Viera Rev, LLC
SERVICES AGREEMENT TERMS and CONDITIONS
This Service Agreement (the “Agreement”) is made between Viera Rev, LLC (“COMPANY”) and the Provider/s, and or Medical Practice (the “CLIENT”), together the “Parties.”
COMPANY provides various medical documentation, coding, healthcare billing, revenue cycle management services, and related information technology support services to medical and healthcare organizations.
CLIENT is a healthcare organization consisting currently of licensed and credentialed provider(s) with their principal healthcare practice, and/or organization located in the United States.
CLIENT agrees to retain COMPANY, and COMPANY agrees to provide the Services set forth in this Agreement and any Attachments included and incorporated herein by reference to CLIENT.
IN CONSIDERATION of the foregoing and the covenants and agreements herein, the Parties agree as follows:
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SERVICE AGREEMENT
1. This agreement is predicated, and formerly executed, by CLIENT’s completion of COMPANY’s online enrollment, or CLIENT’s delivery of executed agreement to COMPANY, via email or standard mail.
2. Services are subject to the Viera Rev, LLC Service Agreement Terms and Conditions (TAC). Parties collectively acknowledge that this Agreement is subject to periodic updates, and or, pricing changes and may be revised from time to time by COMPANY, at its discretion. It is CLIENT’s sole responsibility to review the TAC periodically for changes. The most current version is accessible at www.vierarev.com/viera-rev-agreement, and shall be binding on CLIENT and supersede all prior versions. CLIENT’s continued use of COMPANY’s services constitutes CLIENT’s unconditional acceptance of the then-current TAC.
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EFFECTIVE DATE and TERM
3. This agreement effective date is established and corresponds with the digitally stamped date associated with CLIENT’s completion of COMPANY’s online Billing Service Registration, or date established on the agreement’s executed signature line, if CLIENT’s delivery of agreement to COMPANY is via email or standard mail, hereinafter referred to as “Date of Execution”.
4. Agreement term length will be one (1) year from Date of Execution ("AGREEMENT PERIOD") and will auto-renew until terminated.
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COMPANY RESPONSIBILITIES
5. COMPANY shall perform required tasks for Medical Billing / Revenue Cycle Management (RCM) Services for the CLIENT. Services may include, but are not limited to; charge review, claim inspection / code review, submitting claims, EOD process, EOB posting, denial management, patient billing statements and intermediate collection letters, secondary / tertiary claim submissions, monthly financial reporting.
6. Upon completion of payer registration and approvals, COMPANY will begin processing all the CLIENT’s medical insurance claims for adjudication by government and commercial companies by either electronic or paper means.
7. COMPANY will process and submit CLIENT’s claims to insurance companies, patients or other appropriate parties for claim payment. COMPANY will submit claims to patients’ primary, secondary, and tertiary insurances. After claim adjudication by a patient’s insurance payer, any remaining balance will be billed to patient.
8. COMPANY will submit claims with information and data that is provided by CLIENT to COMPANY.
9. COMPANY will make all reasonable efforts to assist CLIENT with identifying and including all appropriate charges but is not responsible to ensure all charges have been submitted by CLIENT.
10. COMPANY will review and scrub claims to attempt to prevent claim rejections and denials, so the claim is payable under the then current rules of respective payers. COMPANY will notify, and/or return claim data that COMPANY is not able to process and submit to payers for adjudication or believes that the submitted claim data will likely result in the claim being rejected or denied.
11. CLIENT authorizes, and COMPANY may use claim edits and claim scrubbing to prevent rejections and denials.
12. Submitted claims that are denied will be pursued to resolution by the COMPANY.
13. COMPANY will post the payments received from the insurance payers to the patient’s account, will file any secondary and tertiary claims, and shall bill the patient directly, when necessary, in order to secure full payment for all treatments as submitted by CLIENT.
14. COMPANY will batch payments received to reconcile posted payments with the payment batch so as to prevent payments not being posted. If a payment cannot be posted it will be documented as to the reason it cannot be posted.
15. COMPANY will process patient statements through the designated practice management system.
16. COMPANY provides patients the ability to pay their patient account online by credit card, if CLIENT selects to enroll for this service.
CLIENT RESPONSIBILITIES
17. The CLIENT expressly agrees to "Opt-In" to receive email, faxes, and any other form of electronic communication deemed necessary by COMPANY in order to properly service the CLIENT.
18. During the term of this Service Agreement, CLIENT will not use the services of any other billing and claims processing companies and will allow COMPANY to process all of CLIENT’S medical insurance claims with government and commercial companies.
19. CLIENT acknowledges and agrees that COMPANY‘s performance is dependent in part on the information and data CLIENT has, or will provide to COMPANY under this Agreement is true, accurate, and complete in all material respects. CLIENT acknowledges that any failure to provide timely, accurate, and complete information will directly impair COMPANY’s ability to perform. COMPANY shall not be liable for any loss of reimbursement, penalties, delays, or other adverse consequences resulting from such failure.
20. CLIENT agrees to promptly provide all reasonable access to all pertinent and relevant information, records, and systems necessary for COMPANY to complete and provide all Services contracted herein.
21. Upon request by COMPANY, CLIENT will deliver the information needed to set up CLIENT’s billing account as outlined above. This includes but is not limited to information relating to Provider Profile, listing of current insurance companies used, referring physicians, facilities at which provider is accepted or transfers work, diagnostic codes, procedure codes and fees, signed patient registration forms (to be kept in CLIENT’s office), registration with clearinghouse which will distribute claims to the carriers. On an ongoing basis, the CLIENT is obligated to report any changes in address, providers, practice office locations, and other information which would cause claims to be denied as incomplete, or inaccurate as soon as it is known to CLIENT.
22. Upon commencement of live billing services, CLIENT agrees to transmit or process all information necessary to properly process the CLIENT’s claims, and to submit all such billing and insurance information for claims submission no less than once per week, preferably multiple times per week, and no later than fifteen (15) days past the patient visit date of service.
23. CLIENT will submit any medical documentation needed to COMPANY for claim generation and processing.
24. CLIENT will obtain all necessary authorizations and referrals from patients’ insurance, or other entity, as required to submit claims for adjudication.
25. CLIENT agrees to provide copies of any, and all Explanation of Benefits (EOB) remittances received from insurance payers to the COMPANY, as well as records of any, and all payments received directly from patients within three (3) days of receipt by CLIENT.
26. If CLIENT receives EOBs or other forms of insurance claim adjudication information but does not provide that information to COMPANY within fourteen (14) days of receipt by CLIENT, CLIENT may be subject to additional fees. If CLIENT fails to report all revenue, provides false information, or otherwise engages in practices intended to reduce fees owed to COMPANY, COMPANY reserves the right to:
a) retroactively invoice CLIENT for unreported amounts at the applicable rates;
b) charge a penalty fee of up to twenty-five percent (25%) of the unreported amounts; and
c) recover reasonable costs, including investigative labor, and legal fees, associated with identifying and collecting such amounts. These remedies are in addition to any other rights available to COMPANY under this Agreement or applicable law.
27. CLIENT is responsible for handling all patient inquiries pertaining to patient billing, or related questions.
28. COMPANY will be serving as a conduit of information and claims data between CLIENT and many insurance payers, both government and commercial. CLIENT will be providing all such claims information and data to COMPANY, including but not limited to procedure codes, identifying the exact procedures CLIENT has performed on patients. CLIENT warrants and represents in good faith that all submitted diagnostic codes and modifiers are appropriate for the patient, and that all submitted procedures will have been performed on the patients as specified. COMPANY has no authority to and will not change any submitted diagnostic codes or procedure codes without the express written direction by CLIENT. If any investigation is initiated or if any action is brought by any individual, company, or entity whatsoever regarding any of the claims filed by COMPANY on behalf of CLIENT, both CLIENT and COMPANY agree to cooperate fully in any such investigation or action and shall provide all relevant supporting documentation needed.
29. CLIENT will be guided on how to review and manage patient balance reporting. COMPANY will send three statements and one soft collection letter, before patient balance is adjusted off. CLIENT can determine the next course of action for the adjusted balance. Collection Agency report is available in the practice management software, should CLIENT decide to take action with a third-party collection agency.
30. If there are any problems with CLIENT’S credentialing or contracts with insurance payers that interfere with claims processing, CLIENT will communicate those problems to COMPANY during the onboarding process and discuss how to best resolve those problems. If COMPANY is to resolve credentialing or contracting problems a separate credentialing service agreement needs to be executed between CLIENT and COMPANY.
31. CLIENT agrees to promptly provide all reasonable access to all pertinent and relevant information, records, and systems necessary for COMPANY to complete and provide all Services contracted herein.
32. CLIENT agrees to indemnify and hold COMPANY harmless for any, and all damages or penalties imposed, and any attorney’s fees incurred by COMPANY in defending any such action resulting from CLIENT’s failure to provide truthful and accurate billing claims, and other practice or business information to COMPANY. CLIENT shall indemnify, defend, and hold COMPANY harmless from any damages, claims, penalties, or costs (including attorneys’ fees) arising from CLIENT’s failure to comply with reporting requirements, payer rules, or applicable laws.
33. CLIENT shall defend, indemnify and hold COMPANY (and its service providers) harmless against any losses, suits, expenses, costs or damages (including reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising out of, or in any manner connected with (i) any claim or suit by a patient or representative of a patient, (ii) any claim, legal action or penalties by a government agency or any governing entity; except in those situations where the reason for the claim, suit, legal action or penalty is a result of an error caused by COMPANY in its responsibilities and duties as defined by this Agreement.
34. CLIENT acknowledges that no guarantees, warranties, or implied guarantees, other than specifically defined within this Agreement, have been made by COMPANY to the CLIENT. COMPANY disclaims all implied guarantees or warranties.
COMPANY - SERVICE FEES
35. Account Set-up
Onboarding / New Client Set-up Fees $1,500 Per Provider - (Fee Waived - $0)
36. Monthly Billing / RCM Collection Fees (Discounted Grouped Rates)
Insurance 7% of receivables
Cash 2% of receivables
Personal Injury 6% of receivables
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COMPANY - OPTIONAL SERVICE FEES
37. Optional Service Fees - Only charged if requested by CLIENT
Old A/R (Accounts Receivable) - claims filed prior to go live 15% of receivables
Credentialing Services $250 per carrier/per provider
Re-credentialing Services $200 per carrier/per provider
Data Entry $25 per hour
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SECOND PARTY - SOFTWARE FEES (Pass Through Fees)
CLIENT acknowledges that second-party software and associated variable fees are subject to change based on the pricing set by the software provider. COMPANY may adjust pass-through pricing accordingly and will provide CLIENT with at least thirty (30) days’ notice of such changes. CLIENT’s continued use of the software after such notice constitutes acceptance of the revised pricing.
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38. Software Fees
AdvancedMD - Chiro Rhythm Bundle $399 per month/per provider
AdvancedMD - additional software modules (only if selected) $ - Charged at pre-determined rate
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SECOND PARTY - VARIABLE SOFTWARE FEES (Pass Through Fees)
39. Software Fees - Variable (Only if utilized by CLIENT)
AdvancedMD Paper Claims $0.92 / each
AdvancedMD eStatements $1.09 / each
AdvancedMD eStatements - additional pages $0.59 / each
AdvancedMD eLetters $1.09 / each
AdvancedMD eLetters - additional pages $0.59 / each
AdvancedMD Address Forward $1.09 / each
AdvancedMD Overweight postage $0.59 / each
AdvancedMD Re-Bills $0.24 / each
AdvancedMD Electronic Attachments – Workers Comp $0.30 / each
AdvancedMD Electronic Attachments – Gov / Commercial $1.00 / each
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PAYMENT TERMS
40. CLIENT will be invoiced by Company monthly for the Services and Software provided under this Agreement, and CLIENT shall pay to COMPANY the amounts billed pursuant to the Service and Software Fees established within this agreement.
41. Company shall invoice CLIENT for Medical Billing / RCM Services by charging the Collection % Fee/s detailed in this agreement. The COMPANY’s Collection % Fee/s are applied to any, and all payments paid to CLIENT by patients, insurance companies, or any other entities where collections are made under the established categories detailed within this agreement’s Company Service Fee/s section, line 36.
42. COMPANY shall provide CLIENT with 2nd Party Software, and shall include the associated monthly Software fees, as detailed in this agreement, in the CLIENT’s monthly invoice.
43. COMPANY has waived the $1,500 / per provider, Onboarding / New Client Set-Up Fees, as detailed within the Company-Service Fees section of this Agreement. If at anytime within the Agreement Period the CLIENT fails to satisfy the terms of this Agreement, all initially waived Account Set-up and Onboarding fees will immediately be due to COMPANY.
44. CLIENT will be invoiced on a monthly basis for receipts collected and posted the previous month, as well all other amounts due and owed to COMPANY.
45. COMPANY will accept credit card, debit card, or ACH / bank drafts as forms of payment. CLIENT will provide preferred form of payment to COMPANY. CLIENT is responsible for updating COMPANY of any change in the CLIENT’s bank, or credit card information.
46. CLIENT agrees that COMPANY will auto-debit their credit card, debit card, or bank account each month for software and services rendered by COMPANY.
47. All credit card and debit card transactions will be charged a 3.5% service fee. ACH / Bank draft transactions will not have a service fee.
48. Fees for COMPANY services, and/or software, will commence on the first (1st) day of the 2nd month, following agreement’s Date of Execution
49. COMPANY will issue invoice for any software, and or services rendered, and with delivery Client's payment on file will be auto-debited.
50. After thirty (30) days, any past due amounts owed to COMPANY by CLIENT will be subject to a 5% late charge. If CLIENT's payment is returned by COMPANY's payment processing service, a fee of $50 will be applied for each failed transaction. If CLIENT's account balance with COMPANY becomes more then ninety (90) days past due, COMPANY may stop all work on CLIENT’S account until the balance is paid.
TERMINATION OF SERVICE AGREEMENT / Providers / Products
51. This term of this Agreement is for one (1) year, hereinafter referred to as the “Service Period”, or if a proposal was provided, the term stated on the company proposal will supersede and govern. Either party may terminate this agreement at the end of the Service Period by providing a written notice to the other party. Termination will take place thirty (30) days after notification is received. This Agreement shall automatically renew for additional one (1) year extensions, unless either Party delivers to the other Party written notice of termination at least thirty (30) days prior to the expiration of the applicable term. All correspondence regarding termination of Agreement will be done via certified mail, or email. The receiving Party is required to acknowledge receipt of termination notice in writing within ten (10) business days.
52. If either party submits a notice to term the Agreement, the notice will state the last CLIENT operations date (on or after the thirtieth day) for which COMPANY is to receive billing data and submit bills on behalf of CLIENT. COMPANY, at its sole discrection, may continue to submit, and process billing generated through the last practice operations date, and shall pursue collection on all such submitted billing for a period of up to ninety (90) days from and after that date. COMPANY shall then cease all such collections and payment processing work on behalf of CLIENT. CLIENT will owe COMPANY its software and service fee/s as established in this agreement for all reimbursements or payments received up through the last day of the ninety (90) day period. In the event CLIENT chooses to transfer the software key to another entity, and by doing so impede COMPANY's ability to securely, and without conflict, collect on billing services previously commenced by COMPANY, but not yet fully collected, CLIENT agrees to pay COMPANY a fee equal to 50% of the collective total of the CLIENT's previous three (3) months invoicing for billing services rendered. In turn, COMPANY will cease servicing CLIENT's account effective the last operations date submitted by CLIENT. Both parties will cooperate in assuring a smooth transition to the new billing arrangements selected by CLIENT.
53. In the event this Agreement is terminated, COMPANY will return all information, material and documents belonging to or relating to CLIENT along with activity reports, only after one week following the ninety (90) day continued collection period, and COMPANY outstanding invoices and balances owed by CLIENT have been paid and satisfied.
54. If Client wishes to term a Provider, Software Product, or any Add-On Service provided by Company, Client agrees to notify Company via email 45 days prior to the effective term date. All term dates will take effect on the 1st of the month, following the minimum required 45 day notification period.
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GENERAL PROVISIONS
55. HIPPA COMPLIANCE - The parties understand and acknowledge they are both “covered entities” under the terms of Health Insurance Portability and Accountability Act (HIPAA) and have privacy and security obligations with respect to what the HIPAA defines as protected health information which includes all of the information used in billing transactions. Both parties affirm they have policies in place to assure current and continuing compliance with HIPAA regulations and requirements. The parties will enter into a Business Associate Agreement as required under current HIPAA regulations and agree to institute policies and execute any other agreements which may be necessary under future HIPAA regulations.
56. CONFIDENTIALITY - All patient information and data provided by the CLIENT to COMPANY shall be kept confidential and shall not be disclosed to anyone outside of COMPANY other than to the extent necessary for COMPANY to process and submit claims and provide all necessary Medical Billing / RCM services on behalf of the CLIENT. In addition, the Services and associated contractual terms and pricing are specific to CLIENT and shall be treated as confidential information. CLIENT will not divulge the contents, terms, or pricing of this Agreement to any third party without the written consent of COMPANY.
57. JOINT RESPONSIBILITY IN SERVICES - COMPANY shall use its best efforts to provide the CLIENT the services as set forth in this Agreement, and CLIENT shall use reasonable efforts to perform its responsibilities as set forth herein. CLIENT acknowledges and agrees that COMPANY‘s performance is dependent in part on CLIENT’S timely and effective satisfaction of its responsibilities hereunder, and timely decisions and approvals by CLIENT management.
58. JURISDICTION - This Agreement shall be interpreted under the laws of the State of Tennessee and any disputes between the parties concerning the validity, interpretation, or performance of any of the terms, or provisions of this Agreement, or of any rights or obligations of the parties hereto shall be resolved in Sumner County, TN.
59. LIMITATION OF LIABILITY - CLIENT acknowledges and agrees that COMPANY shall not be liable for any direct, indirect, incidental, consequential, punitive, exemplary, or special damages of any kind, including but not limited to loss of revenue, loss of data, business interruption, or claims by third parties, arising out of or in connection with this Agreement or the services provided, whether caused by COMPANY’s negligence, errors, omissions, or otherwise. COMPANY’s total aggregate liability, if any, shall be strictly limited to the lesser of: (a) the total amount of service fees actually paid by CLIENT to COMPANY in the one (1) month immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100). CLIENT further agrees to indemnify, defend, and hold harmless COMPANY from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from CLIENT’s operations, acts, or omissions, including any third-party claims related to billing, coding, or regulatory compliance, regardless of whether such claims allege fault on the part of COMPANY.
60. AGREEMENT NOT TO SOLICIT OR HIRE - CLIENT and COMPANY agree that during the term of this Agreement and for a period of one year after the expiration thereof, they will not contact employees or agents of the other party, for the purpose of enticing that person/s away from the employ or contractual relationship of the other party.
61. EXCLUSIVITY - COMPANY will be the exclusive Billing / RCM agent for all medical claims submitted by or on behalf of CLIENT following the date of execution of this agreement, and will be the only source of Billing / RCM for CLIENT for receivables that occur during the term of this Agreement, or any extension/s.
62. BREACH OF AGREEMENT - If any Party to this agreement believes the other Party is in breach of the Agreement, they shall give notice to the other Party including detailed documentation of the alleged breach. Said notice of breach must be submitted promptly upon alleged occurrence of the breach. The accused Party to the breach must acknowledge receipt of the notice of breach within five (5) standard business days. The accused party shall have thirty (30) days from the date of notice to cure the alleged breach.
63. ENFORCEMENT FEES - In the event of any breach, or default by CLIENT pertaining to this agreement, CLIENT agrees to pay all costs associated with enforcing the terms of this Agreement. Fees may include, but are not limited to investigative fees, attorney's fees, and any other fees incurred by Company including investigative fees and audit costs for suspected underreporting of CLIENT revenue. Additionally, in the event of a trial the Company shall be entitled to any attorneys’ fees, damages, and costs awarded by the court presiding over any such matter. The venue of any litigation shall be Sumner County, TN.
64. ENTIRETY OF AGREEMENT - This Agreement, together with the then-current Terms and Conditions referenced in Section 2 and any designated Attachments, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. No additional terms are binding unless set out in a written amendment signed by both parties, except that CLIENT’s continued use of the Services shall constitute acceptance of updated Terms and Conditions as described in Section 2.