Terms of Service

1.1. Service Introduction

HelloClinic is an AI-assisted clinic management SaaS platform designed specifically for medical clinics and institutions, developed, operated, and fully owned by KAKI TECH LIMITED with complete intellectual property rights. The Service aims to provide users with core functions such as patient management, electronic health records (EHR), appointment scheduling, billing processing, and data analysis through a secure and reliable cloud-based SaaS (Software as a Service) platform, thereby improving clinical efficiency, simplifying administrative management, and optimizing the patient experience.

1.2. Acceptance and Authorization

This Agreement constitutes a legal contract between the Customer and the Company when accepted through an applicable acceptance flow or incorporated into a signed order, quotation, Statement of Work (SOW), or master agreement. If you are registering or using the Service on behalf of an organization (such as a clinic, medical group, or other legal entity), you represent and warrant that you have the full legal authority to accept this Agreement on its behalf. In such cases, the terms "Customer" and "you" refer to the organization and, where applicable, the person acting for it. If you do not have that authority, you must not accept these Terms or permit the organization to use the Service.

1.3. Definitions

• The Service: Refers to all software, platforms, websites, applications, APIs, functions, data, and related technical support and maintenance services provided under the HelloClinic brand.
• Customer: The clinic, medical institution, company, or other legal entity that subscribes to or enters into an agreement for the Service.
• User: The Customer and its Authorized Users, as applicable from the context.
• Authorized User: An employee, contractor, clinician, administrator, or other person whom the Customer permits to use the Service within the Customer's account.
• Customer Data: Data uploaded, entered, generated, stored, processed, or transmitted by or for the Customer through the Service, including patient data, medical records, images, billing information, appointment records, and other data controlled by the Customer.
• Service Data: Technical logs, usage and device information, security events, support records, account administration data, and other information generated by operating, securing, maintaining, and improving the Service.
• De-identified Data: Data processed so that it is not reasonably capable of identifying an individual, together with aggregated statistics derived from such data.
• Account: The Customer's account and associated authentication credentials used to access and use the Service.

2.1. Account Registration and Security

• Registration Information: You agree to provide true, accurate, current, and complete information when registering an account. You are also responsible for immediately logging into your account to update data whenever information changes to maintain its accuracy. Providing false information may lead to the suspension or termination of your account.
• Security Responsibility: You are fully responsible for maintaining the confidentiality of your account login credentials (including username and password). You agree not to share your password with any third party. Any operations performed through your account shall be deemed to have been performed by you personally or your authorized personnel, and you shall bear full responsibility for such activities.
• Unauthorized Use: If you discover or suspect any unauthorized use of your account, password leakage, or any other security breach, you must immediately notify the Company in writing. The Company shall not be liable for any loss caused by unauthorized account activity before we receive notification and take action.

2.2. Customer and Authorized User Responsibilities

• Lawful Use: You commit to using the Service only for lawful business purposes consistent with medical professional ethics and to strictly comply with all applicable laws and regulations, including but not limited to Hong Kong's Personal Data (Privacy) Ordinance (Cap. 486), Electronic Health Record Sharing System Ordinance (Cap. 625), and relevant medical professional codes of conduct.
• Customer Data Responsibility: The Customer normally acts as the Data User for Customer Data that it determines to collect or upload, including patient and health data. The Customer is responsible for having a lawful basis, giving required notices, obtaining any required consents, maintaining accuracy, responding to data-subject requests, setting appropriate access permissions, and making decisions about medical care, records, disclosures, and retention. The Company's role depends on the relevant data flow and instructions; when processing Customer Data on the Customer's behalf, the Company acts as a Data Processor and processes it only for the purposes described in these Terms, the Privacy Policy, and the applicable order, SOW, or written instructions.
• Customer Warranties and Cooperation: The Customer warrants that it has the rights and permissions necessary for the Company and its service providers to process Customer Data as required to provide the Service. The Customer must provide lawful and documented instructions, promptly notify the Company of material changes or unlawful instructions, maintain appropriate internal backups and access controls, and review the Service and its outputs before relying on them.
• Prohibited Activities: You shall not use the Service for any of the following activities:
  • Uploading, posting, or transmitting any content that is illegal, infringing, defamatory, harassing, threatening, discriminatory, or offensive.
  • Infringing on others' intellectual property rights, privacy rights, or other legal rights.
  • Uploading any files containing viruses, Trojan horses, worms, or other malicious software code, or knowingly providing data that may compromise the Service or another person's rights.
  • Attempting to circumvent or undermine any security features or access restrictions of the Service.
  • Reverse engineering, decompiling, disassembling, or attempting to obtain the source code of any part of the Service.
  • Engaging in any activity that may impose an unreasonable burden on the infrastructure of the Service or interfere with its normal operation.

2.3. Data Migration Disclaimer

• Migration Risks: If you choose to import or migrate existing data (including but not limited to patient records, appointments, billing data, etc.) into the Service, you acknowledge and agree that such migration operations involve inherent risks, including data loss, formatting errors, duplication, or incompatibility.
• Backup Responsibility: Before performing any data migration, you must complete a backup of the source data and take reasonable steps to confirm that the backup is complete and restorable. To the maximum extent permitted by applicable law, the Company is not responsible for loss, damage, or unreadability to the extent caused by the source data, unsupported formats, inaccurate instructions, or the migration process.
• Migration Assistance: Subject to the applicable quotation, SOW, service plan, and resource availability, the Company may provide limited technical advice or personnel to assist with migration. Unless expressly agreed in writing, such assistance does not guarantee a particular migration result, and you must verify the completeness and accuracy of the data after migration.
• Data Verification and Remediation: After migration, you should promptly check the migrated data and notify the Company in writing of material anomalies, preferably within three (3) days. Failure to report within that period may be considered when assessing the migration result, but does not waive rights that cannot lawfully be waived or claims involving latent defects or the Company's wilful misconduct.

3.1. Scope of Service

The scope of the Service is strictly limited to the HelloClinic Software as a Service (SaaS) platform itself, with specific functions depending on your subscribed service plan. The scope of service does not include:

• Installation, configuration, or troubleshooting of any third-party software or hardware (such as computers, printers, network equipment).
• Labor-intensive services such as data entry, data migration, or digitization of medical records.
• Integration support for software or services not provided by the Company.
• Legal, medical, or financial advice.

3.2. Remote Support Services

The Company provides limited remote technical support to users within a valid subscription period, with details as follows:

• Support Channels: Support requests should be submitted through officially designated emails or channels.
• Service Hours: Standard support hours are Monday to Friday, 9:00 AM to 6:00 PM Hong Kong Time (excluding public holidays).
• Support Content: Support includes assistance in resolving technical failures of the Service, questions regarding functional operations, and reporting potential software bugs. Support does not include user training, custom system development, or workflow consultation.
• Remote Connection: To effectively diagnose and resolve issues, the technical support team may request to use designated third-party remote desktop software (e.g., TeamViewer, AnyDesk) to connect to your computer. You must explicitly authorize such connections and understand that during the connection, support personnel may see information on your screen. You are responsible for closing any sensitive or irrelevant applications before connecting.

3.3. Offline Support Services

In special cases where remote support cannot resolve the problem, users may apply for paid offline support.

• Service Fees: The basic fee for each offline support service is HKD $800, which covers up to two (2) hours of on-site labor. Any excess will be charged separately at a standard rate of HKD $400 per hour, with any fraction of an hour counted as one full hour.
• Applicable Region: This service is limited to the Hong Kong Special Administrative Region.
• Booking and Payment: Offline support requires advance booking and pre-payment of service fees.
• Right of Refusal: The Company may accept or refuse an offline support request based on resource availability, the nature of the problem, safety, legal requirements, or other reasonable business considerations.

3.4. Customized Function Service Terms (Applicable to Custom Requirements)

3.5. Responsibilities and Limitations of Customized Functions

4.1. Subscription Fees

The Service is provided on a prepaid subscription model unless the applicable order or SOW states otherwise. Fees will be charged at subscription or renewal according to the selected service plan and billing cycle (for example, monthly or annually). Fees are stated in Hong Kong Dollars (HKD) unless otherwise agreed and exclude applicable taxes, levies, duties, and payment-provider charges, which are the Customer's responsibility where lawfully chargeable.

4.2. Payment Method

• You must provide a valid and authorized payment method (e.g., credit card) and authorize us or our third-party payment processor to automatically deduct fees according to your subscription plan.
• Payment details may be collected, tokenized, and stored by a third-party payment processor. Unless expressly disclosed otherwise, the Company does not store full payment-card details. The Customer is responsible for keeping its payment method current and authorized.

4.3. Renewal and Cancellation

• Automatic Renewal: Unless the applicable order or SOW states otherwise, the subscription automatically renews for the same length of term at the then-current price and terms at the end of each subscription period, unless the Customer cancels through the account settings page or designated channel at least twenty-four (24) hours before expiry.
• Cancellation Policy: You may cancel your subscription at any time. Cancellation instructions will officially take effect at the end of the current billing cycle. You may continue to access and use the Service until the cancellation takes effect.
• No Refund Policy: Unless required by applicable law, expressly agreed in writing, or caused by an erroneous or unauthorized charge, fees paid are generally non-refundable and are not prorated for unused subscription periods, early cancellation, service downgrades, or account deactivation.

4.4. Fee Changes

The Company may adjust service fees or introduce new charge items for a subsequent renewal term. The Company will give at least thirty (30) days' notice where practicable through the registered email address or a prominent notice in the Service. The Customer may cancel before the affected renewal; continued use after the new price takes effect constitutes acceptance for the applicable renewal term.

5.1. Intellectual Property Rights of the Service

The Service and all related software, algorithms, technology, designs, brand logos, text, graphics, user interfaces, Service Data, and content (excluding Customer Data) are the exclusive property of KAKI TECH LIMITED or its licensors, including all rights, titles, and intellectual property rights (including but not limited to copyright, patents, trademarks). This Agreement only grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the applicable term and only in accordance with these Terms.

5.2. Ownership of Customer Data

As between the parties, the Customer retains all rights, title, and interest in Customer Data. The Company does not claim ownership of Customer Data, and nothing in these Terms limits any rights that a data subject may have under applicable law.

5.3. Processing License and Restrictions

To enable the Company to operate, secure, maintain, support, and provide the Service, the Customer grants the Company a worldwide, royalty-free, non-exclusive, limited license to host, store, process, transmit, back up, reproduce, and display Customer Data only for the following purposes and in accordance with the Customer's documented instructions:

• Providing, maintaining, protecting, supporting, and improving the existing functions of the Service.
• Preventing, detecting, and resolving service, security, or technical problems.
• Fulfilling legal obligations or acting upon legally binding government requests.
• Enforcing this Agreement, including investigating potential violations.
• Using necessary service providers and subprocessors to perform the above functions, subject to appropriate contractual and security controls.
• The Company will not sell identifiable Customer Data or use it for third-party direct marketing. The Company will not use identifiable Customer Data to develop unrelated products or services unless the Customer separately agrees in writing or applicable law permits it.

5.4. Service Data and De-identified Data

The Company may collect, retain, and use Service Data to operate, secure, troubleshoot, measure, and improve the Service, comply with law, and enforce these Terms. The Company may create and use De-identified Data and aggregated statistics for those purposes, provided it does not attempt to re-identify individuals or disclose information in a form that reasonably identifies them.

5.5. Intellectual Property of Customized Functions

Unless otherwise agreed in writing by both parties, all intellectual property rights in code, configurations, designs, documents, and derivative works created for customized functions remain owned by KAKI TECH LIMITED / HelloClinic. The Customer receives only the limited, non-exclusive, non-transferable, non-sublicensable right of use stated in the applicable quotation, SOW, or these Terms. The Customer's rights in Customer Data are not affected.

6.1. Privacy and Data Protection

The Company attaches great importance to privacy and security. The Privacy Policy governs the public website, sales enquiries, accounts, and other information collected directly by the Company. Customer-specific processing of Customer Data is also governed by these Terms, the applicable order, quotation, SOW, service agreement, SLA, and the Customer's documented instructions. The Customer remains the Data User for Customer Data that it controls, while the Company acts as a Data Processor only to the extent required to provide the Service and perform the agreed instructions.

6.2. Customer Data Processing Safeguards

• Processing instructions: The Company may process Customer Data to provide, secure, maintain, support, troubleshoot, and improve the Service; comply with applicable law; prevent fraud or abuse; and enforce the agreement. The Company will not knowingly process Customer Data for unrelated purposes or sell it.
• Personnel and providers: Access to Customer Data is limited to personnel and service providers who need it for the permitted purposes and are subject to confidentiality and security obligations. The Company may use cloud, hosting, storage, communications, support, payment, analytics, security, and other subprocessors reasonably required for the Service, and will apply appropriate contractual and organizational controls to them.
• Location and transfers: Customer Data may be processed in Hong Kong or other jurisdictions where the Company or its providers operate. The Company will apply appropriate contractual, technical, organizational, purpose, access, retention, and deletion safeguards, subject to the applicable agreement and law.
• Assistance: Taking into account the nature of the processing and information reasonably available to it, the Company will provide reasonable assistance with data-subject access or correction requests, security assessments, and legally required data-protection enquiries. The Customer remains responsible for responding to data subjects, giving notices, obtaining consents, and making regulatory notifications unless applicable law places that duty on the Company.
• Security incidents: The Company will notify the Customer without undue delay after confirming a security incident involving Customer Data where notification is required by applicable law or the incident is reasonably likely to create a material risk to the Customer. The notice may be updated as the investigation develops. The Customer remains responsible for assessing and making any notification to data subjects or regulators that applies to its role.
• Return, deletion, and audits: On termination, the Company will return or delete Customer Data as described in Section 8.4, subject to applicable law, legitimate retention requirements, and routine backup rotation. On reasonable written request, the Company will provide available information about its relevant security and processing practices. Any audit must be reasonable in scope, protect confidential and security-sensitive information, avoid disrupting the Service, and be conducted no more than once per year unless a material incident or regulator requires otherwise.

6.3. Confidentiality Obligations

Both parties agree to keep strictly confidential the non-public information of the other party ("Confidential Information") learned during the performance of this Agreement. Unless required by law or for the purpose of performing this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the other party. This confidentiality obligation shall remain effective after the termination of this Agreement.

7.1. Disclaimer

To the maximum extent permitted by applicable law, the Service is provided on an "AS IS" and "AS AVAILABLE" basis, without any warranties of any kind, whether express or implied. The Company and its suppliers explicitly disclaim all warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, and non-infringement. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or that any defects will be corrected.

7.2. AI Function Disclaimer

The Service may include features or content generated with the assistance of Artificial Intelligence (AI). All such content is for the reference of medical professionals only and can never replace, override, or constitute independent professional medical advice, diagnosis, or treatment. Users have the final and non-delegable responsibility to review, modify, and independently verify the accuracy, completeness, and clinical appropriateness of AI-generated content before making or implementing any clinical decision. The Company is not responsible for any medical decisions, legal consequences, or any impact on patients resulting from the use of or reliance on AI-generated content.

7.3. Clinical Safety Alerts Disclaimer

The Service may provide allergy alerts and drug-interaction alerts as clinical safety support. These alerts are not AI-generated content, medical advice, diagnosis, treatment, or a substitute for professional clinical judgment. An alert may be absent, delayed, incomplete, inaccurate, or generated when no alert is clinically relevant. The Service is not an emergency service and must not be used as the sole basis for urgent care or a clinical decision. To the maximum extent permitted by applicable law, the Company is not responsible for any consequence resulting from an alert, the absence of an alert, or reliance on either. Users have the final and non-delegable responsibility to review, modify, and independently verify the accuracy, completeness, and clinical appropriateness of the relevant information before making or implementing any clinical decision.

7.4. Limitation of Liability

In no event, whether based on contract, tort (including negligence), or other legal theory, shall the Company and its directors, employees, affiliates, or suppliers be liable for any indirect, incidental, special, punitive, or consequential damages (including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption) resulting from your use of or inability to use the Service. To the maximum extent permitted by applicable law, the Company's total cumulative liability to you, regardless of the cause of action, shall not exceed the total amount actually paid by you to the Company for the Service in the six (6) months prior to the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

7.5. Customer Indemnity

To the maximum extent permitted by applicable law, the Customer shall defend, indemnify, and hold harmless the Company, its affiliates, and their directors, officers, employees, and suppliers from third-party claims, losses, liabilities, costs, and reasonable expenses arising from or relating to: (a) Customer Data or the Customer's instructions; (b) the Customer's or an Authorized User's unlawful use of the Service; (c) the Customer's failure to give required notices, obtain required permissions, or respond to data-subject requests; (d) medical, professional, billing, or other decisions made by the Customer; or (e) infringement of a third party's rights by Customer Data. The Company will give reasonably prompt notice of a claim, allow the Customer to control the defence and settlement, and provide reasonable cooperation at the Customer's cost, provided that no settlement may admit fault or impose obligations on the Company without its written consent.

8.1. Service Suspension

The Company may suspend or restrict access to the Service, in whole or in part, if the Customer fails to pay due fees, materially breaches these Terms, creates a security or availability risk, uses the Service unlawfully, or requires the Company to do so by law. The Company will give reasonable notice and an opportunity to cure where practicable, but may act without prior notice where necessary to protect the Service, people, data, or legal rights.

8.2. Termination by Customer

The Customer may terminate its account and the applicable Service subscription by submitting a termination request through the Service or the designated support channel. Unless the applicable order or SOW provides otherwise, termination takes effect at the end of the current billing cycle and fees already paid are not refundable except as required by applicable law or expressly agreed in writing.

8.3. Termination by HelloClinic

If the Customer materially breaches these Terms and fails to cure the breach within a reasonable period stated in written notice, the Company may terminate the affected Service or account. The Company may terminate immediately where continued access would create a material security, legal, fraud, or rights risk, or where applicable law requires it. Fees already paid are not refundable except as required by applicable law or expressly agreed in writing.

8.4. Post-Termination Data Handling

• Data Export: The Customer is responsible for maintaining its own legally compliant records and for using the export functions provided by the Service to export and back up Customer Data before termination or expiry. If the applicable order, SOW, or support arrangement provides an export window, that arrangement applies.
• Deletion: After termination or expiry, the Company may restrict access and delete Customer Data after any applicable export window. Unless a different period is stated in the applicable agreement, the Company may provide up to seven (7) days of limited access at its discretion. Customer Data in routine backups may remain until overwritten in the ordinary backup cycle, and the Company may retain information required by law, for security, dispute resolution, billing, or enforcement. Once deletion is completed, the data may not be recoverable; the Customer should not treat the Service as its only backup.

9.1. Governing Law and Jurisdiction

KAKI TECH LIMITED is a legal entity established and operating in Hong Kong. Unless an applicable signed agreement or mandatory law provides otherwise, these Terms and any non-contractual obligations arising from or relating to them shall be governed by and interpreted in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to conflict-of-law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for any dispute, controversy, or claim arising out of or in connection with these Terms or the Service.

9.2. Changes to Terms

The Company may update these Terms for legal, security, operational, or Service changes. For material changes, the Company will give at least thirty (30) days' notice where practicable through the registered email address or a prominent notice in the Service. Changes will not retroactively alter a signed order or SOW unless the parties agree in writing. If the Customer continues to use the Service after the effective date, the updated Terms apply prospectively; if the Customer does not accept a material change, its remedy is to stop using the affected Service and cancel before the next renewal, subject to the applicable agreement.

9.3. Order of Precedence

If there is a conflict about the same subject matter, the following order applies: (1) a signed master agreement, order form, quotation, SOW, data-processing terms, or other written service agreement; (2) an applicable SLA or service-specific terms; (3) these Terms; and (4) the public Privacy Policy for website and direct-collection matters. The more specific document controls only to the extent of the conflict.

9.4. Entire Agreement

These Terms, the applicable order, quotation, SOW, SLA, service agreement, and documents expressly incorporated by them constitute the agreement between the Customer and the Company regarding the Service and supersede previous communications about the same subject matter, except for written representations expressly included in those documents.

9.5. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

9.6. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control (including but not limited to natural disasters, war, terrorism, government acts, epidemics, cyber attacks, power or network failures).

9.7. Language Version

These Terms may be provided in English and Traditional Chinese. The language version expressly identified in the applicable signed order, SOW, or service agreement controls for that engagement. If no language version is specified, the Traditional Chinese version shall prevail and the English version is provided for convenience.

9.8. Contact Information

Notices about these Terms or Customer Data should be sent through the designated account or support channel, or to the following contact address where applicable:

• Email Address: info@helloclinic.io