These Terms of Service ("Terms") govern your access to and use of services provided by Praxia Health LLC ("Praxia," "we," "us," or "our"). By engaging Praxia or using our services, you ("Client" or "you") agree to be bound by these Terms.
1. Agreement to Terms
By signing a service agreement, executing a Business Associate Agreement, or otherwise using Praxia's services, you acknowledge that you have read, understood, and agree to be bound by these Terms together with any executed service agreement. If you are entering into these Terms on behalf of a practice, professional entity, or other organization, you represent that you have the authority to bind that entity to these Terms.
We may update these Terms from time to time. Material changes will be communicated to active Clients in writing at least thirty (30) days before taking effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms.
2. Services Description
Praxia Health provides healthcare back-office operations services to independent medical practices, behavioral health providers, and allied healthcare professionals. Our services include, but are not limited to:
- Patient intake coordination and scheduling support
- Insurance verification and prior authorization assistance
- Claims preparation, submission, and follow-up
- Accounts receivable management and patient billing support
- Credentialing and re-credentialing support
- Practice operations consulting and workflow optimization
Praxia is an administrative services provider. We do not provide medical care, clinical judgment, diagnostic services, or legal, accounting, or tax advice. Clinical decisions and the practice of medicine remain solely the responsibility of licensed Client providers.
3. Client Responsibilities
To enable Praxia to deliver services effectively, you agree to:
- Provide accurate, complete, and current information regarding your practice, providers, patients, payers, and operations
- Maintain all required professional licenses, registrations, certifications, and malpractice coverage
- Execute a Business Associate Agreement (BAA) with Praxia prior to the exchange of any Protected Health Information (PHI)
- Comply with all applicable federal and state laws, including HIPAA, the HITECH Act, and any state-level privacy or licensure requirements
- Designate a point of contact authorized to make operational decisions and respond to Praxia communications within reasonable timeframes
- Provide timely access to systems, portals, and information necessary for Praxia to perform contracted services
- Promptly notify Praxia of any suspected security incident, breach, or compliance issue
4. Payment Terms
Praxia services are billed on a monthly subscription basis. Specific pricing, scope, and billing terms are set forth in your executed service agreement. Unless otherwise specified:
- Initial term: All engagements carry a minimum initial term of six (6) months from the service commencement date.
- Billing cycle: Invoices are issued monthly in advance. Payment is due within fifteen (15) days of the invoice date.
- Auto-renewal: Upon completion of the initial term, the agreement renews automatically on a month-to-month basis unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.
- Cancellation: After the initial six-month term, either party may terminate the agreement with thirty (30) days' written notice to legal@praxiahealth.co. Early termination during the initial term is subject to the early termination provisions in your service agreement.
- Late payment: Past-due balances may incur a late fee of 1.5% per month or the maximum permitted by law, whichever is lower. Praxia reserves the right to suspend services for accounts more than thirty (30) days past due.
- Disputes: Billing disputes must be submitted in writing within fifteen (15) days of the invoice date; undisputed portions remain payable on schedule.
5. Confidentiality & HIPAA
Praxia takes the privacy and security of patient information seriously. A signed Business Associate Agreement (BAA) is required before Praxia handles any Protected Health Information on behalf of a Client. The BAA governs the permitted uses and disclosures of PHI and supplements these Terms.
Both parties agree to:
- Maintain the confidentiality of all PHI, business information, and proprietary materials exchanged under the engagement
- Implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the information handled
- Limit access to PHI and confidential information to personnel with a legitimate need to know
- Notify the other party in accordance with HIPAA breach notification requirements if a security incident or breach is discovered
Confidentiality obligations survive termination of the service agreement.
6. Limitation of Liability
To the maximum extent permitted by applicable law:
- Praxia's total aggregate liability arising out of or relating to these Terms or the services shall not exceed the total fees paid by Client to Praxia during the three (3) months immediately preceding the event giving rise to the claim.
- Neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, or loss of business opportunity, even if advised of the possibility of such damages.
- These limitations do not apply to (a) breaches of confidentiality or HIPAA obligations, (b) indemnification obligations expressly set forth in the service agreement, (c) gross negligence or willful misconduct, or (d) liabilities that cannot be limited by applicable law.
Services are provided on an "as is" and "as available" basis. Praxia disclaims all implied warranties to the fullest extent permitted by law, including warranties of merchantability and fitness for a particular purpose.
7. Termination
Either party may terminate the service agreement:
- For convenience: After the initial six-month term, upon thirty (30) days' written notice.
- For cause: Upon a material breach by the other party that remains uncured for fifteen (15) days following written notice of the breach.
- Immediately: In the event of the other party's insolvency, bankruptcy, loss of required licensure, or material violation of HIPAA or other applicable law.
Upon termination, Praxia will work in good faith with Client to facilitate an orderly transition, including the return or secure destruction of Client data and PHI as required by the BAA. Fees accrued through the effective date of termination remain payable. Provisions intended to survive termination — including confidentiality, indemnification, limitation of liability, and governing law — shall survive.
8. Governing Law
These Terms and any dispute arising out of or relating to them or the services shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Jersey for any action not subject to mandatory arbitration.
The parties agree to first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, disputes may be submitted to confidential mediation before resorting to litigation, except for claims seeking injunctive or equitable relief.
9. Contact
Questions about these Terms, requests for a service agreement or Business Associate Agreement, and all formal notices should be directed to:
Praxia Health LLC
Email: legal@praxiahealth.co