Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Total Medical Solutions ("Company," "we," "us," or "our") governing your access to and use of our website located at totalmedicalsolution.com and all healthcare business process outsourcing (BPO) services we provide.

By accessing our website, submitting a service request, executing a service agreement, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease use of our website and services.

2. Description of Services

Total Medical Solutions provides healthcare business process outsourcing services including, but not limited to:

• Virtual Check-In/Out and front desk staffing solutions
• Virtual Medical Assistant (VMA) services
• Medicare Risk Adjustment (MRA) and HEDIS services
• Medical billing, coding, and revenue cycle management
• Call center and patient communication services
• Insurance claims processing and denial management
• Finance and accounting services
• Analytics and data reporting services
• IT and administrative support services

The specific scope, deliverables, timelines, and pricing of services will be detailed in a separate Statement of Work or Service Agreement executed between the parties.

3. Eligibility

Our services are intended for healthcare organisations, medical practices, hospitals, health plans, and other entities operating in the healthcare industry. By using our services, you represent and warrant that:

• You are a legally organised entity or licensed individual authorised to operate in the healthcare industry
• You have the authority to enter into binding agreements on behalf of your organisation
• Your use of our services will comply with all applicable federal, state, and local laws and regulations
• You are not on any government sanctions list or debarment list

4. Accounts & Registration

Certain aspects of our services may require you to register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials and not share them with unauthorised parties
• Notify us immediately of any unauthorised access or use of your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we determine, in our sole discretion, pose a risk to our services or other clients.

5. Fees & Payment

Fees for our services are set forth in the applicable Statement of Work or Service Agreement. Unless otherwise specified:

• Invoices are due and payable within 30 days of the invoice date
• Late payments are subject to a 1.5% monthly finance charge on the outstanding balance
• We reserve the right to suspend services for accounts more than 60 days past due
• All fees are quoted in U.S. dollars and are exclusive of applicable taxes
• You are responsible for all taxes associated with your use of our services

We reserve the right to adjust our fees with 30 days' written notice. Your continued use of our services after the fee adjustment date constitutes acceptance of the new fees.

6. Intellectual Property

Our Property: All content on our website, including text, graphics, logos, images, software, and documentation, is owned by or licensed to Total Medical Solutions and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our express written consent.

Your Data: You retain all ownership rights to data, records, and materials you provide to us ("Client Data"). You grant us a limited, non-exclusive licence to use Client Data solely to provide the agreed services.

Work Product: Unless otherwise agreed in a written SOW, deliverables created specifically for you become your property upon full payment of all associated fees.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only as permitted under these Terms or applicable service agreements. Confidential Information shall not include information that:

• Is or becomes publicly known through no breach of these Terms
• Was rightfully known before receipt from the disclosing party
• Is received from a third party without restriction
• Is independently developed without reference to Confidential Information

This obligation survives termination of the service relationship for a period of five (5) years, or indefinitely with respect to trade secrets.

8. HIPAA & Business Associate Agreement

Where Total Medical Solutions acts as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the parties will execute a separate Business Associate Agreement (BAA) that governs the handling of Protected Health Information (PHI).

You acknowledge and agree that:

• A BAA must be in place before we may access, use, or disclose any PHI on your behalf
• You are responsible for ensuring your use of our services complies with HIPAA and applicable state privacy laws
• You must promptly notify us of any changes to your covered entity status

9. Prohibited Use

You agree not to use our website or services to:

• Violate any federal, state, or local laws or regulations
• Transmit any unlawful, harmful, fraudulent, or offensive content
• Infringe upon the intellectual property rights of others
• Attempt to gain unauthorised access to our systems or networks
• Introduce malicious code, viruses, or harmful software
• Engage in any activity that disrupts or interferes with our services
• Use our services for competitive intelligence or to develop competing products
• Misrepresent your identity or affiliation with any organisation

10. Disclaimer of Warranties

OUR WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our services will be uninterrupted, error-free, or completely secure, or that defects will be corrected. Your use of our services is at your sole risk.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOTAL MEDICAL SOLUTIONS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from your use of or inability to use our services

In any case, our aggregate liability to you shall not exceed the total fees paid by you for the services giving rise to the claim in the twelve (12) months preceding the claim.

12. Indemnification

You agree to defend, indemnify, and hold harmless Total Medical Solutions and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of our services in violation of these Terms
• Your violation of any applicable laws or regulations
• Your infringement of any third-party rights
• Any content or data you provide to us

13. Termination

Either party may terminate the service relationship by providing 30 days' written notice, unless a different notice period is specified in your service agreement. We may terminate or suspend access immediately, without notice, if you:

• Breach any material provision of these Terms
• Fail to pay fees when due after reasonable notice
• Engage in conduct we determine is harmful to our business or other clients
• Become the subject of bankruptcy, insolvency, or similar proceedings

Upon termination, you must pay all outstanding fees and return or destroy any Confidential Information in your possession. Sections on Intellectual Property, Confidentiality, Disclaimer, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

Any dispute arising from these Terms or our services shall first be subject to good-faith negotiation. If not resolved within 30 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Florida. The decision of the arbitrator shall be final and binding.

Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

15. Contact Us

If you have questions about these Terms or wish to discuss a specific service agreement, please contact us: