Website Terms of Use

You have come through to this page from a website which is owned and operated by Sentro. In these terms and conditions "Sentro", "us", "we" or "our" means Sentro Group Limited and its related bodies corporate. Sentro (TM) is a brand of Sentro Group Limited.

Acknowledgement and acceptance of general terms

Access to this website constitutes your agreement to be bound by these terms and conditions. We reserve the right to amend these terms at any time. You are deemed to be aware of and bound by the amendments to the terms upon publication on the Site. You should review the terms periodically and before giving any information or confirming it to us.

Ownership of Content on the Site

The materials displayed on the Site, including without limitation text, materials, graphics, software, tools, results derived from the use of software and tools, names, logos and trade marks on the Site ("Content") are protected by copyright, trademark and other intellectual property laws unless expressly indicated otherwise on the Site. All rights, title and interest in and to the Content are owned, licensed or controlled by us or the party credited as the provider of the Content.

Access to and use of Content on the Site

You may browse the Site for your own personal use, information, research, study and educational purposes only. We grant to you a limited non-exclusive license to view, copy and print the Content for your non-commercial or personal use. If you would like to use the Content in any other way you will need to request permission from us. All requests for permission for further use of the Content must be in writing and should be sent to info@sentro.co

Nothing in the terms shall be construed as granting to you any license under any patent, trademark or copyright of Sentro or any third party.

You must not use the Site or the Content in any manner or for any purpose which is unlawful or in any manner which violates any of our rights or which is otherwise prohibited by these terms. Under no circumstances may the Content be used to establish, maintain or provide, or assist in establishing, maintaining or providing a stock market (other than one authorised by law) for trading of securities.

Privacy

You acknowledge that you have read and understood the terms of our privacy policy. You agree that we may use and disclose information about you in accordance with the terms of the privacy policy. You also agree to check the privacy policy on a regular basis and to let us know if you object to use or disclosure of information about you in accordance with any updated statement.

Access outside New Zealand

We make no representation that materials on the Site are appropriate or available for use in other countries, and accessing them from other countries or territories where their content is illegal is prohibited. Use of the Site is done on the understanding and acceptance that you do so on your own initiative and you are solely responsible for compliance with local laws.

Disclaimer

The Content on the Site is derived from sources believed to be accurate and current as at the date indicated by reference to the "last reviewed" date, indicated in the respective sections of the Site. However we, nor any of our Content suppliers, or our respective directors, officers, agents, employees or contractors, give any representation or warranty as to the reliability, accuracy or completeness of the Content; or warrant that any of the functions contained in any Content or your access to the Site will be uninterrupted or error-free.

Neither we, nor any of our Content suppliers, or our respective subsidiary companies, officers, employees and agents shall, under any circumstances, be liable in any way for any loss; or direct, indirect, consequential, incidental, indirect or special damages, of any kind or any other damages howsoever arising (whether in negligence or otherwise), out of or in connection with the Content and/or any omissions from the Content.

The Consumer Guarantees Act 1993 does not apply to the supply of services to you by us on or through the Site, if you are acquiring or holding yourself out as acquiring those services for the purposes of a business.

In the case of goods or services supplied or offered by us, any supplier of Content to us or their respective subsidiary companies and their officers, employees and agents, liability for breach of any implied warranty or condition which cannot be excluded is limited at the relevant party's option to either: the supply of the goods (or equivalent goods) or services again; or the payment of the cost of having the goods (or equivalent goods) or services supplied again.

Indemnity

You indemnify and hold us and our subsidiary companies, officers, employees and agents harmless and keep us indemnified from and against all loss, actions, proceedings, costs, expenses (including legal fees), claims and damages incurred or suffered by any of them arising from your access to and/or use of the Site.

Advertising and links to other websites

The Site may contain links to third party websites which are not under our control. We are not responsible for the contents of any linked website or any hyperlink contained in a linked website other than our own websites. Hyperlinks are provided to you as convenience only, and the inclusion of any link does not imply any endorsement of the linked website by us or our employees. We do not provide any guarantees, representations or warranties as to the nature, content and reliability and shall have no liability for any electronic content delivered by a third party, including and without limitation to the accuracy or reliability of any information, data, opinions, advice or statements made on those linked websites or the timeliness of any electronic content. You link to any such linked website entirely at your own risk.

Where the Site contains third party advertisements, including banner advertising, third party logos and information, materials and documents relating to or provided by third parties ("Third Party Material"), the Third Party Material may contain embedded hyperlinks to websites operated by third parties or their licensees or contractors. We and our employees do not recommend or endorse the products or services of those third parties. In some instances, the Third Party Material will contain representations or offers by the third party which you can accept by linking to the third party's website and executing the relevant transaction. Such offers are not made by us or our employees, and the third party is solely responsible to you for the delivery of any goods or services you purchase on the third party website.

Caching and unauthorised hypertext links to the Site are prohibited, as is the framing of any content available through the Site without our prior written consent. We reserve the right to disable any unauthorised links or frames and disclaim any responsibility for the content available on any other website reached by links to or from the Site. If a clause or a part of a clause set out in these terms and conditions is found to be invalid this shall not affect the validity or enforceability of the remainder of these terms and conditions.

Sentro Terms of Use

Terms of Use

Welcome to Sentro, an online group insurance and group benefits service designed especially for insurers, brokers, service providers and employers. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Sentro provides You with access to the Service.

The Sentro Service will change over time. These Terms are not intended to answer all questions or address every issue raised by the use of the Sentro Service. Sentro reserves the right to change these terms at any time, effective upon the posting of the modified terms and Sentro will make every effort to communicate these changes to You via email or notification via the Website. It is likely that the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree the most recent terms available on the Website.

By registering to use the Service you acknowledge that you have read and understand these Terms and you have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These terms were last updated on 1 April 2020. The change will be effective immediately.

1 Definitions

“Agreement” means these Terms of Use.

“Sentro” means Sentro Group Limited, and all current and future subsidiaries of Sentro Group Limited.

“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

“Access Fee” means the fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.

“Website” refers to the Internet site at the domain www.sentro.co or any other site operated by Sentro.

“Fee Schedule” means the information related to subscriptions and billing set out in the Software As a Service Agreement.

“Service” means the online group insurance and group benefits services made available (as may be changed from time to time by Sentro) via the Website.

“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

“Software As A Service Agreement” means the Service subscription agreement between Sentro and the Subscriber.

“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publically available other than through unauthorised disclosure by the other party.

“Data” refers to any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Website.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. Please read this agreement carefully before accessing or using the Services. By using the Services, you indicate your assent to the terms of this Agreement without any modifications, additions or deletions and are entering into a binding legal contract with Sentro. If you do not agree to the terms set out in this agreement you are not authorised to use the services.

2 Use of Software

Sentro grants You the right to access and use the Service via the Website with the particular roles available to You according to your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any applicable laws:

The Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
The Subscriber is responsible for all Invited Users’ use of the Service;
The Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have a different level of access, as the case may be;
If there is any a dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3 Your Obligations

Payment obligations:

An invoice for the Access Fee will be issued in accordance with the details set out in the Fee Schedule. Sentro will continue invoicing you in accordance with the Fee Schedule until this Agreement is terminated.

All Sentro invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for the payment of all taxes and duties in addition to the Access Fee.
General Obligations:

You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Sentro or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
Access Conditions:
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Sentro of any unauthorized use of Your passwords or any other breach of security and Sentro will reset Your password and You must take all other actions that Sentro reasonably deems necessary to maintain or enhance the security of Sentro's computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
  - not attempt to undermine the security or integrity of Sentro's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
  - not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
  - not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
  - not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
  - not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Usage Limitations:

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Sentro’s application programming interface. Any such limitations will be advised.
Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website,You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. Sentro is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Sentro does reserve the right to remove any communication at any time in its sole discretion.
Indemnity:

You indemnify Sentro against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Sentro, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

Confidentiality and Privacy

Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

is independently developed without access to the Confidential Information.
Privacy:

Sentro maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at sentro.co/privacy-policy and You will be taken to have accepted that policy when You accept these Terms.

5 Intellectual Property

General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Sentro (or its licensors).

Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Sentro Access Fee when due. You grant Sentro a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
Backup of Data:

You must maintain copies of all Data inputted into the Service. Sentro adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Sentro expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data:

If You enable third-party applications for use in conjunction with the Services, You acknowledge that Sentro may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Sentro shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6 Warranties and Acknowledgements

Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
Acknowledgement:

You acknowledge that:
- You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
- Sentro has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
  - You are responsible for ensuring that You have the right to do so;
  - You are responsible for authorizing any person who is given access to information or Data, and you agree that Sentro has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
  - You will indemnify Sentro against any claims or loss relating to:
    - Sentro's refusal to provide any person access to Your information or Data in accordance with these Terms,
    - Sentro’s making available information or Data to any person with Your authorization.
  - The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
  - Sentro does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Sentro is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  - Sentro is not Your financial adviser and use of the Services does not constitute the receipt of financial advice. If You have any questions requiring financial advice, please contact a financial adviser. The Services are not designed for the purpose of providing financial or investment advice. The services, products, and recommendations made or referred to on this site are provided for general information purposes only. To the extent that any such information and recommendations constitute advice, they do not take into account any particular financial situation or goals and, accordingly, do not constitute personalised financial advice under the New Zealand Financial Advisers Act 2008 or relevant legislation in other jurisdictions, nor do they constitute advice of a legal, tax, accounting or other nature to any person.
  - It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
  - You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

No warranties:

Sentro gives no warranty about the Services. Without limiting the foregoing, Sentro does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

Limitation of Liability

To the maximum extent permitted by law, Sentro excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of Sentro's negligence or failure to comply with these Terms, any claim by You against Sentro arising from Sentro's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8 Termination

Prepaid Subscriptions:

Sentro will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
No-fault termination:

These Terms will continue for the period specified in the Software As A Service Agreement. The method for either party to terminate these Terms before the end of the period is specified in the Software As A Service Agreement.
Breach:

If you:
- breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Sentro may take any or all of the following actions, at its sole discretion:

Terminate this Agreement and Your use of the Services and the Website;
Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
Suspend or terminate access to all or any Data.
Take either of the actions in sub-clauses (4), (5) and (6) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans is not made in accordance with the requirements set out in the Fee Schedule, Sentro may: suspend or terminate Your use of the Service, or Your rights of access to all or any Data.

Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
Expiry or termination:

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

9 Help Desk

Technical Problems:

In the case of technical problems You must make all reasonable efforts to diagnose problems before contacting Sentro. If you need technical help, please check the support provided online by Sentro on the Website or email us at support@sentro.co
Service Availability:

Whilst Sentro intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Sentro has to interrupt the Services for longer periods than Sentro would normally expect, Sentro will use reasonable endeavours to publish in advance details of such activity on the Website.

10 General

Entire Agreement:

These Terms, together with the Sentro Privacy Policy and Software As A Service Agreement and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Sentro relating to the Services and the other matters dealt with in these Terms.
Waiver:

If either party breaches these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment:

You may not assign or transfer any rights to any other person without Sentro’s prior written consent.
Governing law and jurisdiction:

This Agreement will be governed by the laws of New Zealand, and any action brought arising out of this Agreement may be brought only in New Zealand and you specifically consent to the jurisdiction and venue of New Zealand courts for the purposes of enforcing any provision of this Agreement.
Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Sentro must be sent to support@sentro.co or to any other email address notified by email to You by Sentro. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Terms & Conditions

Website Terms of Use

Sentro Terms of Use