Terms of Service

These Terms of Service ("Terms") govern your use of Cosmos RCM's revenue cycle management services ("Services") and website. By engaging our Services or accessing our website, you agree to these Terms. If you do not agree, please do not use our Services.

1. Acceptance of Terms

By signing a service agreement with Cosmos RCM or using our website, you ("Client," "you," or "your") accept and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and Cosmos RCM, LLC ("Cosmos RCM," "we," "us," or "our").

If you are entering into these Terms on behalf of a healthcare practice or organization, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

Cosmos RCM provides comprehensive revenue cycle management services to healthcare providers, including but not limited to:

• Medical billing and coding
• Claims submission and follow-up
• Denial management and appeals
• Payment posting and reconciliation
• Accounts receivable management
• Credentialing and payer enrollment
• Prior authorization coordination
• Compliance auditing and consulting
• Revenue analytics and reporting

The specific Services provided to you will be outlined in your Service Agreement. We reserve the right to modify or discontinue Services with reasonable notice.

3. Client Obligations

To enable us to perform the Services effectively, you agree to:

1. Provide Accurate Information: Supply complete, accurate, and timely information including patient demographics, insurance details, clinical documentation, and fee schedules.
2. Grant System Access: Provide secure access to your EHR, practice management system, and payer portals as needed.
3. Maintain Documentation: Ensure all clinical documentation meets medical necessity and compliance standards.
4. Respond Promptly: Address requests for information, approvals, or clarifications within reasonable timeframes.
5. Comply with Laws: Maintain all required licenses, certifications, and comply with applicable healthcare regulations.
6. Cooperate with Audits: Participate in compliance audits and implement recommended corrective actions.

Failure to meet these obligations may impact our ability to deliver Services and is not grounds for disputing fees.

4. Fees and Payment

Pricing Model: Our standard pricing is based on a percentage of collections. The specific percentage will be outlined in your Service Agreement. We only earn revenue when you get paid.

Invoicing: Invoices are issued monthly based on payments collected during the billing period. Payment is due within 30 days of the invoice date (net 30 terms).

Late Payments: Overdue balances will accrue interest at a rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower.

Disputed Charges: Any billing disputes must be raised in writing within 15 days of the invoice date. Undisputed portions of invoices remain due.

Additional Services: Services not included in your standard agreement (e.g., special projects, historical AR cleanup, one-time consulting) may be billed separately at agreed-upon rates.

5. Confidentiality

Both parties acknowledge that they may have access to confidential information, including:

• Protected Health Information (PHI) under HIPAA
• Business strategies, pricing, and operational details
• Proprietary systems, processes, and methodologies
• Financial information and performance data

Each party agrees to:

• Maintain strict confidentiality of all such information
• Use confidential information solely for the purpose of fulfilling obligations under these Terms
• Implement appropriate safeguards to prevent unauthorized disclosure
• Return or destroy confidential information upon termination of Services

Survival: Confidentiality obligations survive termination of these Terms for a period of five (5) years.

6. HIPAA Compliance and Business Associate Agreement

Cosmos RCM acts as a Business Associate under HIPAA. As part of our engagement, we will execute a separate Business Associate Agreement (BAA) with you that governs our handling of PHI.

We agree to:

• Use and disclose PHI only as permitted by the BAA and HIPAA
• Implement administrative, physical, and technical safeguards to protect PHI
• Report any breaches of unsecured PHI within the timeframes required by law
• Make PHI available to individuals upon your direction
• Return or destroy PHI upon termination of Services (unless legally required to retain)

You remain the Covered Entity and are ultimately responsible for HIPAA compliance, including providing adequate Notice of Privacy Practices to patients.

7. Limitation of Liability

Service Warranty: We will perform Services with reasonable skill and care consistent with industry standards. However, we cannot guarantee specific collection amounts, timelines, or outcomes due to factors beyond our control (payer policies, documentation quality, etc.).

Liability Cap: To the maximum extent permitted by law, Cosmos RCM's total liability for any claims arising from these Terms or the Services will not exceed the total fees paid by you to Cosmos RCM in the twelve (12) months preceding the claim.

Exclusion of Damages: Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or revenue, even if advised of the possibility of such damages.

Exceptions: The limitations in this section do not apply to: (a) either party's breach of confidentiality obligations, (b) violations of HIPAA or other regulatory requirements, or (c) fraud, gross negligence, or willful misconduct.

8. Termination

Termination Without Cause: Either party may terminate the Service Agreement without cause by providing ninety (90) days' written notice.

Termination for Cause: Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within thirty (30) days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Engages in fraud, illegal activity, or gross negligence

Effect of Termination: Upon termination:

• You remain responsible for all fees incurred up to the termination date
• We will provide a final accounting and transition support for a reasonable period
• Confidentiality obligations continue per Section 5
• We will return or destroy PHI as directed in the BAA

9. Governing Law and Dispute Resolution

Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

Arbitration: Any disputes arising from these Terms will be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration will take place in Wilmington, Delaware.

Exceptions: Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights without first pursuing arbitration.

Class Action Waiver: All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any class or representative proceeding.

10. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated to you via email or through our website with at least thirty (30) days' notice before taking effect.

Continued use of Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you may terminate the Service Agreement as outlined in Section 8.

11. Contact Information

For questions about these Terms or to provide legal notices, please contact:

Cosmos RCM Legal Department
Email: legal@cosmosrcm.com
Address: [Company Address]

All legal notices must be in writing and sent via certified mail or email to the addresses above.

Entire Agreement: These Terms, together with your Service Agreement, Privacy Policy, and BAA, constitute the entire agreement between you and Cosmos RCM and supersede all prior agreements and understandings, whether written or oral.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.