Terms and Conditions

Last Updated: October 4, 2025

1. Agreement to Terms

These Terms and Conditions form a legally binding agreement between you, the client (“the Client” or “you”), and ClinicFlowVA (“the Company,” “we,” “us,” or “our”), concerning your access to and use of our healthcare-focused virtual assistant services. By engaging our services, you confirm that you have read, understood, and agree to be bound by all these Terms.

Unless specified otherwise in a separate written Service Agreement, these Terms and Conditions shall govern the provision of all services.

2. Services Provided

The Company provides professional virtual assistant and healthcare support services (“the Services”), including, but not limited to, medical billing, prior authorizations, scheduling, patient communications, denial management, EHR/EMR support, and related administrative services.

The specific scope, deliverables, timeline, and pricing for the Services will be detailed in a separate Service Agreement or Proposal agreed upon by both parties. All service requests are subject to acceptance by the Company. The Client agrees to provide, at its own expense, all necessary information, credentials, and access required for the Company to perform the Services in accordance with the Service Agreement.

3. Client Responsibilities

The Client must:

• Provide timely access to all systems, information, and data required by the Company to perform the Services efficiently.
• Designate a primary point of contact authorized to provide instructions, make decisions, and oversee service delivery.
• Review and provide feedback or approval on deliverables within the agreed-upon timeframe.
• Ensure that all data, information, or materials provided to the Company comply with HIPAA regulations and do not infringe upon any third-party rights, including intellectual property.

4. Fees and Payment

• Service Fees: All fees for the Services will be clearly outlined in the Service Agreement or Proposal.
• Invoicing: Invoices will be issued according to the schedule defined in the Service Agreement (e.g., bi-weekly, monthly).
• Payment Terms: Payment is due within fifteen (15) days of the invoice date unless otherwise specified in the Service Agreement.
• Late Payments: Payments not received by the due date may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law. The Company reserves the right to suspend Services for overdue accounts.

5. Cancellations

• Cancellation by Client: The Client may terminate the Service Agreement by providing the Company with thirty (30) days written notice. The Client remains liable for all fees and incurred expenses for Services rendered up to the effective termination date. An early termination fee may apply if termination occurs before the completion of a fixed-term project, as specified in the Service Agreement.
• Termination by Company: The Company may terminate this agreement with immediate effect if the Client breaches any material provision of these Terms, including failure to make timely payments or provide necessary cooperation.

6. Intellectual Property

• Company Property: The Client acknowledges that all intellectual property rights related to the Company’s proprietary tools, training materials, methodologies, and pre-existing resources used in the performance of the Services remain the sole property of the Company.
• Client Property: All data, information, and materials provided by the Client for the purpose of the Services will remain the exclusive property of the Client.
• Project Deliverables: Upon full and final payment, the Company grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use the final project deliverables for the Client’s internal business purposes.

7. Confidentiality

Both parties agree to treat all non-public information received from the other party as strictly confidential. This includes, but is not limited to, patient data (PHI), business processes, financial information, and trade secrets. Confidential information shall not be disclosed to any third party without prior written consent, except as required by law. The Company enforces strict HIPAA compliance policies, and every Virtual Assistant (VA) is trained and legally bound by confidentiality and non-disclosure agreements.

8. Warranties and Disclaimers

• Company Warranties: The Company warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards for healthcare administration.
• Disclaimer: Except as expressly stated in the Service Agreement, the Services are provided “as is” and “as available.” The Company disclaims all other warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

9. Limitation of Liability

In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, loss of profits, data, or business interruption, arising from or in connection with the Services provided.

The Company’s total aggregate liability under this agreement for any claim shall not exceed the total fees paid by the Client to the Company during the three (3) months immediately preceding the event giving rise to the claim.

10. Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute shall first be resolved through good-faith negotiation. If unresolved, the dispute shall be submitted to binding arbitration in Davao City, Philippines, in accordance with the rules of the Philippine Dispute Resolution Center, Inc.

11. Force Majeure

Neither party shall be liable for any failure or delay in performance under this agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, riot, civil unrest, fire, flood, pandemic, or earthquake.

12. Miscellaneous

• Entire Agreement: These Terms and Conditions, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior understandings.
• Severability: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of future enforcement of that or any other provision.