Terms of Service

2.1 Healthcare Services

DigiMedix provides the following healthcare administrative services:

• Medical billing and claims processing
• Medical coding (ICD-10, CPT, HCPCS)
• Medical transcription services
• Revenue cycle management
• Accounts receivable management
• Denial management and appeals
• Insurance verification and authorization
• Medical records review and summarization
• Compliance and audit support

2.2 Service Limitations

Our services are administrative in nature and do not constitute medical advice, diagnosis, or treatment. We do not provide direct patient care services or make clinical decisions. All clinical decisions remain the sole responsibility of licensed healthcare providers.

3.1 Data Provision and Accuracy

• Accurate Information: Provide complete, accurate, and timely information necessary for service delivery
• Data Quality: Ensure all provided data is legible, complete, and properly formatted
• Updates: Promptly notify DigiMedix of any changes to patient information, insurance details, or billing requirements
• Documentation: Maintain proper medical documentation to support all coding and billing activities

3.2 Compliance Obligations

• Regulatory Compliance: Maintain compliance with all applicable healthcare laws and regulations
• Licensing: Ensure all required professional licenses and certifications are current
• Authorization: Obtain all necessary patient authorizations and consents
• Audit Cooperation: Cooperate with regulatory audits and investigations

3.3 System Access and Security

• Authorized Access: Ensure only authorized personnel access DigiMedix systems
• Credential Security: Maintain confidentiality of login credentials and access codes
• Security Incidents: Immediately report any suspected security breaches or unauthorized access
• System Misuse: Prohibit any unauthorized use or misuse of DigiMedix systems

5.1 General Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGIMEDIX'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO DIGIMEDIX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

5.2 Excluded Damages

DIGIMEDIX SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or loss of goodwill
• Damages resulting from client's failure to provide accurate information
• Third-party claims or regulatory actions against client
• Damages caused by force majeure events or circumstances beyond our control

5.3 Client Indemnification

Client agrees to indemnify, defend, and hold harmless DigiMedix from any claims, damages, losses, or expenses arising from: (a) client's breach of these Terms; (b) client's violation of applicable laws; (c) inaccurate or incomplete information provided by client; (d) client's unauthorized use of services; or (e) third-party claims related to client's healthcare practice or patient care decisions.

6.1 Business Associate Relationship

DigiMedix operates as a Business Associate under HIPAA. A separate Business Associate Agreement (BAA) governs the handling of Protected Health Information (PHI) and takes precedence over these Terms for PHI-related matters.

6.2 Data Security Obligations

• Implement and maintain appropriate administrative, physical, and technical safeguards
• Limit access to PHI to authorized personnel only
• Report any suspected breaches within required timeframes
• Cooperate with breach notification and mitigation efforts
• Return or destroy PHI upon termination of services

6.3 Client Data Responsibilities

Client remains the data controller and is responsible for: obtaining necessary patient consents; ensuring lawful basis for data processing; maintaining patient rights compliance; and providing accurate data subject information upon request.

7.1 Service Standards

• Accuracy Standards: Maintain industry-standard accuracy rates for all services
• Turnaround Times: Meet agreed-upon turnaround times for service delivery
• System Availability: Maintain 99.5% system uptime excluding scheduled maintenance
• Quality Assurance: Implement comprehensive quality control processes

7.2 Performance Monitoring

DigiMedix monitors service performance through automated systems and regular quality audits. Performance reports are available to clients upon request. Any performance issues will be addressed promptly with corrective action plans.

8.1 DigiMedix Property

All software, systems, processes, methodologies, and proprietary information used by DigiMedix remain our exclusive property. Client receives only a limited, non-exclusive license to use our services during the term of the agreement.

8.2 Client Data Ownership

Client retains ownership of all data provided to DigiMedix. We claim no ownership rights in client data but may use aggregated, de-identified data for service improvement and industry benchmarking purposes.

8.3 Confidential Information

Both parties agree to maintain confidentiality of proprietary information and trade secrets. This obligation survives termination of the service relationship.

9.1 Payment Obligations

• Timely Payment: All invoices are due within 30 days of invoice date
• Late Fees: Late payments subject to 1.5% monthly service charge
• Disputed Charges: Disputes must be raised within 30 days of invoice date
• Collection Costs: Client responsible for collection costs and attorney fees

9.2 Service Suspension

DigiMedix reserves the right to suspend services for non-payment after 30 days written notice. Suspension does not relieve client of payment obligations or liability for outstanding amounts.

10.1 Termination for Cause

Either party may terminate immediately for:

• Material breach of these Terms
• Insolvency or bankruptcy proceedings
• Violation of applicable laws or regulations
• Unauthorized use or security breaches

10.2 Termination for Convenience

Either party may terminate without cause with 60 days written notice. Client remains liable for all services provided through the termination date.

10.3 Post-Termination Obligations

• Return or secure destruction of all client data
• Final invoice for services provided
• Transition assistance as reasonably requested
• Continued confidentiality obligations

12.1 Governing Law

These Terms are governed by the laws of the State of New Jersey, without regard to conflict of law principles. Any legal proceedings must be brought in the state or federal courts located in New Jersey.

12.2 Dispute Resolution Process

1. Direct Negotiation: Parties must first attempt good faith negotiations
2. Mediation: If negotiation fails, disputes will be submitted to binding mediation
3. Arbitration: Unresolved disputes will be settled through binding arbitration
4. Litigation: Court proceedings only for injunctive relief or enforcement of arbitration awards

13.1 Entire Agreement

These Terms, together with any executed service agreements and Business Associate Agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

13.2 Amendments

DigiMedix may update these Terms periodically. Material changes will be communicated with 30 days notice. Continued use of services constitutes acceptance of updated Terms.

13.3 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will continue in full force and effect.

13.4 Assignment

Client may not assign these Terms without DigiMedix's written consent. DigiMedix may assign these Terms in connection with a merger, acquisition, or sale of assets.