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Terms of Service

Version 1.0 · Effective 26 August 2026

PART A — MASTER TERMS

1. Introduction

1.1 These Terms of Service (the "Terms") govern the access to and use of the SapienAI Services provided by SapienAI (the operator of sapienevo.ai) ("SapienAI", "we", "our" or "us"), whose contact details are set out in Section 27, by you, whether a natural person or a legal person (the "Licensee", "you" or "your"). SapienAI and you are each a "Party" and together the "Parties".

1.2 These Terms take effect on the earliest of the date on which you (a) click "I agree" (or a similar button or checkbox), (b) place an Order, or (c) first access or use any part of the SapienAI Services (the "Effective Date"). These Terms need not be signed to be binding. For No-Charge Products, you also indicate your acceptance by accessing or using the applicable No-Charge Product.

1.3 If you accept these Terms on behalf of a legal person, you represent and warrant that you have full legal authority to bind that legal person, and your acceptance will be treated as acceptance by that legal person.

1.4 The following are incorporated into and form part of these Terms: the Privacy Policy; the Acceptable Use provisions at Section 5; the Data Processing Terms at Schedule 4; and any Product-specific terms at Schedules 1 to 3 applicable to the Products you have subscribed to.

1.5 Subject to your continuing compliance with these Terms and payment of all applicable fees, SapienAI grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable right, during the Subscription Term, to access and use the Products identified in your Order solely for the Permitted Purpose and in accordance with these Terms and Applicable Laws. No other rights are granted, whether expressly, by implication, by estoppel or otherwise. All rights not expressly granted are reserved to SapienAI.

2. Structure of these Terms and order of precedence

2.1 The SapienAI Services are made available as separate, individually subscribable products (each a "Product"). As at the date of these Terms, the Products are:

  • (a) Echo — a WhatsApp AI assistant that replies to customers, answers FAQs and sends automated reminders. Its use is governed by Schedule 1, in addition to Part A.
  • (b) Lexra — a medical document OCR service that converts medical paperwork into structured data. Its use is governed by Schedule 2, in addition to Part A.
  • (c) Zerva — a personal financial management app for individuals, with policy tracking, spending insights and AI assistance. Its use is governed by Schedule 3, in addition to Part A.

2.2 Part A applies to all Products. A Schedule in Part B applies only if, and only for so long as, you subscribe to the corresponding Product. If you subscribe to more than one Product, each applicable Schedule applies to your use of that Product.

2.3 In the event of conflict or inconsistency, the following order of precedence applies (highest first): (1) any executed written agreement between the Parties expressly stating that it overrides these Terms; (2) the applicable Order; (3) Schedule 4 (Data Processing Terms), in respect of the Processing of Personal Data; (4) the applicable Product Schedule (Schedule 1, 2 or 3); (5) Part A of these Terms; and (6) the other policies incorporated by Section 1.4.

2.4 These Terms may be made available in English and in traditional Chinese. In the event of any inconsistency, the English version prevails.

3. Definitions

In these Terms, unless the context requires otherwise:

  • "Account" means the account created by or for a Licensee to access a Product, including any administrator and user roles designated within it.
  • "Applicable Laws" means all applicable statutes, ordinances, subsidiary legislation, common law, rules, regulations, codes of practice and orders of any Governmental Authority, as amended from time to time.
  • "End User" means a customer, patient or client whose personal data is processed in the Services by or for a Subscribed Business, or who interacts with a Product on behalf of such a business.
  • "Feedback" means comments, questions, ideas, suggestions, error reports or other feedback relating to the SapienAI Services.
  • "No-Charge Product" has the meaning given in Section 11.
  • "Order" means SapienAI's applicable online order page, checkout flow, quotation or other SapienAI-approved ordering document describing the Products you are ordering, the Subscription Term, the Subscription Fee and any other entitlement or scope-of-use parameter.
  • "Permitted Purpose" means the direct or indirect operation, administration and management of the operations of a Subscribed Business, using the normal functionality of the Products subscribed to, and for no other purpose.
  • "Personal Data" has the meaning given in the Personal Data (Privacy) Ordinance (Cap. 486) ("PDPO").
  • "Product" means Echo, Lexra or Zerva, each as described in Section 2.1, as the context requires.
  • "SapienAI Services" or "Services" means the provision of access to the cloud-based software-as-a-service Products, together with any related support services provided by SapienAI. "SapienAI Service" is construed accordingly.
  • "Subscribed Business" means a clinic, pharmacy, agency or other organisation which subscribes to the Services.
  • "Subscription Fee" means the fee payable for a subscription to a Product for a Subscription Term, as set out in the applicable Order.
  • "Subscription Term" means the subscription period for an Account set out in the applicable Order.
  • "Tenant Content" means the data processed in the Services by or for a Subscribed Business, including WhatsApp messages (Echo), uploaded documents (Lexra) and financial records (Zerva).
  • "User Content" means any data, content, code, images, configurations or other materials of any type that you submit to the SapienAI Services. Tenant Content is a subset of User Content.
  • "Website" means sapienevo.ai and any other website operated by SapienAI.

In these Terms: (a) "including" is not a word of limitation; (b) the singular includes the plural and vice versa; and (c) headings are for convenience only.

4. Scope of use and Permitted Purpose

4.1 You may access and use each Product only for the Permitted Purpose and within the scope of use set out in the applicable Order.

4.2 Accurate information. You must provide accurate, current and complete information when registering an Account and must keep that information up to date.

5. Restrictions and acceptable use

5.1 As a condition of the licences granted under these Terms, you must not, and must not attempt to, and must not permit or assist any third party to:

  • (a) access or use the SapienAI Services other than for the Permitted Purpose and through their normal functionality;
  • (b) distribute any part of the SapienAI Services or Website in any medium without SapienAI's prior written authorisation;
  • (c) circumvent, disable or otherwise interfere with any security-related feature of the SapienAI Services or Website;
  • (d) without SapienAI's written permission, sell access to the SapienAI Services or sell advertisements, sponsorships or promotions placed on or within the SapienAI Services;
  • (e) use or launch any automated system (including any robot, spider, scraper or offline reader) that accesses the SapienAI Services, other than through an interface expressly made available by SapienAI for that purpose;
  • (f) collect or harvest Personal Data of other users of the SapienAI Services or the Website;
  • (g) use the SapienAI Services or Website for spamming, advertising or other solicitation of business;
  • (h) share login credentials or passwords, or permit use of an Account by any other person. You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your Account;
  • (i) use the SapienAI Services or Website to harass, threaten, impersonate or intimidate any person, or submit any content that is unlawful, harmful, defamatory, obscene, hateful or otherwise objectionable;
  • (j) submit any content that infringes the copyright, trademark, publicity, privacy or other rights of any third party;
  • (k) submit any malware, adware, spyware, virus or other software of a destructive or malicious nature, or use the SapienAI Services in a manner that imposes an unreasonable or disproportionate load on SapienAI's infrastructure;
  • (l) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms or non-public application programming interfaces of the SapienAI Services, except to the extent expressly permitted by Applicable Laws and then only on prior written notice to SapienAI;
  • (m) publicly disseminate information regarding the performance of the SapienAI Services, or use them for competitive analysis or to build competing products;
  • (n) access the SapienAI Services if your access has been suspended, revoked or terminated; or
  • (o) encourage or assist any third party to do any of the foregoing.

5.2 SapienAI may audit your use of the SapienAI Services, at its own cost and on reasonable prior notice, to determine whether that use complies with these Terms and Applicable Laws. If an audit reveals non-compliance, SapienAI may limit or terminate your use of the SapienAI Services under Section 16.

6. Accounts, roles and user entitlements

6.1 You must register an Account with a valid email address in order to access, subscribe to and use the SapienAI Services. Each user must be a named individual with unique authentication credentials. Access must not be shared or used concurrently by more than one individual.

6.2 You are responsible for all use of the SapienAI Services by any person using credentials assigned to you or your users, even where unauthorised by you. You must promptly deactivate the credentials of any individual who ceases to be authorised, and must notify SapienAI immediately of any loss, misuse, unauthorised use or disclosure, or other compromise of any credential.

7. AI output; no professional advice

7.1 The SapienAI Services are administrative, record-keeping, workflow, automation and information tools that use artificial intelligence. They are not, and are not intended or held out to be, a substitute for the knowledge, skill, training, judgement or professional responsibility of a qualified professional.

7.2 Any output of the SapienAI Services — including an AI reply, a summary, an OCR extraction, a reminder or the absence of any such output — is provided as an aid to, and not as a determinant of, professional decision-making. You acknowledge and agree that:

  • (a) the professional responsible for the relevant decision retains sole and exclusive professional and legal responsibility for that decision and for its verification;
  • (b) AI output may be incomplete, inaccurate or out of date, and must be independently reviewed and verified before reliance, particularly where it concerns health, medical, financial, insurance or legal matters; and
  • (c) nothing in the SapienAI Services constitutes legal, medical, clinical, pharmaceutical, financial or professional advice, and nothing in the SapienAI Services relieves you of any statutory or professional duty.

7.3 You are solely responsible for ensuring that your use of the SapienAI Services complies with all Applicable Laws and with the professional codes, licensing conditions and standards of practice applicable to you, your Subscribed Business and each user.

8. User Content and Tenant Content

8.1 As between the Parties, you retain all right, title and interest in and to User Content and Tenant Content. Nothing in these Terms transfers ownership of User Content or Tenant Content to SapienAI.

8.2 You grant SapienAI and its sub-processors a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, adapt and otherwise Process User Content and Tenant Content solely to the extent necessary to (a) provide, maintain, secure and support the SapienAI Services; (b) comply with Applicable Laws; and (c) exercise SapienAI's rights and perform its obligations under these Terms.

8.3 You are responsible for User Content and Tenant Content, including their accuracy, quality, integrity, legality and reliability, for the lawfulness of their collection and use, and for obtaining and maintaining all consents, notices and authorisations required under Applicable Laws (including the PDPO).

8.4 SapienAI may create and use aggregated, de-identified and anonymised data derived from use of the SapienAI Services for the purposes of operating, securing, benchmarking, evaluating and improving the SapienAI Services, for developing new features and services, and for the training, validation and improvement of machine learning and artificial intelligence models, provided that such data (a) contains no Personal Data and cannot reasonably be used, alone or together with other information reasonably available to SapienAI, to identify any individual, you or a Subscribed Business; and (b) is not disclosed in a form that identifies you or a Subscribed Business.

8.5 You may at any time direct SapienAI not to use data derived from your use of the SapienAI Services for the training, validation or improvement of machine learning or artificial intelligence models, by written request to the email address stated in Section 27. Such a direction takes effect within thirty (30) calendar days after receipt, operates prospectively only, and does not affect SapienAI's use of aggregated, de-identified and anonymised data for the other purposes stated in Section 8.4.

8.6 SapienAI may, on becoming aware, remove or disable User Content that it reasonably believes breaches Section 5 or Applicable Laws, or exposes SapienAI to legal liability, and will notify you where lawful and practicable.

9. Data protection

9.1 In respect of Personal Data contained in Tenant Content, you are the data user and SapienAI acts as a data processor on your behalf and on your instructions. In respect of Personal Data of users collected by SapienAI for its own account administration, billing, security and marketing purposes, SapienAI is the data user and the Privacy Policy applies.

9.2 Schedule 4 governs SapienAI's Processing of Personal Data on your behalf and includes the contractual measures required by Data Protection Principles 2(3) and 4(2) of the PDPO.

9.3 You must comply with the PDPO and all other Applicable Laws relating to Personal Data in your use of the SapienAI Services, including in relation to the collection, accuracy, use, security, retention, transfer and erasure of Personal Data, the provision of personal information collection statements to End Users, and the handling of data access and correction requests.

10. Fees and payment

10.1 Subscription Fees. Access to each Product is offered on a monthly or annual subscription basis, or on such other basis as is set out in the applicable Order. If you are the account holder, you must pay the then-current Subscription Fee for the plan and Products selected, together with any other fees stated in the Order. All amounts are exclusive of any applicable taxes, levies or duties, which you must pay in addition, unless Applicable Laws require otherwise.

10.2 Payment. You must pay all fees in accordance with each Order, by the due dates and in the currency specified. You authorise SapienAI's designated third-party payment processor to charge the applicable fees automatically to the payment instrument you provide. Payment instrument details are not stored by SapienAI but with that processor. Except as expressly provided in Sections 16.1 and 22.2, payments are non-refundable, and no refund or credit is given in respect of unused entitlement.

10.3 Fee changes. Fees are subject to change on not less than thirty (30) calendar days' notice, which may be given through the Website, the user interface or by email. A change takes effect from your next Subscription Term.

10.4 Late payment. SapienAI may suspend access under Section 16.2 where an amount remains unpaid for more than fourteen (14) calendar days after written notice.

10.5 Renewals. Unless an Order provides otherwise, and unless either Party cancels before expiry of the current Subscription Term, your subscription automatically renews for a further Subscription Term equal to the preceding one. Cancellation means you will not be charged for the next billing cycle but will not receive a refund or credit for amounts already charged. All renewals are subject to the relevant Products continuing to be offered and are charged at the then-current rates.

11. Free trials and No-Charge Products

11.1 SapienAI may offer certain Products, features or services at no charge, including free accounts, trial use and beta versions (together, "No-Charge Products"). A "Beta Version" is any Product, feature or service identified as alpha, beta, preview, early access, pilot or similar.

11.2 No-Charge Products are provided "as is", without any warranty, support, service level or indemnity, and may be modified, suspended or discontinued at any time without notice or liability. SapienAI's total aggregate liability in connection with a No-Charge Product is limited to HK$1,000.

11.3 A Beta Version may be incomplete, unstable or inaccurate. You must not use a Beta Version, or rely on any output of a Beta Version, in connection with any clinical, medical, financial, insurance or other professional decision.

12. Third-party services and integrations

12.1 The SapienAI Services may interoperate with third-party services, systems and platforms, including WhatsApp (operated by Meta), payment processors, AI model providers, messaging gateways and cloud infrastructure providers. Those third-party services are not part of the SapienAI Services.

12.2 Your use of a third-party service is governed by your agreement with that third party. You are responsible for obtaining and maintaining any account, credential, consent or entitlement required to use it, and for complying with its terms and policies.

12.3 SapienAI does not control, and gives no warranty in respect of, the availability, accuracy, performance, security, continuity or lawfulness of any third-party service, and is not liable for any act, omission, change, suspension, discontinuation or failure of a third party. A third party may change or withdraw its interface without notice to SapienAI, and SapienAI may suspend or discontinue an integration where a third party changes, withdraws or restricts access, or where continuing would breach Applicable Laws or a third-party term.

13. Confidentiality

13.1 Each Party may receive information of the other that is designated confidential or that ought reasonably to be regarded as confidential ("Confidential Information"). Tenant Content is your Confidential Information. SapienAI's non-public functionality, security information and unpublished pricing are SapienAI's Confidential Information.

13.2 The receiving Party must (a) use Confidential Information only as required to exercise rights and perform obligations under these Terms; (b) protect it using no less than reasonable care; and (c) not disclose it except to its personnel, professional advisers and sub-processors who need to know and are bound by obligations of confidentiality no less protective than this Section. Disclosure required by Applicable Laws or by a Governmental Authority is permitted, subject to prompt prior notice where lawful.

13.3 This Section survives for three (3) years after termination, and indefinitely in respect of Personal Data and Tenant Content.

14. Intellectual property

14.1 The SapienAI Services, the Website, their look and feel, all related and underlying technology (including models, algorithms and data structures), and any modifications or derivative works of the foregoing, and all intellectual property rights in them, are and remain the exclusive property of SapienAI and its licensors.

14.2 You grant SapienAI a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify and exploit Feedback for any purpose, without obligation, attribution or compensation. SapienAI is under no obligation to implement Feedback.

15. Security, availability and continuity

15.1 SapienAI implements technical and organisational measures designed to protect Tenant Content against unauthorised or accidental access, Processing, erasure, loss or use, as further described in the Privacy Policy and Schedule 4.

15.2 The SapienAI Services are provided on an "as is" and "as available" basis. SapienAI does not warrant that access will be uninterrupted, timely, error-free or free from data loss. SapienAI does not commit to any service level, availability target or recovery objective except where expressly set out in an Order or a separate written service level agreement.

15.3 SapienAI may suspend access for scheduled or emergency maintenance, and will give reasonable advance notice of planned maintenance where practicable. SapienAI will notify you without undue delay after becoming aware of a security incident affecting your Tenant Content.

16. Suspension and termination

16.1 You may terminate a subscription by cancelling under Section 10.5. SapienAI may terminate a subscription for convenience on not less than sixty (60) days' written notice, in which case SapienAI will refund the pro rata portion of any prepaid Subscription Fee for the unexpired part of the then-current Subscription Term.

16.2 SapienAI may suspend your access to all or part of the SapienAI Services, with immediate effect, where (a) you are in material breach of these Terms; (b) an amount is overdue and remains unpaid after notice under Section 10.4; (c) SapienAI reasonably believes suspension is necessary to protect the security, integrity or availability of the SapienAI Services or the data of any person; or (d) required by Applicable Laws or a Governmental Authority. SapienAI will give notice and, where the circumstances permit, an opportunity to remedy.

16.3 Either Party may terminate immediately by written notice if the other (a) commits a material breach that is not remedied within thirty (30) days of written notice, or that is incapable of remedy; or (b) becomes insolvent, is unable to pay its debts, enters liquidation, administration or receivership, or has a similar process commenced against it that is not withdrawn within twenty-one (21) days.

17. Effect of termination; export and deletion

17.1 On termination or expiry, all licences granted under these Terms end and you must cease all use of the SapienAI Services.

17.2 For thirty (30) calendar days after termination or expiry (the "Export Window"), SapienAI will make available functionality enabling you to export Tenant Content in a structured, commonly used, machine-readable format (which may include CSV or JSON).

17.3 On expiry of the Export Window, SapienAI will delete or irreversibly de-identify Tenant Content, except to the extent retention is required by Applicable Laws, or is necessary for the establishment, exercise or defence of legal claims, or is contained in routine backups that are overwritten in the ordinary course.

17.4 Sections 3, 7, 8.1, 8.4, 13, 14, 17, 19, 20, 21, 22, 25 and 26, and any other provision that by its nature should survive, survive termination.

18. Warranties and disclaimers

18.1 Each Party warrants that it has the legal power and authority to enter into these Terms.

18.2 You warrant and undertake that, throughout the Subscription Term: (a) your use of the SapienAI Services complies with Applicable Laws; and (b) you have obtained all consents, and given all notices, required for the Processing of Personal Data contemplated by these Terms.

18.3 SapienAI warrants that it will provide the SapienAI Services with reasonable skill and care. Your exclusive remedy for breach of this warranty is for SapienAI to re-perform the affected service or, if SapienAI cannot do so within a reasonable period, to refund the fees paid for the affected service.

18.4 Except as expressly stated in these Terms and to the fullest extent permitted by Applicable Laws, all warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, are excluded, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement or uninterrupted or error-free operation. Without limiting Section 7, SapienAI does not warrant that the SapienAI Services will cause you to be, or assist you in being, compliant with any Applicable Law or professional standard.

19. Indemnity

19.1 You will indemnify, defend and hold harmless SapienAI, its Affiliates, and their respective directors, officers, employees, contractors, agents and successors (the "Indemnified Parties") from and against all claims, demands, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) any User Content or Tenant Content, including any claim that it infringes the rights of a third party or was collected, used or disclosed unlawfully; or (c) any breach by you of Applicable Laws, including the PDPO.

20. Limitation of liability

20.1 To the fullest extent permitted by Applicable Laws, neither Party is liable to the other for any indirect, incidental, consequential, special, punitive or exemplary loss, or for any loss of profit, revenue, business, anticipated savings, goodwill or reputation, loss or corruption of data, service interruption, computer or system damage or failure, or cost of substitute products or services, in each case however arising and whether or not the Party was advised of the possibility of it.

20.2 To the fullest extent permitted by Applicable Laws, the total aggregate liability of SapienAI and the Indemnified Parties arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid or payable by you to SapienAI under the applicable Order in the twelve (12) months immediately preceding the first event giving rise to liability.

20.3 Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay fees due; (d) your indemnity under Section 19; or (e) any other liability that cannot lawfully be excluded or limited.

20.4 Each provision of this Section operates separately. If any is held unenforceable, the remainder continue to apply.

21. Changes to the SapienAI Services

21.1 SapienAI may modify, update, add to or improve the SapienAI Services from time to time. SapienAI will not materially reduce the core functionality of a Product during a Subscription Term for which you have prepaid, save where necessary for security, legal or regulatory reasons or where a third-party dependency changes.

21.2 SapienAI may discontinue a Product or a material feature on not less than ninety (90) days' written notice. If a discontinuation materially and adversely affects your use of a Product during a Subscription Term for which you have prepaid, you may terminate the affected subscription by written notice within thirty (30) days of the notice and SapienAI will refund the pro rata portion of the prepaid Subscription Fee for the unexpired part of that Subscription Term.

22. Changes to these Terms

22.1 SapienAI may amend these Terms. SapienAI will give not less than thirty (30) days' notice of any material amendment, through the Website, the user interface, by email or by other reasonable means, and will publish the version number and effective date. Non-material amendments (including correction of errors, clarifications and changes required by Applicable Laws) may take effect immediately on publication.

22.2 An amendment takes effect on its stated effective date. Continued use of the SapienAI Services after that date constitutes acceptance. If a material amendment is materially adverse to you, you may terminate the affected subscription by written notice given before the effective date, and SapienAI will refund the pro rata portion of any prepaid Subscription Fee for the unexpired part of the then-current Subscription Term.

23. Force majeure

23.1 Neither Party is liable for any failure or delay in performance (other than an obligation to pay money) caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic or pandemic, war, terrorism, civil disturbance, industrial action, act of government or regulator, failure of a utility, telecommunications or internet service, or failure of a third-party hosting or infrastructure provider. The affected Party must notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than sixty (60) consecutive days, either Party may terminate the affected subscription by written notice.

24. Notices

24.1 SapienAI may give notice to you by email to the address registered with your Account, through the user interface, or by publication on the Website. You must keep your registered contact details current.

24.2 You must give notice to SapienAI in writing to the email address stated in Section 27. Notice by email is deemed given on transmission, provided no delivery failure is received.

25. Dispute resolution and governing law

25.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Hong Kong Special Administrative Region.

25.2 In the event of a dispute, controversy or claim, the Parties will first seek to resolve it by good faith negotiation between senior representatives, on written notice from either Party setting out the nature of the dispute. If the Parties do not reach settlement within sixty (60) calendar days of that notice, either Party may commence arbitration. The dispute will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration is the Hong Kong Special Administrative Region, and the tribunal will comprise one (1) arbitrator. This Section survives termination.

25.3 Nothing in this Section prevents either Party from applying to any court of competent jurisdiction for interim or injunctive relief, including to protect Confidential Information, Personal Data or intellectual property rights.

26. General

26.1 You may not assign, novate or otherwise transfer these Terms or any right or obligation under them without SapienAI's prior written consent. SapienAI may assign or novate these Terms to an Affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of its assets or business, on written notice.

26.2 SapienAI may perform its obligations through Affiliates, subcontractors and sub-processors, and remains responsible for their performance. Sub-processing of Personal Data is governed by Schedule 4.

26.3 Save for an Indemnified Party's rights under Sections 19 and 20, these Terms do not confer any right on any person who is not a Party, and the Contracts (Rights of Third Parties) Ordinance (Cap. 623) is excluded.

26.4 The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

26.5 These Terms, together with the Schedules, incorporated policies and applicable Orders, constitute the entire agreement between the Parties in relation to their subject matter and supersede all prior representations, understandings and agreements, save that nothing limits liability for fraudulent misrepresentation.

26.6 No failure or delay in exercising a right is a waiver of it. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.

26.7 The Parties agree that these Terms may be entered into, and notices given, in electronic form, and that the Electronic Transactions Ordinance (Cap. 553) applies accordingly.

26.8 SapienAI may not identify you as a customer or use your name or logo in marketing materials without your prior written consent.

27. Identity of SapienAI and contact details

SapienAI

SapienAI is the operator of sapienevo.ai. SapienAI may update the particulars stated in this Section from time to time to reflect its then-current contact details; an update to this Section alone is not a material amendment for the purposes of Section 22.1.

Email: [email protected] · WhatsApp / Tel: +852 9164 1388

PART B — PRODUCT SCHEDULES

Schedule 1 — Echo Module Terms

These terms apply if and for so long as you subscribe to Echo, in addition to Part A.

1. Description and Permitted Purpose. Echo is a WhatsApp AI assistant that (a) replies to customer messages in Cantonese and English, (b) answers frequently asked questions, and (c) sends automated appointment and follow-up reminders. Echo may be used only for the direct or indirect operation and management of all or part of the operations of a Subscribed Business.

2. Messaging and consents. Where Echo sends appointment confirmations, reminders, follow-ups or other communications to End Users, you are the sender and are responsible for the content and lawfulness of those communications, including compliance with the PDPO and, where applicable, the Unsolicited Electronic Messages Ordinance (Cap. 593). You are responsible for obtaining any consent required for those communications.

3. WhatsApp terms. Echo operates through WhatsApp, a third-party service provided by Meta. Your use of WhatsApp is governed by WhatsApp's own terms and policies. SapienAI does not control WhatsApp and gives no warranty in respect of its availability or performance. Section 12 of Part A applies.

4. AI replies. AI-generated replies are provided as an aid and must be reviewed before being sent where they concern clinically, medically, financially or legally significant matters. Section 7 of Part A applies in full.

5. Delivery. SapienAI does not warrant that any communication will be delivered, delivered on time, or received or read by the intended recipient. You must not rely on Echo as the sole means of communicating clinically significant information.

Schedule 2 — Lexra Module Terms

These terms apply if and for so long as you subscribe to Lexra, in addition to Part A.

1. Description and Permitted Purpose. Lexra is a medical document OCR service that reads lab reports, prescriptions, claim forms and similar documents and converts them into structured data (for example JSON, CSV or Excel). Lexra may be used only for the direct or indirect operation and management of all or part of the operations of a Subscribed Business.

2. Output verification. OCR output is generated automatically and may contain errors, including misreads of handwriting, figures or clinical terms. You are solely responsible for verifying extracted data against the source document before relying on it in any clinical, dispensing, claims, billing or other decision. Section 7 of Part A applies in full. Lexra is not a substitute for the judgement of a qualified professional.

3. Source documents. You are responsible for retaining the source documents you upload to Lexra for any period required by Applicable Laws or your professional obligations. Lexra does not discharge any statutory record-keeping obligation.

4. Health data. Where you process health-related Personal Data using Lexra, Schedule 4 applies, and a correspondingly higher standard of protection applies to that data.

Schedule 3 — Zerva Module Terms

These terms apply if and for so long as you subscribe to Zerva, in addition to Part A.

1. Description and Permitted Purpose. Zerva is a personal financial management service that helps individuals track their policies, investments and spending, and understand their finances with AI assistance. Zerva may be used only for the direct or indirect operation and management of all or part of the operations of a Subscribed Business.

2. Financial insights and AI assistance. AI-generated financial insights and summaries are provided as an aid and may be incomplete or inaccurate. You are responsible for reviewing them before reliance, particularly where they concern policy terms, investment decisions or tax matters. Section 7 of Part A applies in full.

3. Financial records. You are responsible for the accuracy and lawfulness of financial records held in Zerva and for obtaining all consents required under the PDPO for their collection and use.

4. Data ownership. You own your financial data. Sections 8 and 17 of Part A apply, and Tenant Content held in Zerva may be exported at any time and is exported on termination in accordance with Section 17.

Schedule 4 — Data Processing Terms

1. Scope and roles. This Schedule applies to SapienAI's Processing of Personal Data contained in Tenant Content on your behalf. You are the data user; SapienAI is a data processor acting on your instructions. This Schedule implements the contractual measures required of a data user by Data Protection Principles 2(3) and 4(2) of the PDPO.

2. Processing details. Subject matter: provision of the SapienAI Services. Duration: the Subscription Term, plus the Export Window and any period of retention permitted or required under Section 17 of Part A. Nature and purpose: hosting, storage, transmission, backup, retrieval, display, support, security monitoring and, where instructed, migration. Categories of data subjects: End Users, customers, clients, patients, users and administrators. Categories of Personal Data: identity and contact data; health and medical data (where processed using Lexra); client, policy and transaction data; and account and audit data.

3. SapienAI's obligations. SapienAI will: (a) Process Personal Data only as necessary to provide the SapienAI Services, as instructed by you, or as required by Applicable Laws; (b) not use Personal Data for its own purposes, and not sell or disclose it save as permitted by these Terms; (c) implement and maintain technical and organisational measures appropriate to the nature of the data, including access controls, encryption in transit and at rest, logging of user actions, segregation and personnel training; (d) ensure personnel with access are bound by confidentiality obligations and access data only on a need-to-know basis; (e) not retain Personal Data longer than is necessary for the purposes for which it is used, and delete or de-identify it in accordance with Section 17 of Part A; (f) notify you without undue delay on becoming aware of a data breach affecting your Personal Data; (g) provide reasonable assistance, at your cost, with data access and correction requests and regulatory enquiries; and (h) on request, make available information reasonably necessary to demonstrate compliance.

4. Sub-processors and transfers. You authorise SapienAI to engage sub-processors, including cloud infrastructure, messaging, payment, communications and AI model providers. SapienAI will impose on each sub-processor obligations no less protective than this Schedule and remains responsible for their performance. Tenant Content is stored and backed up in Hong Kong and is not accessed by SapienAI from outside Hong Kong, except as set out in an Order. Where any Personal Data is nevertheless transferred outside Hong Kong, SapienAI will ensure that it is subject to protections comparable to those required by the PDPO, and will implement the Privacy Commissioner's recommended model contractual clauses where appropriate.

5. Your obligations. You warrant that (a) you have a lawful basis for the collection and use of all Personal Data submitted to the SapienAI Services; (b) you have given all required personal information collection statements and obtained all required consents, including for transfer to and Processing by SapienAI and its sub-processors; (c) your instructions to SapienAI will not cause SapienAI to breach the PDPO; and (d) you have implemented appropriate access controls and role assignments within your Account.

6. Deletion and return. On termination and in accordance with Section 17 of Part A, SapienAI will delete or irreversibly de-identify Personal Data, save to the extent retention is required by Applicable Laws or is necessary for the establishment, exercise or defence of legal claims, or is contained in routine backups overwritten in the ordinary course.

Version 1.0 · Effective 26 August 2026

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