These “AssuriCare Client Terms and Conditions of Service” (“Terms”) are incorporated by reference into any Enrollment Form or Order Form and EFT Agreement and together constitute the entire agreement (“Agreement”) by and between AssuriCare LLC (“AssuriCare”, “we” or “us”), a Massachusetts Limited Liability Company, and its client (“Client”, “you” or “your”). The Terms establish the terms and conditions under which individuals and entities may use AssuriCare’s systems, technology platform, products, services, software, applications, and websites.
1. GENERAL PROVISIONS
Read these Terms before using the Site or the Services. By executing an Enrollment Form or Order Form and EFT Form or using and/or accessing the Site, you hereby represent, warrant, and understand that you agree to and accept these Terms in their entirety whether or not you register as a user of the Site or Services.In the event AssuriCare modifies these Terms, such modifications shall be binding on you upon your receipt of such amended Terms from AssuriCare in electronic or written form. The effective date listed on such amended Terms received from AssuriCare in electronic or written form shall be the effective date of the modified Terms between you and AssuriCare. However, no such modification shall apply to an arbitrable dispute of which you and AssuriCare had actual notice on or before the effective date of the modified Agreement. If you choose to register on the Site and provide your email address, AssuriCare will use reasonable business efforts to email you about changes we believe are significant concerning the use of the Site or these Terms.
2. SERVICES
A. Provision of Services. Subject to the terms and conditions of this Agreement, AssuriCare shall make the Services selected under “Products and Services Ordered” on an applicable Enrollment Form or Order Form available to Client pursuant to this Agreement during the term of this Agreement. AssuriCare offers various Services for users tailored to the consumer-directed care model for home care and as may change from time to time at AssuriCare’s discretion: we process client ACH and credit card payments; disburse weekly caregiver payments and registry fees; issue year-end tax reporting and filing; facilitate long-term care insurance submission; provide caregiver electronic visit verification; and offer electronic billing solutions. AssuriCare reserves the right to discontinue any or all of the existing services or introduce new services at any time for any reason. AssuriCare has no agency, employment or partnership relationship with the home care companies or registries it contracts with, with Clients or with Caregivers.
B. If “Electronic Claims Processing Only” is selected on the applicable Enrollment Form or Order Form, then AssuriCare will:
1) Enable accounts on the AssuriCare Platform for you, your designated representative(s) and Caregiver(s) to access, to track and manage hours and services provided;
2) Provide a mobile application and / or telephonic timecard system for Caregiver(s) to use when recording hours worked. The form of mobile application and / or telephonic timecard system may change from time to time at AssuriCare’s sole discretion;
3) Review documentation You provide to AssuriCare (such information includes, but is not limited to, caregiver name, SSN/TIN, hours worked, pay rates, overtime, holiday pay, mileage reimbursement, voluntary deductions, and other pertinent data for the preparation and processing of service invoices and payments);
4) Submit such information and documentation to Your Insurance company for review and reimbursement according to the Processing Frequency indicated on the applicable Enrollment Form or Order Form (subject to the limits and requirements of Your insurance policy); and
5) Bill or collect from Your designated payment method to cover all applicable Processing Fees.
C. If “Electronic Payment Processing” is selected on the applicable Enrollment Form or Order Form, then AssuriCare will provide all of the access and services listed under Electronic Claims Processing Only above, and will:
1) Bill or collect from Your designated payment method to cover all payment obligations;
2) Process weekly direct deposit payments to Caregiver(s) and/or a Caregiver Referral Company on Your behalf.
3) Prepare and file a 1099 form on an annual basis for each caregiver paid more than the IRS threshold by You during the preceding calendar year, at no additional cost (only upon written Client request).
3. LIMITATIONS ON THE SERVICES
A. AssuriCare is not a provider of home care. AssuriCare does not, and is not qualified to, offer opinions, diagnoses, assessments or treatments related to home care or Client care needs. AssuriCare does not employ, monitor or supervise Caregivers or review their time records for accuracy. Clients are solely responsible for compliance with any and all applicable laws in connection with their respective relationships with Caregivers. For any employment relationship that may be established or deemed to be established, AssuriCare is not responsible for any compliance with or obligations under laws relating to unemployment, workers compensation, work authorization, payroll, tax, minimum wage, overtime, benefits, insurance and any other applicable laws. AssuriCare will not evaluate compliance with any term or condition relating to Clients’ services or Caregivers’ services to Clients. AssuriCare’s functions are in all respects ministerial and administrative on behalf of and in support of the parties to the contractual relationships AssuriCare creates with Clients related to the Site and Services. AssuriCare does not perform background checks on Caregivers, verify Caregivers’ credentials, refer Caregivers to Clients, provide care-related instructions to Caregivers, provide advice on or opinions about the care provided by Caregivers to Clients, supervise the care provided by Caregivers to Clients, or determine any aspect of the relationships between and among Clients and Caregivers.
B. We cannot and do not at any time provide legal or accounting advice. Clients are solely responsible for ascertaining and maintaining compliance with applicable local, state and federal laws. Any issues concerning the foregoing must be resolved directly between and among the Clients and Caregivers.
C. AssuriCare is not a long-term care or health care service provider. AssuriCare is not an insurance company. AssuriCare does not pay for or provide long-term care or health care services for its clients. Nothing in this Agreement or any communication or document provided by AssuriCare should be interpreted as if AssuriCare is in any way responsible for the payment of any long-term care services, health care services or insurance claims. Invoice submission by AssuriCare does not guarantee approval of the provider under your insurance policy, coverage of provider fees, or approval of your insurance claim. Your insurance company must determine if you and/or any provider, services or dates of service are approvable and covered under your insurance policy. Please contact your insurance company with any questions about your policy, coverage or approval of a particular provider, services or dates of service.
D. Reliance on Client cooperation and engagement. You may review and request corrections to hours worked by Caregiver(s) each week. If any discrepancies, missing check-ins/check-outs or other issues exist, We will need Your cooperation to work through the issues so that correct payments may be processed and correct forms may be submitted to Your insurance company in a timely manner to avoid or reduce delays in reimbursement. Any changes requested following the stated processing deadline each week may be reflected in the following week’s payment process. Any changes to the timecard entries not received through the mobile app or through the automated timecard system will be marked as manual or altered entries. Any delay in review and approval of hours may result in delay of invoice submission to your Insurance company.
E. Our services do not include, and We disclaim responsibility for, discovering misrepresentations, errors, fraud, illegal acts, or theft. We do not have or utilize any procedures designed or intended to discover such acts, and You agree We have no responsibility to discover or notify You of such acts.
4. CLIENT RESPONSIBILITIES
AssuriCare will rely on information provided by You now and regularly throughout our relationship with You to perform its obligations under this Agreement. The information You provide may be used by Us without verification. By signing the Agreement, You acknowledge and agree that AssuriCare is entitled to rely upon such information provided by You in connection with the provision of services.
Any necessary forms may be provided by AssuriCare to You from time to time. Please do not alter any documents provided to you by AssuriCare unless instructed to do so by an AssuriCare team member. If there are any errors or changes needed, please call AssuriCare and We will send You corrected forms. Any Form signed by anyone other than the Client under a Power of Attorney (POA) arrangement must be accompanied by a copy of the signor’s Power of Attorney authorization.
It is Your responsibility to notify Us of the following negotiated Caregiver payment policies:
1) Caregiver(s) standard base pay rate per hour or other unit, as negotiated between You and the Caregiver(s);
2) Any changes in Caregiver(s)’s standard base pay rate;
3) Whether You have negotiated to pay Caregiver(s) overtime pay at a rate of 1.5 times that Caregiver’s regular rate, for all hours worked above 40 hours in a work week, and in accordance with all applicable state and local laws;
4) Whether You will have negotiated to pay Caregiver(s) a premium rate of 1.5 times that Caregiver’s regular rate for hours worked on any holidays designated in advance by the Caregiver and/or the Caregiver Referral Company;
5) Whether You have negotiated to reimburse Caregiver(s) at the then-current IRS standard mileage rate for miles entered through the AssuriCare timecard system or noted on log sheets; and
6) If You worked with a Caregiver Referral Company that refers caregivers, it is Your responsibility to provide Us with any registry or referral fee amounts to be paid as part of the weekly payment process, if such amounts vary from that Caregiver Referral Company’s standard rates.
B. If you selected “Checking/Savings” or “Credit Card” options on the applicable EFT Form:
1) You are responsible to designate a bank account or credit card to be used for payment and service fee withdrawals, and to provide that account information to AssuriCare. By signing this Agreement and the included Electronic Funds Transfer form, You are authorizing AssuriCare to make periodic withdrawals from that designated bank account or credit card to cover the Caregiver payment(s), Caregiver Referral Company payment (if applicable), service fees and any other approved expenses. You will be responsible for making sure that adequate funds are available in the designated bank account or credit card to cover the full payment processing requirements, including the weekly Caregiver payment(s), any Caregiver Referral Company service fees and any AssuriCare service fee withdrawals. You may wish to add overdraft protection to your bank account in order to avoid any penalties or fees. This paragraph shall survive termination of this Agreement to the extent any amounts due remain unpaid as of termination.
2) In the event an EFT/ACH transaction or credit card charge fails or is returned due to insufficient funds, or if for any reason funds are unavailable at the time the transaction is processed, AssuriCare has the right to stop or recall any pending or completed direct deposit payments to the Caregiver(s), and/or offset the full transaction amount against any prefunded amounts held by AssuriCare, and to transfer funds from Your designated bank account to cover any overdraft fees, bank charges, penalties, wire transfer, or credit card transaction fees charged to You or to AssuriCare. AssuriCare may charge a $50 fee for any EFT/ACH transactions returned due to insufficient funds. This paragraph shall survive termination of this Agreement to the extent any amounts due remain unpaid as of termination.
C. If you selected “Pay by Check” option on the applicable EFT Form (only available if “Electronic Payment Processing” is selected on the applicable Enrollment Form or Order Form):
1) You are responsible to provide a two-week deposit (two times the expected total weekly payment amount, including caregiver payments and payments to a Caregiver Referral Company) to AssuriCare, prior to the processing of the first week’s payment. This deposit will be held by AssuriCare as security against any late or missed invoice payments. If the amount or cost of care increases after the receipt of the initial deposit, AssuriCare may, in its sole discretion, require an additional deposit to cover the increased cost of care.
2) You are responsible to pay all invoices from AssuriCare within one week of receipt of any invoice. If your payment of an invoice is delayed, AssuriCare (at its sole discretion) may delay further payment processing until payment for all outstanding invoices has been received from You. AssuriCare has the right to stop or recall any pending or completed direct deposit payments to caregivers, and/or offset the full transaction amount against any prefunded deposit held by AssuriCare. Any balance remaining will be refunded to You upon termination of services, less any amounts withheld to cover unpaid or outstanding invoices.
3) Should more than one payment become overdue at any point in time, AssuriCare may (at its sole discretion) pursue one or more of the following remedies: (i) AssuriCare may impose finance charges of up to 1.5% per month; such finance charges will be added to any past-due balances owed to AssuriCare; (ii) AssuriCare may require You to provide a credit card or bank account information such that funds can be immediately pulled via ACH to satisfy outstanding balances; and/or (iii) AssuriCare may cancel this Agreement, offset any due or past due amounts against the retained deposit, and require all future processing periods to be processed in advance via credit card or bank account ACH.
4) If any invoices remain unpaid more than thirty (30) days past the invoice due date, you will be responsible to pay to AssuriCare any and all reasonable attorney fees, court costs and/or collection agency charges associated with the collection of such debt.
5. EMAIL AND WEBSITE ACCESS AUTHORIZATION
You authorize AssuriCare to send emails to the Authorized Email(s) listed on an applicable Enrollment Form or Order Form on a periodic basis, pertaining to timecards awaiting approval, missing or incomplete information, or other information needed by AssuriCare in the performance of its services. Emails received by and responded to from these Authorized Emails shall be considered to have been read by You and/or come from You. You take responsibility for any approval of services or changes to timecard system entries originating from an email sent to the Authorized Email addresses. You authorize the person(s) listed on an applicable Enrollment Form or Order Form to establish an account for You to access information via the AssuriCare website. You understand that, by accessing the AssuriCare website, AssuriCare and its employees and affiliated companies may disclose information, including demographic information, care and care provider information, hours worked and services provided by Caregiver(s), information pertinent to processing of payments and other information related to the services provided to You, to the email addresses and persons listed above. You hereby authorize these disclosures.
6. PROCESSING FEES
A. Timing of Processing Fees. Any Processing Fees due to AssuriCare that are not covered by Your Caregiver Referral Company are deducted from Your designated bank account or credit card on or around the same date (i) AssuriCare processes payment to Caregiver(s) and Your designated Caregiver Referral Company, if applicable (If “Electronic Payment Processing” is selected on the applicable Enrollment Form or Order Form), or (ii) AssuriCare submits your claim information to your long-term care insurance company (if “Electronic Claims Processing Only” is selected on the applicable Order Form).
B. Responsibility for Processing Fees. You remain solely responsible for the payment of any Processing Fees due to AssuriCare, regardless of whether You seek reimbursement from an insurance company or receive full or partial reimbursement.
C. Calculation of Processing Fees. If “Electronic Claims Processing Only” is selected on the applicable Enrollment Form or Order Form, Processing Fees are calculated as a percentage of all amounts submitted to the Insurance Company for reimbursement. If “Electronic Payment Processing” is selected on the applicable Enrollment Form or Order Form, Processing Fees are calculated as a percentage of all amounts billed to you or charged to Your bank account or credit card, including any Registry Fees, Caregiver payments and any other charges or fees.
D. Processing Fee rate adjustments. AssuriCare may change Processing Fee rates during the service period. If AssuriCare changes Processing Fee rates, We will provide You with 30 days’ notice. However, AssuriCare will use reasonable efforts to prevent Processing Fee rates from changing more than once per calendar year. Should You or the Caregiver(s) require repeated assistance to correct or resolve timecard entry mistakes or omissions, additional fees may apply. AssuriCare will determine at its discretion whether such additional fees are warranted.
7. ADDITIONAL SERVICES OUTSIDE THE SCOPE OF THIS AGREEMENT
In the future, You may request that We perform additional services not covered by the Agreement. In this event, We will discuss the scope and estimated cost of these additional services with You and prepare a separate engagement letter to reflect our mutual understanding and responsibilities.
8. INDEMNIFICATION
You agree to indemnify, defend and hold harmless AssuriCare and its officers, directors, members, employees, successors, and assigns from any and all claims asserted against AssuriCare that pertain in any way to the services Caregiver(s) or Caregiver Referral Company provides. You further agree to indemnify, defend and hold harmless AssuriCare and its officers, directors, members, employees, successors, and assigns from and against any and all claims, obligations, liabilities, penalties, interest, damages, proceedings, payroll taxes, costs and expenses (including reasonable attorneys' fees) in connection with Your receipt of services from Caregiver(s) and/or designed Caregiver Referral Company. You hereby waive any and all rights of subrogation. This paragraph shall survive termination of this Agreement.
9. ENTIRE AGREEMENT
This Agreement supersedes all prior and contemporaneous agreements and understandings, representations, warranties, guarantees, or conditions, express or implied, oral or written, with respect to the subject matter herein. The Parties state and acknowledge that, by entering into this Agreement, they forego and extinguish any rights existing in any prior contract, either express or implied. No changes shall be valid unless in writing and executed by both Parties, provided, however, that AssuriCare may assign all or any of its rights or obligations without prior written consent. This Agreement shall be binding upon the Parties, their successors and assigns. The Parties acknowledge and agree that, unless explicitly stated herein, this Agreement shall in no event be construed as a third party beneficiary contract, and it is not intended for the benefit of any person or company except the Parties.
10. SEVERABILITY
Should any part of this Agreement, for any reason, be declared to be invalid, such invalidity shall not affect the validity of the remaining provisions, which will remain in full force and effect, as if this Agreement has been executed without the invalid provision(s) having been a part of the Agreement.
11. CHOICE OF LAW AND ENFORCEMENT
This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, notwithstanding any conflicts of laws doctrines to the contrary, and without the aid of any canon, custom, or rule of law requiring construction against the draftsman.
12. TERM AND TERMINATION
This Agreement begins on the Effective Date and will continue until Client or AssuriCare terminates the Agreement. Either party may terminate this Agreement by giving the other Party seven (7) days’ written notice of intent to terminate.
13. SIGNATURE REQUIRED
Should the Client be unable to sign the AssuriCare Service Agreement, the Primary Contact signature is required. Signature of the Primary Contact is also required if Primary Contact’s bank account will be used for any sums due under this Agreement and/or if Primary Contact will issue 1099-MISC form(s) to Caregiver(s):
The person signing the Agreement (“Signer”) agrees to unconditionally guarantee Client’s prompt and faithful performance under this Agreement. In consideration of AssuriCare’s performance and AssuriCare entering into this Agreement, which AssuriCare would not do but for this guarantee, the Signer agrees to guarantee Client’s prompt and faithful performance of all terms and conditions of this Agreement, including but not limited to payment of all sums due by Client. Signer’s obligations shall be co-extensive with Client's obligations under this Agreement and all modifications thereof. This guarantee shall be binding upon Signer’s legal representatives, successors and assigns.
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