Terms of Service

Welcome to HelloClinic. These Terms of Service (hereinafter "These Terms") govern your (hereinafter "User" or "You") use of all software, services, and platforms (collectively "The Service") provided by KAKI TECH LIMITED (hereinafter "The Company," "We," or "Us").

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 is 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 legally binding complete agreement (hereinafter "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 for medical clinic institutions, developed, operated, and holding full intellectual property rights by KAKI TECH LIMITED. The Service aims to provide users with core functions such as patient management, electronic medical records, appointment scheduling, billing processing, and data analysis through a secure and reliable cloud SaaS (Software as a Service) platform, thereby enhancing consultation efficiency, simplifying administrative management, and optimizing the patient experience.

1.2. Acceptance of Terms and Authorization

This Agreement constitutes a legal contract between you and The Company. If you are representing an organization (such as a clinic, medical group, or other legal entity) to register or use The Service, you hereby represent and warrant that you have the full legal authority to accept This Agreement on behalf of that organization. In such a case, the terms "User" and "You" will refer to both you as an individual and the organization you represent. If you do not have the aforementioned authority, or if the organization does not agree to This Agreement, then neither you nor the organization may access or use The Service.

1.3. Definitions

• The Service: Refers to all software, platforms, websites, applications, APIs, features, data, and related technical support and maintenance services provided under the HelloClinic brand.
• User: Refers to any medical institution, clinic, or its officially authorized employees who register and use The Service, including but not limited to doctors, nurses, administrative staff, etc.
• User Content: Refers to all data that the User or their patients upload, input, generate, store, process, or transmit in any form 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 dedicated authentication credentials established by the User to access and use The Service.

2. Account and Responsibilities

2.1. Account Registration and Security

• Registration Information: You agree to provide true, accurate, current, and complete information when registering for an account. You are also responsible for immediately logging into your account to update your information whenever any changes occur to maintain its accuracy. Providing untrue information may result in the suspension or termination of your account.
• Security Responsibility: You are fully responsible for the confidentiality of your account login credentials (including username and password). You agree not to share your password with any third party. Any operations conducted through your account will be deemed as executed by you 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. Before we receive notification and take action, The Company is not responsible for any losses caused by unauthorized account activity.

2.2. User Obligations and Responsibilities

• Lawful Use: You pledge to use The Service only for lawful and medically ethical business purposes and to strictly comply with all applicable laws and regulations, including but not limited to Hong Kong's "Personal Data (Privacy) Ordinance" (Cap. 486), the "Electronic Health Record Sharing System Ordinance" (Cap. 625), and related medical professional codes of conduct.
• Data Controller Responsibility: You expressly understand and agree that, concerning all User Content (especially personal and health data involving patients), you are the "Data User" as defined by law. Therefore, you bear full 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 Conduct: You shall not use The Service to conduct any of the following activities:
  • Uploading, publishing, or disseminating any illegal, infringing, defamatory, harassing, threatening, discriminatory, or objectionable content.
  • Infringing upon the intellectual property rights, privacy rights, or other legal rights of others.
  • Uploading any files containing viruses, Trojan horses, worms, or other malicious software code.
  • Attempting to circumvent or sabotage any security features or access restrictions of The Service.
  • Reverse engineering, de compiling, disassembling any part of The Service, or attempting to obtain its source code.
  • 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 Risk: 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 carry inherent risks, including data loss, formatting errors, duplication, or incompatibility.
• Backup Responsibility: Before performing any data migration, you must independently complete a full backup of all data and ensure that the backup is true, complete, and can be restored at any time. The Company is not responsible for any data loss, corruption, or unreadability that may occur during the migration process.
• Migration Assistance: The Company may, at its absolute discretion, provide limited technical advice or tools to assist with the migration, but such assistance is for reference only and does not constitute any guarantee or obligation. You must independently verify the integrity and accuracy of the data after migration.
• Data Verification and Remedy: After the migration is complete, you are responsible for immediately verifying all data and reporting any anomalies in writing within three (3) days. If no written objection is raised within the time limit, it is deemed that you have confirmed the migration results are correct and have waived any right to claim regarding that portion of the data.

3. Scope of Services 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 the service plan you subscribe to. 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 medical record digitization.
• Integration support for software or services not provided by The Company.
• Legal, medical, or financial advice.

3.2. Remote Support Service

The Company provides limited remote technical support for users within a valid subscription period. The specific details are as follows:

• Support Channels: Support requests should be submitted through officially designated email 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: The scope of support includes assisting in resolving technical failures of The Service, questions on feature operation, and reporting potential software errors. Support does not include user training, system customization development, or workflow consultation.
• Remote Connection: To effectively diagnose and resolve issues, the technical support team may request to connect to your computer using designated third-party remote desktop software (e.g., TeamViewer, AnyDesk). You must explicitly authorize such connections and understand that support personnel may see information on your screen during the connection. You are responsible for closing any sensitive or irrelevant applications before the connection.

3.3. On-site Support Service

In special circumstances where remote support cannot resolve the issue, users may apply for paid on-site support.

• Service Fee: The base fee for each on-site support service is HKD $800, which covers up to two (2) hours of on-site labor. Time exceeding this will be charged separately at a standard rate of HKD $400 per hour, with any fraction of an hour rounded up to the next full hour.
• Applicable Area: This service is limited to the Hong Kong Special Administrative Region.
• Booking and Payment: On-site support must be booked in advance, and the service fee must be paid in advance.
• Right of Refusal: The Company reserves the absolute discretion to accept or reject any on-site support request based on resource availability, the nature of the problem, or other business considerations.

3.4. Custom Function Service Terms (Applicable to Customization Needs)

3.4.1. Development Cycle and Delivery Nodes (Subject to Quotation / SOW)

• All development cycles, milestones, and delivery time nodes are all subject to the content specified in the formal quotation or Statement of Work (SOW).
• The project scope (Scope) is considered frozen after the quotation/SOW is signed; any scope changes must follow the change management process (written request, impact assessment, updated quotation) and may affect the schedule and cost.
• Common Milestones (Example): Requirement confirmation and prototype → Technical and interface specifications established → Development completion → Internal Quality Assurance (QA) → User Acceptance Testing (UAT) → Deployment and activation.
• Deliverables (Subject to actual SOW): Functional code and configuration, necessary operation manuals and delivery checklists, interface documents, change records. Deliverables do not include third-party hardware installation, raw data cleansing, or manual input.

3.4.2. Function Acceptance Standards and Testing Process

• Acceptance standards are based on the requirements, Use Cases, UI/UX specifications, and integration conditions defined in the quotation/SOW.
• Testing Process (includes at least): Unit testing, integration testing, regression testing; security and performance testing as required. Tests are conducted in a HelloClinic controlled environment, using anonymized or simulated data.
• UAT Acceptance: When The Company notifies that the "UAT environment is ready," the User shall complete verification according to the mutually agreed test cases and confirm the results in writing (including ticking system) within ten (10) working days. If no written objection is raised by the deadline, it is deemed to have passed acceptance.
• New requirements or changes after acceptance is passed are considered new scope and must go through change management and a new quotation.

3.4.3. Subsequent Maintenance and Upgrade Policy

• Warranty Period: Thirty (30) days starting from the date the custom function is officially activated in the production environment, covering only defect corrections not caused by the User's own changes or violation of operating guidelines.
• Compatibility with Base SaaS Version: When a core platform version upgrade causes compatibility issues, The Company will provide patches or alternative solutions within a reasonable time; if major refactoring is required, it will be subject to a new quotation.
• Post-Warranty Maintenance: Handled according to the support policy within the valid subscription period; modifications and extensions beyond the scope of support (including new features) require a separate quotation.
• Third-Party Dependencies: If third-party services (APIs, cloud services, etc.) change policies or interfaces, causing incompatibility or interruption, the User shall cooperate to obtain legal authorization and necessary credentials; related patches and adjustments will be subject to a new quotation.
• Version and Change Management: All changes to settings, interfaces, and data structures must be recorded and approved, and follow the principles of least privilege and audit requirements.

3.5. Responsibilities and Limitations for Custom Functions

3.5.1. Scope of Responsibility for Both Parties

• The Company's Responsibility: To design and deliver the defined functions according to the SOW; provide reasonable technical support; maintain system security and compliance; patch defects within a reasonable time.
• User's Responsibility: To provide accurate and complete business requirements, test data, and necessary third-party access information; designate a contact person and acceptance personnel; use the system lawfully in accordance with the "Personal Data (Privacy) Ordinance" (Cap. 486), the "Electronic Health Record Sharing System Ordinance" (Cap. 625), and related professional codes of conduct.
• Third-Party Responsibility: Any interruption, change, restriction, or incompatibility of third-party systems or services, and the resulting impact, shall be borne by the third party; The Company is not liable for losses caused by third parties, but will make reasonable efforts to assist in locating the problem and suggesting workarounds.

3.5.2. Usage Restrictions and Prohibited Conduct (Custom Functions)

• Shall not request or use custom functions to bypass medical information compliance (including PDPO, eHRSS) or patient consent mechanisms.
• Shall not repackage, resell, lease, or in any way provide custom functions to third parties without the prior written permission of The Company.
• Shall not modify backend code, database structure, security settings, or deployment processes without permission; violators will be deemed to have voided their warranty and support, and will automatically forfeit warranty and support rights.
• Shall 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 the service plan and billing cycle (e.g., monthly or annually) you choose. All fees are settled in Hong Kong Dollars (HKD) and do not include any applicable taxes (such as Goods and Services Tax), and you are responsible for paying such taxes.

4.2. Payment Method

• You must provide a valid and authorized payment method (such as a credit card) and authorize us or our third-party payment processor to automatically charge 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 duration at the then-current price and terms at the end of each subscription period, unless you explicitly cancel 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. The cancellation instruction will take effect at the end of the current billing cycle. Before the cancellation takes effect, you may continue to access and use The Service.
• No Refund Policy: All fees paid are final and non-refundable. The Company will not provide any form of refund, credit, or pro-rata calculation for 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 charges at any time. Any fee changes will be notified to you at least ten (10) days before they take effect, via 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 changes take effect signifies your agreement to pay the new fees.

5. Intellectual Property and User Content

5.1. Intellectual Property of The Service

All rights, title, and intellectual property rights (including but not limited to copyrights, patents, trademarks) in and to The Service and all its related software, algorithms, technology, designs, brand logos, text, graphics, user interfaces, and content (excluding User Content) are exclusively owned by KAKI TECH LIMITED or its licensors. This Agreement only grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use The Service solely in accordance with These Terms during the term of This Agreement.

5.2. Ownership of User Content

You (or your organization) retain full original ownership of all User Content that you upload, create, or generate. We do not claim any ownership rights over 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, copy, and display your User Content solely for the following explicit purposes:

• Providing, maintaining, protecting, and improving the existing functions of The Service.
• Preventing, detecting, and resolving service, security, or technical issues.
• Fulfilling legal obligations or acting on legally effective 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 effective only while you use The Service.

6. Privacy, Confidentiality, and Security

6.1. Privacy and Data Protection

The Company places extreme importance on 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 inseparable part of This Agreement. You must read and understand that statement in detail, as it clarifies 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 (such as data encryption in transit and at rest).

6.2. Confidentiality Obligation

Both parties agree to strictly maintain the confidentiality of the other party's non-public information ("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 other party's Confidential Information to any third party without the other party's prior written consent. This confidentiality obligation remains effective after the termination of This Agreement.

7. Disclaimers and Limitation of Liability

7.1. Disclaimer of Warranties

To the maximum extent permitted by applicable law, The Service is provided on an "AS IS" and "AS AVAILABLE" basis, without any form of express or implied warranties. The Company and its suppliers expressly 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 contain 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 reference by medical professionals only and must never replace, override, or constitute independent professional medical advice, diagnosis, or treatment. The User bears 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 theories, shall The Company, 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) arising from your use or inability to use The Service. To the maximum extent permitted by applicable law, The Company's total cumulative liability to you, for any cause of action whatsoever, shall not exceed the total amount you actually paid to The Company for The Service in the six (6) months preceding 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, after issuing notice (or without notice in emergency situations), to immediately suspend your partial or full access to The Service until you properly rectify the violation or pay the outstanding fees.

8.2. Termination by User

You may terminate your account and This Agreement at any time by submitting an account termination request through The Service's account settings page. Termination will take effect at the end of the current billing cycle, and you will not receive a refund for any 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. If you commit a serious violation (such as illegal activities, infringement of intellectual property rights, posing a threat to system security), The Company has the right to immediately terminate your account without notice, and no fees will be refunded.

8.4. Data Handling After Termination

• Data Export Responsibility: You are responsible for using the functions provided by The Service to export and back up all your User Content yourself before the service terminates 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, possibly only allowing you to renew the service. Once the grace period ends, The Company then has the right to permanently delete all your User Content from our production servers and backup systems, and such data will be irrecoverable. We bear no responsibility for the deletion of such data.

9. Miscellaneous

9.1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to This Agreement, both parties hereby agree to irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong.

9.2. Changes to Terms

The Company reserves the right to unilaterally modify These Terms at any time. If there are significant changes, we will notify you at least thirty (30) days before the changes take effect, via 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 signifies 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 prior oral or written communications, representations, or agreements between the parties.

9.4. Severability

If any provision of This Agreement is ruled 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 legal 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 Custom Functions

Unless otherwise agreed in writing by both parties, all intellectual property rights related to custom functions, including code, configurations, designs, documents, and their derivatives, are exclusively and solely owned by KAKI TECH LIMITED / HelloClinic. The User only obtains a non-exclusive, non-transferable, non-sublicensable, and purpose-restricted right to use under This Agreement during the valid subscription period, and shall not claim any ownership or transfer, license, or create security interests in any way. The User's ownership of their User Content is not affected (see Section 5.2).

9.7. Breach Handling Mechanism for Custom Functions

• Cure Period: If either party breaches its obligations related to custom functions, the non-breaching party may notify the breaching party in writing and provide a reasonable cure period of ten (10) working days; if the breach is not cured by the deadline, the non-breaching party may take suspension or termination measures in accordance with Sections 8.1–8.3 of This Agreement.

9.8. Contact Information

If you have any questions about These Terms or require any clarification, please contact our Data Protection Officer via the following method:

• Email Address: Cyrus@helloclinic.com