Terms of Service

Welcome to HelloClinic. These Terms of Service (hereinafter referred to as "these Terms") are intended to govern your (hereinafter referred to as "User" or "you") use of all software, services, and platforms (collectively referred to as "the Service") provided by KAKI TECH LIMITED (hereinafter referred to as "the Company," "we," "us," or "our").

Before registering, accessing, or using the Service in any way, please read these Terms carefully. Once you perform any action, including but not limited to clicking "Agree," creating an account, accessing, or using the Service, it shall be deemed that you have fully read, deeply understood, and unconditionally agreed to be legally bound by all contents of these Terms. These Terms, together with our Privacy Policy Statement, constitute a complete and legally binding agreement (hereinafter referred to as "this Agreement") between you and the Company. If you do not agree to any part of this Agreement, please stop using the Service immediately.

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 you and the Company. If you are registering or using the Service on behalf of an organization (such as a clinic, medical group, or other legal entity), you hereby represent and warrant that you have the full legal authority to accept this Agreement on behalf of that organization. In such cases, the terms "User" and "you" shall refer to both you personally and the organization you represent. If you do not have the aforementioned authority, or if the organization does not agree to this Agreement, neither you nor the organization may access or 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.
• User: Refers to any medical institution, clinic, or their formally authorized employees, including but not limited to doctors, nurses, and administrative staff, who register for and use the Service.
• User Content: Refers to all data uploaded, entered, generated, stored, processed, or transmitted in any form by the User or their patients through the Service, including but not limited to patients' Personally Identifiable Information (PII), Protected Health Information (PHI), medical records, images, billing information, appointment records, and any other data controlled by the User.
• Account: Refers to the exclusive authentication credentials created by the User 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. User Obligations and 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.
• Data Controller Responsibility: You explicitly understand and agree that regarding all User Content (especially personal and health data involving patients), you are the "Data User" as defined by law. Therefore, you bear comprehensive legal responsibility for the collection, accuracy, legality, use, and disclosure of the data. The Company acts only as a "Data Processor," strictly following your instructions and the provisions of this Agreement to provide the technical platform for processing such data.
• 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.
  • 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 full backup of all data yourself and ensure that the backup is true, complete, and restorable at any time. The Company is not responsible for any data loss, damage, or unreadability that may occur during the migration process.
• Migration Assistance: The Company may, at its absolute discretion, provide limited technical advice or personnel to assist with migration, but such assistance is for reference only and does not constitute any guarantee or obligation. You must independently verify the completeness and accuracy of the data after migration.
• Data Verification and Remediation: After the migration is complete, you are responsible for immediately checking all data and submitting a written report regarding any anomalies within three (3) days. If no written objection is raised within the time limit, it shall be deemed that you have confirmed the migration results are correct and have waived any right to claim regarding that part of the data.

3. Scope of Service and Support

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 reserves the absolute discretion to accept or refuse any offline support request based on resource availability, the nature of the problem, or other 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 User 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.
• 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 User should cooperate to obtain legal authorization and necessary credentials; related patches and adjustments shall be subject to new quotations.
• 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.
• User 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: Any interruption, change, restriction, or incompatibility of third-party systems or services shall be borne by the third party; the Company is not responsible for losses caused by third parties but will make reasonable efforts to assist in locating 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; violators will be deemed to have voided their warranty and support, and automatically forfeit their rights to warranty and support.
• 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 based on a prepaid subscription model. Related fees will be charged at the time of subscription or renewal according to your chosen service plan and billing cycle (e.g., monthly or annually). All fees are settled in Hong Kong Dollars (HKD) and do not include any applicable taxes (such as Goods and Services Tax), for which you are responsible for payment.

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.
• You authorize us to store your payment information to process automatic renewals and other payable fees. You are responsible for ensuring your payment information is always current and valid.

4.3. Renewal and Cancellation

• Automatic Renewal: To ensure your service is not interrupted, your subscription will automatically renew for the same length of term at the then-current price and terms at the end of each subscription period, unless you explicitly cancel the automatic renewal through your account settings page at least twenty-four (24) hours before the current subscription period expires.
• 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: All fees paid are final and non-refundable. The Company generally does not provide any form of refund, credit, or pro-rata calculation due to unused subscription periods, early cancellation, service downgrades, or account deactivation.

4.4. Fee Changes

The Company reserves the right to adjust service fees or introduce new charge items at any time. Any fee changes will be notified to you at least ten (10) days before they take effect through the email address registered to your account or by posting a prominent notice within the Service platform. Your continued use of the Service after the fee change takes effect indicates your agreement to pay the new fees.

5. Intellectual Property Rights and User Content

5.1. Intellectual Property Rights of the Service

The Service and all related software, algorithms, technology, designs, brand logos, text, graphics, user interfaces, and content (excluding User Content) 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 you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the term of this Agreement only in accordance with these Terms.

5.2. Ownership of User Content

You (or your organization) retain full original ownership of all User Content you upload, create, or generate. We do not claim ownership of any of your User Content.

5.3. License to the Company

To enable the Company to legally operate, maintain, and provide the Service, you hereby grant the Company a worldwide, royalty-free, non-exclusive, limited license to host, store, process, transmit, back up, reproduce, and display your User Content only for the following explicit purposes:

• Providing, maintaining, protecting, 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. The scope of this license is strictly limited to the technical operations necessary to provide and improve the Service and is valid only during your use of the Service.

6. Privacy, Confidentiality, and Security

6.1. Privacy and Data Protection

The Company attaches great importance to your data privacy and security. Our collection, use, storage, and protection of personal data strictly follow our Privacy Policy Statement, which is incorporated by reference as an integral part of this Agreement. You must read and understand that statement, which details our role as a "Data Processor," your legal responsibilities as a "Data User," and the technical and organizational security measures we take to protect your data (e.g., encryption of data in transit and at rest).

6.2. 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) (e.g., medical record summaries, diagnostic suggestions, coding recommendations). 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 all AI-generated content. 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. 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.

8. Service Suspension and Termination

8.1. Service Suspension

If you fail to pay due fees on time or violate any material provision of this Agreement, the Company has the right to immediately suspend part or all of your access to the Service after issuing a notice (or without notice in emergency situations) until you properly correct the violation or pay off the arrears.

8.2. Termination by User

You may terminate your account and this Agreement at any time by submitting an account termination request through the account settings page of the Service. Termination will take effect at the end of the current billing cycle, and you will not receive any refund for fees already paid.

8.3. Termination by HelloClinic

If you violate any terms of this Agreement, the Company has the right to terminate your account after written notice. For serious violations (e.g., illegal activities, infringement of intellectual property rights, threat to system security), the Company has the right to immediately terminate your account without notice, and fees will not be refunded.

8.4. Post-Termination Data Handling

• Data Export Responsibility: You are responsible for independently using the functions provided by the Service to export and back up all your User Content before the service is terminated or the subscription expires.
• Grace Period and Data Deletion: After your account is terminated or the subscription expires, we may at our sole discretion decide whether to provide a limited grace period of seven (7) days. During this period, your account functions will be restricted and may only allow you to renew the service. Once the grace period ends, the Company shall have the right to permanently delete all your User Content from our production servers and backup systems, and such data will be unrecoverable. We assume no responsibility for the deletion of such data.

2. Miscellaneous

9.1. Governing Law and Jurisdiction

This Agreement 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, and its conflict of law principles shall not apply. Both parties hereby agree to irrevocably submit to the exclusive jurisdiction of the Hong Kong courts for any dispute, controversy, or claim arising out of or in connection with this Agreement.

9.2. Changes to Terms

The Company reserves the right to unilaterally modify these Terms at any time. If there are major changes, we will notify you at least thirty (30) days before the changes take effect through the email address registered to your account or by posting a prominent notice within the Service platform. The modified terms will take effect on the date specified in the notice. If you continue to use the Service after the changes take effect, it indicates that you have accepted and agreed to be bound by the modified terms.

9.3. Entire Agreement

This Agreement (including the Privacy Policy Statement and any other documents referenced) constitutes the entire agreement between you and the Company regarding the Service and supersedes all previous oral or written communications, representations, or agreements between the parties.

9.4. 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.

9.5. 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).

9.6. Intellectual Property of Customized Functions

Unless otherwise agreed in writing by both parties, all intellectual property rights in all code, configurations, designs, documents, and derivative works related to customized functions shall exclusively belong to KAKI TECH LIMITED / HelloClinic alone. Users only obtain a non-exclusive, non-transferable, non-sublicensable, and limited-purpose right of use during the valid subscription period in accordance with this Agreement and shall not claim any ownership or transfer, authorize, or set security interests in any way. The User's ownership of its User Content is not affected (see Section 5.2).

9.7. Breach Handling Mechanism for Customized Functions

If either party violates its obligations related to customized functions, the non-breaching party may notify the breaching party in writing and provide a reasonable remediation period of ten (10) working days; if the violation is not remediated beyond the time limit, the non-breaching party may take suspension or termination measures according to Sections 8.1–8.3 of this Agreement.

9.8. Language Version

This Agreement is concluded in Traditional Chinese, and the Traditional Chinese version is the only legally binding formal text. Translations in other languages are for reference only and have no contractual or legal effect; in case of any discrepancy between versions, the Traditional Chinese version shall prevail.

9.9. Contact Information

If you have any questions about these Terms or need any clarification, please contact our Data Protection Officer via:

• Email Address: Cyrus@helloclinic.com