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© 2016 TELUS
THIS AGREEMENT made between TELUS Health Solutions GP, acting by its managing partner, TELUS Health Solutions Inc. (“TELUS”) and the undersigned Organizational Provider, Associate Provider or Independent Provider (as the case may be and as those terms are defined below and in the registration process) of healthcare services and supplies, (the “Provider”).
A. TELUS is the owner of and will provide a solution (the “Services”) currently comprised of a web portal which is accessible over the Internet (the “Portal”), or an application program interface (“API”), and related systems supporting the capture and transmission of claims for healthcare services (the “Claim(s)”) to certain insurance companies (the “Payer(s)”);
B. The Provider wishes to use the Services or, in the case of an Organizational Provider, wishes to provide its Associate Providers with access to the Services, on the terms and conditions hereinafter set forth; and
C. Certain insurance companies (the “Payers”) engaged in the business of administering and marketing certain extended healthcare benefit plans have entered into an agreement with TELUS with respect to the Services in order to capture electronic Claims from Providers’ point-of-service.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
"Associate Provider” means a provider working for an Organizational Provider.
"Organizational Provider” means a clinic, hospital, optical supplier or healthcare facility that could employ multiple healthcare professionals where such professionals bill for services on behalf of an organization.
"Independent Provider” an individual practitioner or healthcare professional that practices and bills services as an independent professional.
1.0 OBLIGATIONS OF TELUS:
1.1 TELUS shall:
a. provide a Portal or provide an API for Providers equipped with a patient management system;
b. allow the Provider and, in the case of an Organizational Provider, all of its Associate Providers, to transmit the Claims to TELUS;
c. validate captured Claims for compliance to the messaging standard;
d. transmit the Claim to the appropriate Payer;
e. provide a toll-free number to assist the Provider with any problems in connection with the Services;
f. provide the Services free of charge;
g. provide the Provider with its Provider user manual that includes its policies, rules, procedures and instructions (“TELUS Procedures”) in the use of the Services. Such TELUS Procedures may be modified, withdrawn or otherwise amended by TELUS from time to time, on 30 day notice; and
h. If applicable, reimburse the Provider for valid Claims processed through the portal in accordance with the TELUS Procedures and in accordance with the reimbursement option selected. The Provider acknowledges that the Payer makes the final decision on the admissibility of any and all Claims and the amounts payable to Provider for the services provided and that TELUS has no responsibility of any nature or kind in this regard.
2.0 OBLIGATIONS OF THE PROVIDER:
2.1 The Provider shall:
a. register for the Services and request access credentials;
b. honour valid claimant identification (e.g. benefit cards), as provided by Payers, and not discriminate in any manner against any Payers;
c. ensure that all information submitted is accurate and complete. This includes, but is not limited to, identification of the person receiving services or supplies from the Provider, the date the services or supplies were provided, the service codes and nature of the services or supplies provided, and the billed amount for the services or supplies provided and any other information as may be requested by TELUS from time to time;
d. not tamper with or permit others to tamper with, alter or otherwise rearrange or copy the Services;
e. not abuse or fraudulently use the Services, or permit or assist others to do so that: (i) in any manner that interferes with the Services or TELUS facilities or intellectual property rights (see section 6); or (ii) for any purpose or in any manner that is directly or indirectly in violation of applicable laws or in violation of any third party rights including, without limitation, Payer rights or any applicable laws or regulations;
f. comply with all privacy laws and protect the confidentiality and security of information, usernames, and passwords related to the Services and to Claim transactions and claimants and sections 7 and 8 hereof;
g. at all times comply with the TELUS Procedures and any other rules or regulations imposed on by a Payer;
h. remain a member in good standing with any applicable association or other body that regulates or otherwise represents Providers of extended healthcare services or supplies and, in the case of an Organizational Provider, ensure that all of its Associate Providers remain members in good standing with such association or other body;
i. ensure that Associate Providers and designated users of its organization or clinic, granted access to the Services, comply with the obligations of this Agreement;
j. at all times comply with all applicable codes of ethics and other rules and procedures imposed by any association or other body that regulates or otherwise represents Providers of extended healthcare services or supplies and, in the case of an Organizational Provider, ensure that all of its Associate Providers comply with such codes of ethics and other rules and procedures;
k. be solely responsible for adhering to any applicable rules and regulations that may be required and applied by a Payer for the admissibility of a Claim;
l. keep and maintain such books and records as TELUS may reasonably require in connection with Claims processed through the Portal and; submit to an audit required by TELUS or a Payer through TELUS. Such audit may be performed by TELUS, the Payer or any of their contracted auditors or independent auditors, (each an ‘Auditor’). Provider shall provide the Auditor with access to all information, including, but not limited to, books, records and Personal Information that relate to the Claims made to, and payment received from the relevant Payer;
m. if applicable, Claims submitted for adjudication by TELUS shall not exceed the lowest amount that Provider would have charged to a cash paying customer or another private sector third party payer; and
n. if applicable, the Provider acknowledges and agrees that TELUS in providing the payment is acting on behalf of Payers.
TELUS may, in its sole discretion and without prior notice, immediately terminate access to the Services of any Provider (in the case of an Independent Provider) or any Associate Provider (in the case of an Organizational Provider). The Provider acknowledges and agrees that despite access to the Services granted by TELUS, a Payer may, in its sole discretion and without prior notice, refuse electronic Claims from Provider or determine that the Provider's services or supplies are ineligible under the terms of its respective insurance contract.
3.0 BANK ACCOUNT:
The Provider shall maintain a bank account (an “Authorized Account”) with its financial institution. The Provider authorizes TELUS to share banking information with the insurance companies (or Payers), that are customers of the TELUS eClaims solution and that participate in the electronic capture, validation and reimbursement of Claims submitted from the Providers’ point of service. The Provider also acknowledges and agrees that TELUS may at times be acting on behalf of an insurance company for the payment of claims presented through the TELUS claims adjudication services. I acknowledge that the insurance company makes the final decision on the admissibility of any and all Claims and the amounts payable to the Providers for the services provided, and that TELUS has no responsibility of any nature or kind in this regard.
4.1 In the event that a party fails to comply with any obligations under this Agreement (the “Defaulting Party”) and as a result thereof, the other party (the “Non-Defaulting Party”) suffers any loss, liability or damage, the Defaulting Party agrees to indemnify and save harmless the Non-Defaulting Party from such loss, liability or damage, including reasonable attorneys fees.
It is further understood and agreed that should a Claim be submitted by the Provider which is refused or rejected, for any reason by a Payer, TELUS shall have no responsibility or liability in respect thereof and the Provider will indemnify and save harmless TELUS in respect of any Claim the Provider’s customer may make against TELUS arising out of such refusal or rejection of any Claim.
4.2 If applicable, it is further understood and agreed that should a Claim be submitted by the Provider which is refused or rejected, for any reason, by the Payer, TELUS will have no responsibility or liability in respect thereof and the Provider will indemnify and save harmless TELUS in respect of any claim the Provider’s customer may make against TELUS arising out of such refusal or rejection of any Claim.
5.0 TERM AND TERMINATION:
5.1 TELUS may terminate this Agreement on twenty-four (24) hours notice to the Provider if:
a. the Provider breaches any of its obligations under this Agreement;
b. TELUS discovers that any of the information the Provider or, in the case of an Organizational Provider, any of its Associate Providers, submitted during the online registration process is inaccurate; or
c. TELUS has entered into a memorandum of understanding with the association or other body to which the Provider is a member of or, in the case of an Organizational Provider, its Associate Providers are members of, and such memorandum of understanding is terminated.
5.2 This Agreement shall continue in full force and effect from month to month unless terminated by either party upon thirty (30) days written notice to the other party.
5.3 Upon termination of this Agreement for any reason whatsoever, the Provider shall cease using the Services and destroy or return to TELUS any documentation / software provided by TELUS, including without limitation the API, where applicable.
6.0 LIMITATION OF LIABILITY:
6.1 Except for breach of confidentiality obligations contained in section 8.1(a) and (b) herein, the Provider agrees that TELUS and TELUS’ suppliers total cumulative liability in respect of all claims under this Agreement, for any cause whatsoever and regardless of the form of action, shall not exceed the amount of five hundred dollars ($500.00); and upon expiration or termination of this Agreement, the Provider shall not bring an action, regardless of form, arising out of this Agreement more than one (1) year after the cause of action has arisen or the date of discovery of such cause, whichever is later.
6.2 In no event shall TELUS be liable for any special, indirect or consequential damages or any damages in connection with lost profits, lost data, lost revenues, failure to realize expected savings, or other commercial or economic losses of any kind.
7.0 TELUS PROPRIETARY RIGHTS:
7.1 All Intellectual Property Rights, as defined below, developed, collected, created by or for TELUS and all manuals, documents, software, the API, the TELUS Procedures or other material of whatever nature provided to the Provider by TELUS and all copies thereof made by the Provider as permitted herein shall remain the sole property of TELUS and shall be destroyed or returned to TELUS upon the termination of this Agreement. The Provider shall be permitted to make copies of any manuals, documents, or other materials of whatever nature solely for use by the Provider in connection with this Agreement. All specifications, documentation, CDs and programs utilized or developed by TELUS in connection with the Services shall remain the sole property of TELUS. The Provider may not reproduce or disclose the materials to any third party without the prior written approval of TELUS. The requirements of this Section shall survive termination of this Agreement.
7.2 The Provider acknowledges that all right, title and interest in and to the software and the Services belongs to and resides with TELUS. The Provider is hereby granted a non-exclusive, non-transferable license to use the software during the term of this Agreement only for the exclusive purpose of accessing the Services and no other purpose. In the event the Provider breaches this Section, TELUS reserves the right to terminate this Agreement in accordance with Section 4 hereof, and in such a case, the Provider shall return all software to TELUS without retaining a copy thereof.
“Intellectual Property Rights” shall mean any rights arising anywhere in the world under (i) patent law; (ii) copyright law; (iii) trademark law; (iv) design patent or industrial design law; (v) privacy, publicity, celebrity and personality rights law; and (vi) any other statutory provision or common or civil law principle which may provide a right in either (a) ideas, formulae, concepts, inventions, or know-how generally, including confidentiality or trade secret law, or (b) the expression of such ideas, formulae, concepts, inventions or know-how.
8.0 CONFIDENTIALITY OBLIGATIONS:
“Confidential Information” or “CI” means any information, material or data, fixed in any tangible medium expression, in whatever format or form, which is proprietary or confidential in nature, regardless of whether it is identified as proprietary or confidential or not, or that is by its nature or is treated as being confidential or proprietary by the disclosing party and that is furnished by or on behalf of the disclosing party to the receiving party, whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the receiving party, including without limitation, all information pertaining to formularies, technical, financial or business planning, performance, product and contractual information, data, ideas, concepts or know-how that is considered and treated as being confidential by the disclosing party. CI does not include PI.
“Personal Information” or “PI” has the same definition as in PIPEDA, and includes the individual’s name, address, age, date of birth, sex and religion, whether recorded in printed form, film, be electronic means or otherwise and disclosed to TELUS pursuant to this Agreement.
8.1 Each party agrees that it shall not:
a. use the other party’s CI for any purpose other than for the purpose of performing its obligations under this Agreement; or
b. copy or otherwise reproduce the other party’s CI, or disclose, disseminate or otherwise communicate in whole or in part CI to any third party, provided, however, that: any disclosure of Provider’s CI may be made to the officers, directors, agents, subcontractors and employees of TELUS and of a Payer who needs to know such CI for the purposes of performing the Services.
c. use the other party’s PI for any purpose other than for the purpose of performing its obligations under this Agreement; or
d. copy or otherwise reproduce the other party’s PI, or disclose, disseminate or otherwise communicate in whole or in part PI to any third party, provided, however, that any disclosure of Provider’s PI may be made to the officers, directors, agents, subcontractors and employees of TELUS and of a Payer who needs to know such PI for the purposes of performing the Services.
8.2 During and after the term of this Agreement, TELUS and the Provider shall ensure that the confidentiality and security of all Confidential and Personal Information is maintained.
8.3 In the event that the receiving party becomes legally compelled to disclose any of the disclosing party’s CI, it shall provide the disclosing party with prompt prior written notice of such requirements so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement, which waiver may not be unreasonably withheld. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions hereof, the receiving party agrees to furnish only that portion of the CI which it is legally required to do so and to exercise best efforts to obtain assurances that confidential treatment will be accorded to such CI.
8.4 Notwithstanding anything to the contrary herein, the following shall not constitute CI for the purposes of this Agreement:
a. CI that the receiving party can show, by documented and competent evidence, was known by it prior to the disclosure thereof to it, provided that, this exception shall not apply to TELUS or the Provider’s CI known by the other as a result of its ownership of TELUS or the Provider prior to the effective date or that meets the definition of CI set out herein;
b. CI that is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the receiving party in breach of this Agreement;
c. CI that is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not known by the receiving party to be subject to any prohibition against transmitting the information to the receiving party;
d. CI that the receiving party can show, by documented and competent evidence, to have been developed independently by the receiving party without using said CI;
e. CI that the receiving party is required to disclose by law or as a result of a court order provided that the receiving party gives prior written notification to the disclosing party of its intention to disclose such CI;
f. CI presented in an anonymized and aggregated form sufficient that the source of the information cannot be identified as the Provider’s or its clients; or
g. CI for which the disclosing party has authorized unrestricted disclosure.
In the event TELUS has to use or disclose any Personal Information in providing the Services, the Provider warrants and represents that it has obtained, in place of TELUS, all required consent from any individuals with respect to the (i) use by TELUS of such information as required for the purpose of rendering the Services; and (ii) disclosure of such information to other organizations duly mandated by TELUS for the provision of the Services.
10.0 GENERAL TERMS:
10.1 Neither party shall be responsible for the failure to comply with or any delay in its performance of any term or condition of this Agreement, if such failure or delay is directly or indirectly caused by events beyond the reasonable control of the party, and provided that the party prevented from rendering such performance uses its best efforts to render such performance in a timely manner utilizing such resources reasonably required in the circumstances as soon as the conditions preventing such performance no longer prevails. These events shall include, but shall not be limited to fire, flood, earthquake, accident, civil disturbance, war, pandemic, strikes or labour problems, delays in transportation, inability to secure necessary materials, failure in telecommunications facilities, parts or components, delay or failure of performance of any supplier or contractor, or acts of God.
10.2 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations and proposals written or oral, relating to its subject matter. Any term or provision of this Agreement can be waived or modified only with the written consent of both parties except that TELUS may amend this Agreement by providing notice to such effect and providing Provider with a reasonable period to express in writing its unwillingness to be bound by the revised terms and conditions. If Provider remains silent during such notice period its consent to the revised terms shall be deemed received.
10.3 Any notice shall be in writing and shall be sent to the attention of the signatories of the party at the address set forth below:
If to TELUS:
TELUS Health Solutions GP
5090 Explorer Drive, Suite 1000
Mississauga, ON L4W 4X6
Fax: 1 (866) 840-1466
Attention: Legal Department
If to Provider, as per address provided at registration.
10.4 Each party shall take all such actions as may be necessary or desirable to implement the provisions of this Agreement to their full extent.
10.5 This Agreement shall be binding upon the parties, their heirs, successors and assigns. The Provider may not assign this Agreement without the written consent of TELUS.