TERMS AND CONDITIONS:
Last updated: Jun 26, 2023
The following Terms and Conditions apply to this Agreement between the “Client” (As indicated in PRAXES Estimate) and PRAXES Emergency Specialists Inc. (“PRAXES”):
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1) Fees. In consideration of PRAXES providing the Materials and Services, the Client will pay PRAXES the Rates indicated in the estimate provided by PRAXES. Parties will agree on the quantities of Services to be provided. All approved recurring Services will be billed on a monthly basis.
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a) One-time services are billed immediately upon service completion and payment is due on receipt of invoice.
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b) Cancellations and Rescheduling: If the Client cancels or reschedules the Services (Applies only to: Medical Staffing or Consulting services) with less than 24 hours notice prior to the start of the Service delivery, PRAXES will charge a Cancellation Fee of 4 hours of labor time for each resource provided, to be billed at the rates outlined in PRAXES Estimate, along with travel time and expenses if our staff have travelled to the Client site. Note that this cancellation fee is not applicable for Telemedicine services. In the case of cancellation of Telemedicine services, the termination terms in Section 4 will apply.
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c) Short Notice Requests: If Client requests a new service with less than 48 hours notice prior to the services commencing, a Project Set-up fee will be applied at the rates specified in the PRAXES Estimate.
2) Services:
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a) Credentials. PRAXES represents and warrants that any Health Staff providing the Services shall, throughout the currency of this Agreement, be members in good standing of their respective licensing bodies and have all required vaccinations.
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b) Medical Records. PRAXES stores and manages all medical information generated by its Health Staff. This information is stored in PRAXES’ proprietary EMwerx system and in paper files, as appropriate.
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c) Rental of Medical Equipment – If applicable to the Client, charges for sending rental equipment to Client locations is done at the Client’s cost. The Client is responsible for returning all rental equipment in the condition in which it was issued from the PRAXES offices. Any damage to or loss of rental equipment will be charged to the Client. All prices are FOB Halifax.
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d) COVID Testing – PRAXES offers a variety of types of COVID-19 tests. These include rapid antigen tests, lab-based RT-PCR tests and Point of Care PCR Tests. Lab-based tests are done through an accredited Laboratory in Canada. PRAXES has no control over the timing of lab-based test results, and processing times very much depend on the total number of COVID tests being done by the Lab on any given day. There are risks associated with any invasive medical procedure. The risks of nasopharyngeal or nasal swabs are mild nose bleed (5 – 8% of cases), nasal discomfort, headache, earache, and rhinorrhea (nose pain), which typically lasted hours to a day. A negative test result does NOT guarantee that the Testee not have COVID, but provides a probability based on pre-test likelihood of exposure.
3) Term. This Agreement will commence on the contract start date and will remain in effect until the contract end date or until all goods and/or Health Staff are returned to the PRAXES offices in Halifax, NS.
4) Termination and Renewal. Provided it is not in default, either party may extend or terminate this Agreement by giving thirty (30) days written notice to the other of such termination or extension.
5) Confidentiality. The parties may disclose confidential information to each other from time to time to facilitate their work under this Agreement. All data provided by one party to the other will only be used solely for the purposes intended under this contract and for quality assurance or training purposes, and will not be used for any other purpose or disclosed without the prior written permission of the disclosing party. The foregoing is subject to any professional obligations imposed on physicians, including obligations to disclose information to other physicians, medical personnel, professional governing bodies, private medical insurance companies, and such other disclosure as may be required by law from time to time.
6) Privacy. The parties agree to comply with all applicable privacy legislation, including but not limited to the Canadian PIPEDA legislation and the EU’s GDPR legislation, with respect to the collection, storage, protection and release of personal and medical information.
9) Insurance and Indemnity.
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a) PRAXES shall maintain medical liability insurance of at least $5,000,000 (CDN) for all Health Staff providing Services pursuant to this Agreement.
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b) CLIENT shall also maintain medical liability insurance of at least $5,000,000 (CDN) for any Health Staff in its employment who rely on PRAXES for Medical Oversight.
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c) Each party represents and warrants that it has a minimum of $5,000,000 in commercial general liability coverage, and undertakes and agrees to indemnify and hold the other harmless from all claims, demands, actions, costs, liability and damages that might arise from its the negligence and/or breach.
10) Limitation of Liability.
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a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE ENTIRE LIABILITY OF PRAXES, ITS REPRESENTATIVES, SUBCONTRACTORS, AND AFFILIATES FOR DAMAGES CAUSED BY THE PERFORMANCE OR NON-PERFORMANCE OF PRAXES’ OBLIGATIONS UNDER THIS AGREEMENT (WHETHER DIRECT OR INDIRECT, AND REGARDLESS OF THE CAUSE OR FORM OF ACTION, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS), WILL BE LIMITED ON ANY ONE OCCURRENCE AND IN THE AGGREGATE IN EACH YEAR TO:
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i) IN RESPECT OF UNINSURED LOSSES TO AN AMOUNT EQUAL TO THE ANNUAL FEES PAID BY THE CLIENT; AND
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ii) IN RESPECT OF INSURED LOSSES TO A MAXIMUM OF $10,000,000 (CAN) FOR GENERAL MEDICAL LIABILITY, AND $2,000,000 FOR COVID-RELATED LIABILITY.
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b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL PRAXES, ITS REPRESENTATIVES, SUBCONTRACTORS OR AFFILIATES BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS), EVEN IF PRAXES HAD BEEN INFORMED OF THEIR POSSIBILITY. IN NO EVENT WILL PRAXES ITS REPRESENTATIVES, SUBCONTRACTORS OR AFFILIATES HAVE ANY LIABILITY (WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS) FOR ANY THIRD-PARTY CLAIMS AGAINST THE CLIENT FOR ANY LOSSES RELATING TO THE SERVICES.
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c) Client acknowledges that the provision of Services by PRAXES is contingent upon telephone, internet, satellite, call center and other communication links (collectively, the “Communication Links”), provided in whole or in part by third parties. PRAXES shall have no liability whatsoever to CLIENT or any parties contracting with Client for any claims of any nature, including without limitation for death, bodily injury or property damage caused by any use, misuse, interruption, limitation or failure of the Communications Links.
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d) COVID-19 TESTING – PRAXES accepts no liability for false positive or negative test results or for the timing of receipt of test results, or any delays or costs caused by these, including but not limited to missed flights, work stoppages or delays, loss of business profits, or other losses.
11) Notices. Any notice required or permitted to be given under this Agreement must be in writing and will be given by personal service or by facsimile transmission (verified by a confirmation sheet) to the contact person indicated in the RFS. Any such notice, if served personally will be deemed to have been received on the day it is received, or if sent by facsimile, will be deemed to have been received on the business day following its transmittal.
12) Independent Parties. Client and PRAXES are independent contractors and nothing in this Agreement will constitute either as the employer, principal or partner of or joint venturer with the other party. Neither party has the authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
13) Non-solicitation. The Parties agree they will not, either during the term of this Contract or for a period of 12 months following the termination of this contract;
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a) Induce or encourage any employee, contractor or customer of the other Party to leave employment or engagement with the other Party, or authorize, assist, approve or encourage any such action by any other person; or;
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b) Hire or attempt to hire or otherwise solicit any employee or contractor of the other Party, or authorize, assist, approve or encourage any such action by any other person.
14) No Assignment. Neither party may sell, assign, encumber, license or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other.
15) Successors. This Agreement binds and enures to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
16) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, but may be enforced by any Court without reference to conflict of laws provisions.
17) Dispute Resolution. Any claim arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration in accordance with the Commercial Arbitration Act of Nova Scotia, and judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The prevailing party shall be entitled to reimbursement of costs and reasonable lawyer’s fees. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable.
18) Entire Agreement. This Agreement is the entire agreement of the parties hereto, and no change or modification will be valid unless it is in writing and signed by both parties.
19) Headings. Paragraph headings in this Agreement are for the purpose of convenience only and will not be used in the interpretation of this Agreement.
20) Authority. The signatories to this Agreement hereby warrant that the person signing this Agreement on behalf of each party has been properly authorized and empowered.
21) Force Majeure. Neither party shall be liable for reasonable delays in the performance of its obligations under this Agreement which result from causes beyond its reasonable control, including without limitation acts of God, strikes, war, riot, civil disorder, embargo, acts of civil and military authorities, communication failures, fire, earthquake, flood or inability to obtain labour or materials.