Terms and Conditions

These Terms and Conditions (“Agreement”) are entered into by and between IASO HEALTH FL, LLC d/b/a Sprimont Health (“Company”), and the “Client” (or Client Representative , where applicable.) 

1. Client Representative. the Client’s Representative shall be an individual designated as the Client’s legal guardian, appointed as an attorney-in-fact, or otherwise duly authorized by the Client to execute this Agreement and to legally consent to the services specified hereunder. If this Agreement is executed by a Client Representative, the Client Representative hereby certifies that he/she is duly authorized by Client or otherwise to legally execute this Agreement and accept its terms. 
2. Term of Agreement. The term of this Agreement will commence on the date on which the Service Agreement is signed (the “Effective Date”) and will continue on an as-needed basis until the Agreement is terminated as provided in this Agreement.
3. Services Provided. Company will provide to Client healthcare consulting and patient advocacy services. The services provided by Company may include coordinating care, assistance with insurance billing and reimbursement, attending healthcare appointments, communicating with providers and caregivers, documenting care rendered by providers for Client’s personal use, healthcare planning, and general advice.  The services provided will not include the delivery of any medical services, nor will it constitute the practice of medicine or the practice of nursing.  Services shall be provided Monday through Friday, between 9:00 AM and 5:00 PM ET. The Client or Client Representative agrees to execute any and all documents necessary in order for Company to provide services pursuant to this Agreement, including, but not limited to, HIPAA-compliant authorizations. 
4. Contact. The Client or Client Representative consents to being contacted via email, phone, or SMS regarding matters related to the services. Messages may be left on voicemail. The Client or Client Representative acknowledges that such communication may not be a secure medium for sending and receiving information. 
5. Fees for Services.
   1. The Company may provide one (1) or more consultation session(s) (a “Consultation”), to occur by phone, video conference or in-person meeting, for a maximum duration of ninety (90) minutes. Company shall charge the Client or Client Representative, and the Client or Client Representative shall pay to Company, a Fee of Three Hundred Dollars ($300.00) for each Consultation; provided, however, that Company shall charge the Client or Client Representative, and the Client or Client Representative shall pay to Company, an additional Fee of $100.00 for each thirty (30)-minute increment in excess of the initial ninety (90)-minute Consultation. If the Consultation takes place in-person at a location that is outside of a 15-mile radius of Company’s office location, Company will charge an additional mileage fee at the IRS prevailing rate for round-trip travel for the Consultation. All additional services shall be determined based on the specific needs of Client following the Consultation. All additional services provided by Company to Client, and all Fees charged by Company to the Client or Client Representative for such services, shall be set forth as agreed, in the signed Client Service Agreement between the parties.
   2. The Client or Client Representative assumes full, unconditional responsibility for the payment of any and all Fees that become due for services rendered by Company pursuant to this Agreement. Company will e-mail statements for services rendered, and payment is due within ten (10) days. Payment may be made by cash, check, or credit/debit card. A $25.00 fee will be charged if a payment is not processed or is rejected. The Client or Client Representative agrees to pay all collection costs, including court costs and attorneys’ fees incurred in collection, if the balance on an account is not paid. Interest on account balances which are unpaid will be charged at the lower of the rate of 1.5% per month or such amount as allowed by applicable law. Company reserves the right to suspend services until any outstanding Invoice is paid in full.
   3. Company will not submit claims or seek reimbursement or payment for services from any third-party payor. The Client or Client Representative is solely, financially responsible for payment for all services rendered.
   4. The Client or Client Representative accepts the Fees charged as legal and lawful debt and agrees to pay said Fees, including any and all attorney fees and/or court costs, if such become necessary. The Client or Client Representative agrees and provides express written consent (in order for Company to service Client’s account or to collect monies owed) for Company and its agents, contractors, successors, and assigns, including any service providers, collection agencies, or other third parties acting on its behalf, to: (i) contact the Client or Client Representative at any telephone number (including wireless numbers, pager numbers, fax numbers, virtual or internet numbers, or any other numbers that may result in charges), e-mail address, or other unique electronic identifier, that is associated with the account or provided to Company at any time, now or in the future; (ii) contact the Client or Client Representative using any current or future means of communication, including pre-recorded/artificial voice messages, automatic or predictive dialing devices, text messages, or other forms of electronic messages, as applicable, in connection with any communications regarding the account, including collection of amounts owed on the account; and (iii) leave answering machine and voicemail messages, in compliance with applicable laws, for any reason related to services provided by Company, now or in the future, including collection of amounts owed on the account. To stop receiving communications: provide Company with written notice revoking the consent; in such notice, include the name, address, and the last four digits of the account number; advise whether the communications should cease via mail, telephone, e-mail, text, or cease in all forms; if requesting communications to cease via telephone and/or e-mail, provide the specific number(s) and/or e-mail address(es); and send this written notice to Company at the address stated in the signature block of this Agreement. 
6. Personal and Medical Information. The Client or Client Representative understands, agrees, and consents to Company obtaining, using, storing, and disclosing, as appropriate, information about the Client, as necessary in connection with the services rendered by Company pursuant to this Agreement. The Client or Client Representative understands that Company may use and/or disclose certain personal and/or health information to persons and for reasons permitted by state and federal law. Client’s personal and/or health information may be shared with the Client Representative, as applicable. In addition, Client’s personal and/or health information may be shared with the individuals designated by the Client or Client Representative.
7. Termination of this Agreement.
   1. Either the Client or Client Representative or Company may terminate this Agreement immediately for any reason.
   2. This Agreement shall automatically terminate:  (a) in the event Company shall: (i) discontinue its business, (ii) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its property, (iii) admit in writing its inability to pay its debts as they mature, (iv) make a general assignment for the benefit of creditors, (v) be adjudicated bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code, or (vi) file a voluntary petition in bankruptcy; or (b) if there shall be filed against Company an involuntary petition seeking reorganization of such party, the appointment of a receiver, trustee, custodian or liquidator of such party, or an involuntary petition under any bankruptcy, reorganization or insolvency law of any applicable jurisdiction, and such involuntary petition shall not have been dismissed within ninety (90) days after the filing of such involuntary petition. 
8. Non-Solicitation. The Client or Client Representative agrees that, during the term of this Agreement and for a period of one (1) year following expiration or termination of this Agreement, regardless of the cause of such termination, neither Client nor Client’s Representative shall, directly or indirectly, through any individual, person or entity, without the prior written consent of Company: (a) induce or attempt to induce away, or aid, assist, or abet any other party or person in inducing or attempting to induce away from employment or other association with Company, any employee or independent contractor of Company, (b) employ, hire or contract for services with any employee or independent contractor of Company, or any person who was an employee or independent contractor of Company during the twelve (12) month period prior to termination of this Agreement, or (c) interfere with or attempt to interfere with any contractual relationship of Company. Nothing contained herein shall be construed as prohibiting the Company from pursuing all remedies available for a breach or threatened breach of these provisions, including the recovery of compensatory and punitive damages from the Client or Client Representative. The Client or Client Representative acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company’s legitimate business and professional duties, ethical obligations and interests, and are reasonable in scope and content. 
9. Independent Contractor. None of the provisions of this Agreement are intended to create, and none shall be deemed or construed to create, any relationship between Company and Client or Client’s Representative other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement.  
10. Assignment. This Agreement shall be binding upon and inure to the benefit of any successor to Company and any such successor shall be deemed substituted for Company under the terms of this Agreement. This Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred by the Client or Client Representative without the prior written consent of Company and any assignment or transfer by the Client or Client Representative without the consent of Company shall be null and void.
11. Dispute Resolution.
    1. The parties to this Agreement desire to avoid the additional time and expense related to a jury trial of any disputes arising hereunder. Therefore, it is mutually agreed by and between the parties hereto, and for their successors, heirs and permitted assigns, that they shall and hereby do waive trial by jury of any claim, counterclaim, or third-party claim, including any and all claims of injury or damages, brought by either party against the other arising out of or in any way connected with this Agreement and/or the relationship which arises hereunder. The parties acknowledge and agree that this waiver is knowingly, freely, and voluntarily given, is desired by all parties, and is in the best interest of all parties.
    2. The parties agree that any dispute arising out of this Agreement or the relationship between the parties shall be exclusively brought in the relevant state or federal courts with jurisdiction in Florida, and the parties hereby consent to such jurisdiction.
    3. The Client or Client Representative further acknowledges and agrees that if Company brings legal action or any other proceeding to enforce this Agreement, Client shall pay all costs and expenses, including reasonable attorneys’ fees, incurred by Company in connection with any such action or proceeding, or with any appeal from such action or proceeding, which results in the enforcement of any of the agreements, covenants or provisions of this Agreement against Client and in favor of Company. 
    4. The Client or Client Representative agrees that Company and its owners, employees, designees, contractors, assigns, and representatives have no liability for any penal, punitive, special, indirect, incidental, consequential, or exemplary damages. Without limiting the foregoing, the aggregate liability of Company for claims arising out of or related to this Agreement shall not exceed the total fees paid by the Client or Client Representative to Company under this Agreement during the twelve (12) months immediately preceding the date of the act giving rise to the claim. This provision shall not apply to the Client or Client Representative’s obligation to pay Fees for services as required by this Agreement.
12. Severability. If any provision or part of this Agreement is found to be totally or partially invalid, illegal or unenforceable, then the provision will be deemed to be modified or restricted to the extent and in the manner necessary to make it valid, legal or enforceable, or it will be excised from this Agreement without affecting any other provision of this Agreement, which will be enforced to the maximum extent provided by law as if the modified or restricted provision was originally included or as if the excised provision was originally excluded.
13. Waiver of Breach. No assent or waiver, express or implied, of any breach of any one or more of the covenants, conditions, or provisions herein shall be deemed or taken to be a waiver of any other covenant, condition, or provision herein or a waiver of any subsequent breach of the same covenant, condition, or provision.
14. Construction of Agreement. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, applied without giving effect to any conflicts-of-law principles. Both parties have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement.
15. Notice. Unless otherwise set forth herein, all notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, reputable overnight delivery service or mailed by registered or certified mail, return receipt requested, first class postage prepaid, addressed as follows:
    • If to Company:
    • IASO HEALTH FL, LLC
      PO Box 523
      Winter Park, FL 32790-0523
      Attn: Louise Sprimont
      E-mail: hello@sprimonthealth.com
    • If to Client:
    • Address provided to Company during intake process
    • or to such alternative addresses as shall be specified by notice given in the manner herein provided.  All notices and other communications hereunder shall be deemed to have been given on the date of delivery if delivered by hand; on the business day after the date when sent if sent by overnight courier; and on the third business day after the date when sent if sent by registered or certified mail, return receipt requested.
16. Entire Agreement; Modification. This Agreement and any SOW entered into by the parties from time to time constitute the entire agreement between the parties with respect to the matters contemplated herein and supersede all previous oral and written and all contemporaneous oral negotiations, commitments, and understandings relating thereto. Unless otherwise set forth herein, this Agreement may not be amended or modified except by mutual written agreement of the parties. Notwithstanding the foregoing, the parties hereby acknowledge and agree that the acceptance of services at any Fees set forth in an SOW or otherwise charged shall be deemed acceptance by the Client or Client Representative of such SOW and the Fees above   or otherwise charged, notwithstanding the failure of any party to execute such SOW. 
17. Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
18. Counterparts. This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall, together, constitute and be one and the same instrument.
19. Survival. The following provisions shall survive termination or expiration of this Agreement, regardless of the cause: 5(b), 5(d), 8, 10, 11, 12, 13, 14, 17, 18, 19, and such other provisions which by their terms survive termination or expiration.