Welcome to HelloClinic. These Terms of Service (the "Terms") govern the use of the HelloClinic SaaS service (the "Service") provided by KAKI TECH LIMITED (the "Company," "we," "us," or "our") to a customer and its authorized users, and purchases of Hardware from the Company as described in Section 10. Merely browsing the public website or submitting a demo or sales enquiry does not create a healthcare-provider relationship, a medical-service relationship, a binding subscription, or a Hardware purchase contract.
A customer accepts these Terms when an authorized representative accepts them during account registration, trial activation, subscription, or another agreed acceptance flow, or when the customer signs an order form, quotation, Statement of Work (SOW), or master agreement incorporating them. If you act for an organization, you represent that you have authority to bind it. If you are only browsing the website or submitting a sales enquiry, the website Privacy Policy and the applicable collection notice govern that interaction; the commercial Service terms become binding only through the applicable acceptance or contract process.
1. General Provisions
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 individual, clinic, medical institution, company, or other legal entity that subscribes to or enters into an agreement for the Service or purchases Hardware from the Company.
- Hardware: Physical equipment and accessories sold by the Company under an applicable order or quotation, including Hello ID Scanner and any Company-branded or third-party equipment expressly included in that order. Ownership of Hardware does not include ownership of software or an ongoing Service subscription.
- 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. Accounts and Responsibilities
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. Scope of Service and Support
3.1. Scope of Service
This section describes the HelloClinic Software as a Service (SaaS) platform, with specific functions depending on your subscribed service plan. Hardware sales and limited warranty support are governed separately by Section 10. Unless expressly included in an applicable order or quotation, the SaaS service scope 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)
3.4.1. Development Cycle and Delivery Milestones (Subject to Quotation/SOW)
- All development cycles, milestones, and delivery time points shall be subject to the contents stated in the formal quotation or Statement of Work (SOW).
- The project Scope is considered frozen after signing the quotation/SOW; any scope changes must follow the change management process (written proposal, impact assessment, updated quotation) and may affect the schedule and fees.
- Common Milestones: Requirement confirmation and prototype -> Technical and interface specification establishment -> Development completion -> Internal Quality Assurance (QA) -> User Acceptance Testing (UAT) -> Deployment and activation.
- Deliverables (Subject to actual SOW): Functional code and configurations, necessary operation manuals and delivery checklists, interface documentation, change logs. Deliverables generally do not include third-party hardware installation, raw data cleaning, or manual entry.
3.4.2. Functional Acceptance Criteria and Testing Process
- Acceptance criteria are based on the requirements, Use Cases, interface specifications (UI/UX), and integration conditions defined in the quotation/SOW.
- Testing Process (at least including): Unit testing, integration testing, regression testing; security and performance testing as required. Testing is conducted in a HelloClinic controlled environment using anonymized or simulated data.
- UAT Acceptance: After the Company notifies that the "UAT environment is ready," the Customer shall complete verification according to the mutually agreed test cases within ten (10) working days and confirm the results in writing. If no written objection is raised beyond the deadline, it shall be deemed as passing acceptance, subject to any express acceptance terms in the applicable quotation or SOW.
- New requirements or changes after passing acceptance shall be considered a new scope and must follow change management and new quotations.
3.4.3. Subsequent Maintenance and Upgrade Policy
- Warranty Period: Thirty (30) days starting from the date the customized function is officially activated in the production environment, covering only the correction of defects not caused by user-initiated changes or violations of operational guidelines.
- Compatibility with Basic SaaS Version: When platform core version upgrades lead to compatibility issues, the Company will provide patches or alternative solutions within a reasonable time; if major refactoring is required, a new quotation shall prevail.
- Maintenance After Warranty Period: Handled according to the support policy within the valid subscription period; modifications and extensions (including new functions) beyond the support scope require separate quotations.
- Third-Party Dependencies: If changes in third-party services (APIs, cloud services, etc.) policies or interfaces cause incompatibility or interruption, the Customer should cooperate to obtain legal authorization and necessary credentials; related patches and adjustments shall be subject to the applicable quotation, SOW, or new quotation.
- Version and Change Management: All changes to configurations, interfaces, and data structures must be recorded and approved, following minimum privilege and auditing requirements.
3.5. Responsibilities and Limitations of Customized Functions
3.5.1. Scope of Responsibilities for Both Parties
- Company Responsibility: Design and deliver functions as defined in the SOW; provide reasonable technical support; maintain system security and compliance; repair defects within a reasonable time.
- Customer Responsibility: Provide accurate and complete business requirements, test data, and necessary third-party access information; designate a contact point and acceptance personnel; use the system lawfully in accordance with the Personal Data (Privacy) Ordinance (Cap. 486), Electronic Health Record Sharing System Ordinance (Cap. 625), and relevant professional codes.
- Third-Party Responsibility: To the extent an interruption, change, restriction, or incompatibility is caused by a third-party system or service outside the Company's reasonable control, the Company is not responsible for the resulting loss, but will make reasonable efforts to assist in locating the issue and suggesting workaround solutions.
3.5.2. Use Restrictions and Prohibited Activities (Customized Functions)
- Must not request or use customized functions to bypass medical information compliance (including PDPO, eHRSS) or patient consent mechanisms.
- Without prior written permission from the Company, customized functions must not be repackaged, resold, rented, or provided to third parties in any way.
- Unauthorized modification of backend code, database structure, security settings, or deployment processes is prohibited. The Company may suspend support or warranty coverage for the affected components to the extent the modification caused or contributed to the issue.
- Must not conduct unapproved testing, load untrusted scripts, or perform operations that may affect availability and security in the production environment.
4. Service Fees and Payment
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. Intellectual Property Rights and Customer Data
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. Privacy, Confidentiality, and Security
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. Disclaimers and Limitation of Liability
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.
The six-month Service-fee cap does not apply to claims arising solely from Hardware; those claims are governed by Section 10.9. Hardware purchase payments are not Service subscription payments. The general Service disclaimers do not override an express Hardware warranty or the rights preserved in Section 10.10.
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. Service Suspension and Termination
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. Miscellaneous
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, the Service, or Hardware.
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 Hardware and supersede previous communications about the same subject matter, except for written representations expressly included in those documents and the product commitments preserved in Section 10.10.
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
10. Hardware Sales and Limited Warranty
10.1. Scope and Acceptance
This section applies to Hardware sold by the Company, including third-party equipment expressly identified in an order or quotation. Product specifications, included accessories and shipping arrangements are those disclosed and agreed when the order is accepted. The Company's commercial warranty for all Hardware is set out in Section 10.5. A manufacturer's warranty, where applicable, supplements rather than replaces any obligations the Company owes as seller.
Before the purchase contract is made, the Customer must have an opportunity to review these Terms. A Hardware purchase contract is formed when the Customer accepts an order or quotation incorporating these Terms and the Company confirms the order in writing, including by email or an agreed messaging channel. An automated acknowledgement, sales enquiry or payment receipt alone is not order acceptance unless expressly stated to be. A person ordering for an organization must have authority to bind it.
10.2. Payment, Cancellation and Returns
Unless the accepted order states otherwise, full payment is required before dispatch. The accepted order or quotation determines the price and any separately disclosed charges; an advertised shipping-inclusive price remains shipping-inclusive on the agreed terms. The Company may withhold dispatch while an agreed payment remains outstanding.
Except where required by law, where the Company cannot fulfil its delivery obligations, or where the Company agrees otherwise in writing, orders cannot be cancelled or returned for a refund because of a change of mind, duplicate purchase, or the Customer choosing an unsuitable product despite accurate disclosure of its requirements. Faults are handled under the applicable limited warranty without restricting any statutory rejection, refund or other remedy. Any refund for an undelivered item that the Company cannot supply will include shipping paid solely for that item.
The Refund Policy distinguishes discretionary refunds from refunds the Company is legally or contractually obliged to make. Mandatory refunds are not subject to discretionary approval or automatic administrative deductions.
10.3. Delivery and Inspection
Delivery dates are estimates unless expressly agreed as binding in writing. The Company will notify the Customer of material delays and seek a reasonable revised arrangement. If the Company cannot supply an item within a reasonable period or an agreed binding deadline, the Customer may cancel that undelivered item and receive a refund of the amount paid for it. This does not affect other remedies required by law.
The Customer must provide accurate delivery details and arrange receipt. Reasonable additional delivery or storage charges caused by incorrect details, refusal or failure to receive an agreed delivery may be charged after disclosure. Risk of accidental loss or damage passes on physical delivery to the Customer or its nominated recipient; ownership passes only after full payment. This does not transfer responsibility for pre-existing defects or damage before delivery.
Please inspect the Hardware promptly and notify the Company of missing items, incorrect goods or visible transit damage preferably within seven (7) calendar days of receipt, with reasonable supporting details. A delayed report may affect the evidence available to investigate, but does not by itself waive rights concerning latent defects or rights that cannot lawfully be waived. Signing for delivery is not conclusive acceptance of the Hardware's quality.
10.4. Compatibility and Support Scope
The Company warrants compatibility only with the specifications and operating environments expressly agreed for the product. Before ordering, the Customer must check the disclosed requirements for its computer, USB connection, operating system, browser, camera permissions, network and any required Service subscription, and ask the Company about requirements that are unclear.
Unless expressly included in the accepted order, the price does not include installation, on-site visits, staff training, custom integration, or configuration and troubleshooting of third-party computers, printers or networks. Problems caused solely by unsupported environments, Customer settings or later third-party changes are not automatically Hardware defects. The Company will reasonably assist with diagnosis; additional work outside the agreed scope requires a separately accepted quotation.
10.5. Product Warranty and Replacement
All Hardware sold by the Company carries a three (3) month commercial warranty from the date of receipt. During that period, Hardware faults not caused by user damage are eligible for one-for-one replacement, with warranty replacement shipping included, subject to the exclusions and claims procedure in this section.
The Customer must report a fault promptly after discovering it and provide a purchase record or other reasonable proof of purchase, a fault description and reasonable diagnostic cooperation. The Company may require return and inspection of the affected unit before confirming eligibility and arranging replacement. Eligibility will be assessed reasonably against the warranty and available evidence.
A replacement will be the same model or, if unavailable, a model with materially equivalent or better agreed core specifications and compatibility. If a suitable replacement cannot be provided within a reasonable time, the Company will offer a refund of the amount paid for the affected Hardware, without restricting any other legally required remedy. Ownership of a replaced defective unit passes to the Company when the replacement or refund is provided.
A replacement carries the remaining period of the original commercial warranty and does not restart that period, unless expressly agreed or required by law. This does not exclude statutory rights relating to the replacement. A lapsed or cancelled Service subscription does not by itself invalidate an unexpired Hardware warranty.
10.6. Warranty Exclusions
The commercial warranty does not cover faults to the extent caused by impact, dropping, liquid ingress, unsuitable power, excessive pulling or bending of the integrated cable, improper cleaning or storage, unauthorized repair or modification, or use contrary to the supplied instructions. The exclusion applies to the resulting damage rather than automatically cancelling all unrelated warranty coverage.
Normal wear and minor cosmetic or manufacturing variations that do not affect agreed function, safety or conformity with the product description are outside the commercial warranty. A failure under normal use is not excluded merely because it affects the housing or integrated cable. Software, OCR, connectivity and Customer-environment issues will be assessed according to their actual cause rather than presumed to be user damage.
10.7. Claims Procedure and Service Costs
Contact the Company through the original ordering channel or supp@helloclinic.io before returning Hardware so that diagnosis and shipment can be coordinated. Use adequate protective packaging. Do not include identity cards or unrelated patient data; back up and, where practicable, remove Customer Data before return. Any data needed for diagnosis must be shared through an agreed secure process and remains subject to applicable privacy and confidentiality obligations.
For an eligible Hardware warranty replacement, the Company arranges and covers the necessary return and replacement shipping. Out-of-warranty work, inspection where no covered fault is found, or additional shipping caused by the Customer may be charged only where the basis and amount have been disclosed and accepted in advance. The Company will not deduct such charges from a mandatory refund where prohibited by law.
Unless expressly agreed in writing, there is no guaranteed same-day exchange, loan unit, on-site service or fixed turnaround time. Claims will be handled within a reasonable time, taking account of diagnosis and stock availability; this does not permit indefinite delay or remove legally required remedies.
10.8. Software, OCR and Customer Responsibilities
Buying Hardware does not include a perpetual software licence, a lifetime Service subscription, or ownership of firmware or other intellectual property. Hello ID Scanner requires an active HelloClinic subscription, charged separately; OCR recognition has no additional charge under the current product offer. The Company will not retrospectively add charges contrary to an accepted order. Any future pricing change is subject to the applicable agreement and notice provisions.
Scanning and OCR assist with extracting printed information; they do not authenticate an identity document or guarantee complete or accurate recognition or patient matching on every attempt. The Customer must verify the document, extracted details and selected patient record before use, and maintain a manual registration process when scanning is unavailable or inaccurate. The Customer remains responsible for lawful collection and use of identity and patient data and any required notices or permissions.
Expiry or cancellation of a subscription does not by itself entitle the Customer to return otherwise conforming Hardware or receive a Hardware refund. This does not restrict remedies where the Company has breached an agreed product or Service commitment, or rights preserved in Section 10.10.
10.9. Hardware Liability Limits
Subject to Section 10.10 and only to the extent permitted by law and satisfying any applicable reasonableness requirement, the Company's aggregate liability for claims arising solely from Hardware, whether in contract, tort (including negligence) or otherwise, is limited to the total price actually paid for the Hardware units giving rise to those claims. Related claims concerning the same units do not create a separate cap for each claim.
Subject to the same qualifications, the Company is not liable for indirect, incidental, special or consequential loss arising solely from Hardware, or for loss of profit, revenue, goodwill or business opportunity, business interruption, data loss, or the cost of substitute equipment. These exclusions do not reduce an express warranty replacement or refund commitment or a remedy that cannot lawfully be excluded.
The Hardware cap does not apply to a claim concerning the Service or OCR merely because Hardware was used with it. Claims are assessed according to their actual cause, and the Customer cannot recover twice for the same loss.
10.10. Mandatory Rights, Document Priority and Changes
Nothing in these Terms excludes or limits liability for death or personal injury caused by the Company's negligence, fraud or fraudulent misrepresentation, the Company's statutory obligations as to title, or any other liability or right that cannot lawfully be excluded or limited. Where the Customer deals as a consumer, non-excludable rights relating to description, quality, fitness for purpose and sample remain unaffected. Any other exclusion or restriction operates only where legally enforceable and subject to any applicable reasonableness test.
Subject to the signed-agreement priority in Section 9.3 and mandatory law, this Hardware section prevails over conflicting general SaaS disclaimers or no-refund wording in these Terms or the Refund Policy. Product-specific specifications, warranty and shipping commitments disclosed and agreed at purchase remain binding and are not reduced by general wording.
Changes to Hardware terms apply to future purchases accepted on the revised terms. A website update or continued use of the Service does not retrospectively reduce an existing order's agreed warranty, included shipping or other product commitments without the Customer's agreement.