilities;
- Customer Data provisions;
- AI provisions;
- Intellectual Property;
- Confidentiality;
- Disclaimers;
- Limitation of Liability;
- Indemnification;
- Regulatory Compliance;
- Governing Law;
- General Provisions;
- any provision which by its nature is intended to survive termination.
16. Warranties and Disclaimers
16.1 Limited Service Commitment
Casentra represents that it will provide the Service using reasonable care and skill consistent with generally accepted industry practices.
Except for this express commitment, the Service is provided subject to the disclaimers in this Section.
16.2 "AS IS" and "AS AVAILABLE"
To the maximum extent permitted by Applicable Law, the Service, Outputs and all related functionality are provided:
16.3 "AS IS" and "AS AVAILABLE".
Casentra disclaims all warranties, representations and conditions, whether express, implied, statutory or otherwise, including:
1. warranties of merchantability;
2. fitness for a particular purpose;
3. non-infringement;
4. accuracy;
5. completeness;
6. uninterrupted availability;
7. error-free operation;
8. security;
9. reliability; and
10. achievement of any particular business, regulatory, financial or commercial outcome.
16.4 AI Disclaimer
Without limiting the foregoing:
1. AI Features may produce inaccurate, incomplete, misleading or outdated Outputs;
2. Casentra does not warrant that Outputs are suitable for any specific client, product, transaction or regulatory purpose;
3. Casentra does not warrant that Outputs comply with all regulatory obligations applicable to Customer;
4. Customer remains responsible for reviewing and approving Outputs before use; and
5. Customer must not rely on Outputs as a substitute for professional judgment.
16.5 No Professional Advice
Casentra does not provide:
1. insurance advice;
2. financial advice;
3. investment advice;
4. legal advice;
5. tax advice;
6. compliance advice; or
7. professional recommendations concerning any individual client.
Any information made available through the Service is provided as technology-enabled assistance only.
16.6 No Regulatory Guarantee
Casentra does not warrant that:
1. Customer's use of the Service will satisfy Customer's regulatory obligations;
2. regulators will approve or accept Customer's use of the Service;
3. the Service constitutes a compliant replacement for Customer's internal controls;
4. Customer will achieve any particular regulatory outcome; or
5. use of the Service eliminates Customer's compliance responsibilities.
17. Limitation of Liability
17.1 Exclusion of Certain Losses
To the maximum extent permitted by Applicable Law, Casentra shall not be liable for:
1. indirect loss;
2. consequential loss;
3. incidental loss;
4. special loss;
5. punitive or exemplary damages;
6. loss of profits;
7. loss of revenue;
8. loss of business opportunities;
9. loss of goodwill;
10. loss of anticipated savings;
11. loss arising from business interruption;
12. loss or corruption of data except as expressly provided below; or
13. reputational damage.
17.2 Liability Cap
To the maximum extent permitted by Applicable Law, Casentra's total aggregate liability arising out of or relating to:
1. the Service;
2. these Terms;
3. Customer's use of the Service; or
4. any claim under contract, tort, negligence or otherwise,
shall not exceed the greater of:
1. the total fees actually paid by Customer to Casentra during the twelve (12) months immediately preceding the event giving rise to the claim; or
2. HKD 50,000.
17.3 Excluded Limitations
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from:
1. fraud;
2. fraudulent misrepresentation;
3. wilful misconduct; or
4. any other liability that Applicable Law prohibits from being excluded.
17.4 Allocation of Risk
Customer acknowledges that:
1. the Service is provided at subscription pricing reflecting the allocation of risk under these Terms;
2. Customer remains responsible for professional decisions made using the Service;
3. AI-assisted functionality necessarily involves uncertainty; and
4. the limitations in this Section represent an essential basis of the agreement between the parties.
18. Indemnification
18.1 Customer Indemnity
Customer shall defend, indemnify and hold harmless Casentra, its affiliates, officers, employees, contractors and representatives from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:
1. Customer Data, including any allegation that Customer lacked appropriate rights, consent, authorisation or lawful basis to process such data;
2. Customer's breach of Section 8;
3. Customer's or an Authorised User's use of the Service;
4. Customer's violation of Applicable Laws or regulatory requirements;
5. Customer's breach of insurance, financial services or professional obligations;
6. Customer's use, disclosure or reliance upon Outputs;
7. any unauthorised access caused by Customer's failure to protect credentials or Account security; or
8. any claim arising from Customer's client relationship, insurance activity or professional services.
18.2 Indemnification Process
The indemnified party shall:
1. provide reasonable notice of the claim;
2. provide reasonable cooperation at the indemnifying party's expense; and
3. allow the indemnifying party reasonable control over the defence and settlement.
The indemnifying party may not settle any claim in a manner that:
1. admits wrongdoing by the indemnified party;
2. imposes obligations on the indemnified party; or
3. affects the indemnified party's rights,
without prior written consent.
19. Regulatory Compliance
19.1 Customer Regulatory Obligations
Customer is solely responsible for compliance with all Applicable Laws relating to its activities, including:
1. insurance licensing requirements;
2. suitability and conduct requirements;
3. disclosure obligations;
4. anti-money laundering requirements;
5. sanctions compliance;
6. client communications;
7. record retention;
8. complaint handling;
9. privacy obligations; and
10. professional standards.
19.2 Technology Provider Status
Customer acknowledges that Casentra:
1. provides technology infrastructure and productivity tools;
2. does not act as Customer's insurance intermediary, compliance officer, supervisor or professional adviser;
3. does not supervise Customer's client interactions; and
4. does not assume Customer's regulatory obligations.
19.3 Regulatory Cooperation
Where legally required, Casentra may cooperate with regulators, law enforcement authorities or governmental bodies concerning:
1. unlawful use of the Service;
2. security incidents;
3. regulatory investigations;
4. legal obligations; or
5. protection of users, customers or third parties.
20. Changes to Service and Terms
20.1 Changes to Service
Casentra may modify, improve, replace, update or discontinue parts of the Service from time to time.
Where commercially reasonable, Casentra will provide notice of material changes that substantially reduce core paid functionality.
20.2 Changes to Terms
Casentra may update these Terms periodically.
For material changes that adversely affect Customer's rights or obligations, Casentra will provide reasonable advance notice through the Service, email or other appropriate means.
Customer's continued use of the Service after the effective date of updated Terms constitutes acceptance.
21. Governing Law and Dispute Resolution
21.1 Governing Law
These Terms and any dispute arising out of or relating to them shall be governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict of law principles.
21.2 Arbitration
Any dispute, controversy or claim arising out of or relating to these Terms, including any question regarding existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the:
21.3 Hong Kong International Arbitration Centre (HKIAC)
under the HKIAC Administered Arbitration Rules in force at the time the arbitration is commenced.
The arbitration shall be conducted:
1. seat: Hong Kong;
2. tribunal: one arbitrator;
3. language: English; and
4. governing law of arbitration agreement: Hong Kong law.
21.4 Injunctive Relief
Nothing in this Section prevents either party from seeking urgent interim, injunctive, protective or equitable relief from a court of competent jurisdiction.
22. General Provisions
22.1 Entire Agreement
These Terms, together with the Privacy Policy, DPA and applicable Order Forms, constitute the entire agreement between the parties regarding the Service and supersede prior discussions, representations and agreements relating to the same subject matter.
22.2 Assignment
Customer may not assign or transfer these Terms without Casentra's prior written consent.
Casentra may assign these Terms:
1. in connection with a merger;
2. acquisition;
3. corporate restructuring;
4. financing transaction; or
5. transfer of substantially all of its business or assets.
22.3 Force Majeure
Casentra is not responsible for delays or failures caused by circumstances beyond its reasonable control, including:
1. natural disasters;
2. government actions;
3. internet failures;
4. telecommunications failures;
5. cyber incidents beyond reasonable control;
6. labour disputes;
7. third-party service failures; or
8. other events outside reasonable control.
22.4 Severability
If any provision of these Terms is found invalid or unenforceable, such provision shall be modified only to the minimum extent necessary, and the remaining provisions shall continue in full force.
22.5 No Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other right.
22.6 Notices
Legal notices may be provided:
1. through the Service;
2. by email;
3. by registered mail; or
4. by other reasonable electronic means.
Notices to Casentra:
Casentra Limited\
Office 5, 8/F, Mega Cube\
8 Wang Kwong Road\
Kowloon Bay, Kowloon\
Hong Kong
Email: [email protected]
22.7 Language
These Terms may be translated into other languages for convenience.
In the event of inconsistency between versions, the English version shall prevail.
23. Contact Information
For questions regarding these Terms:
Casentra Limited\
Hong Kong
Email: [email protected]