MASTER AGREEMENT FOR ENGAGEMENT OF nCRED FOR CREDENTIALING SERVICES
Client hereby engages nCred, and nCred hereby accepts such engagement, to provide credentialing services to Client in accordance with the mutually executed service quote (“Order”) terms as well as the terms and conditions of this Master Agreement.
In carrying out its duties hereunder, nCred shall be an independent contractor and shall not be subject to any right of control, or any control in fact, over the methods by which it carries out its duties, except that nCred shall be subject to the standards and terms set forth in this Agreement. Neither this Agreement nor the exercise of any of the authority granted to nCred hereunder shall be deemed to create any partnership, joint venture, association or other relationship between nCred and Client other than that of an independent contractor relationship. All provider and credentialing information stored on the nCred software platforms are the sole property of nCred.
nCred shall have the authority to conduct the services required by Client, as set forth herein, subject only to the express limitations herein set forth. In fulfilling its duties and obligations hereunder, nCred shall have all such authority, rights and powers as are necessary, advisable or consistent herewith and the exercise of the authority conferred by this Agreement on nCred shall serve to bind Client and shall constitute the act of Client. nCred shall carry out its duties and obligations in a professional and competent manner consistent with good business practices and will exercise reasonable and prudent judgment in its activities.
nCred makes no guarantee or warranty with respect to the network approval of Practitioners, issuance of a network contract, granting of privileges by any healthcare facility, approval of any type of enrollment or credentialing application, approval of any license application, turn around time of health plan credentialing and contracting, turnaround time of a primary source verification file, reimbursement by a third party payor network for Practitioner services, or profitability of Client.
nCred assumes no liability to Client due to any enrollment application being rejected, delayed, not received, clerical error, or any failure of the Client to operate profitably due to credentialing.
Duties of nCred
The duties of nCred under this Agreement shall be limited to those expressly set forth in the mutually executed quote form as “Services” and nCred shall be under no obligation to perform any additional duties.
Payor Enrollment Applications
A health plan credentialing/enrollment application is considered complete when the application is processed by the health plan and provides an effective date of participation in their network or closes the application with a denial of participation in their network. nCred will follow up on the application through to completion by the health plan and document all follow-up activities, record acceptance or rejection information from the plan, and store all communications from the plan. Except for re-submission due to application error, re-submission of applications or changes to demographic information after an application has been submitted require an additional order.
Closed Networks: If an insurance network application is denied because the network is not accepting new providers at the time of your application, nCred will either submit an appeal on your behalf or re-apply to the network one time at no additional cost (whichever you prefer). An appeal is a letter supplied by you on your business letterhead outlining your case for them to reconsider allowing you to participate in the network. After one appeal or one resubmission, the application is considered ‘Complete’ and any further services will require an additional service order.
It is not unreasonable to encounter clerical errors during the credentialing process. Health plan enrollment applications are often lengthy, very detailed, and sometimes confusing. nCred works with payers in every state and there are often unannounced changes to forms, changes in the enrollment processes, information put in the wrong place on a form, missed signatures, incorrect data mapping within the nCred system, or other basic human error made on completing applications. nCred strives to provide excellent service and error free processing of your applications, but in the event of clerical error we will work promptly to resolve any matter concerning your enrollment applications.
nCred will make up to four attempts to obtain signature pages and/or required documents from Client that are necessary to complete the payor enrollment process. If Client does not provide the required information after four (4) attempts, then the enrollment application will be closed and considered complete. Further submission of a closed case due to no response from Client will require additional service order.
Medical License Application
A medical license application is considered complete when the application is submitted to the licensing agency and a decision of approval or rejection is received from the licensing board. nCred will follow up on the application through to completion with the licensing board and document all follow-up activities, record acceptance or rejection information from the board, and store all communications from the board. Except for re-submission due to application error, submission of additional required documents or information, re-submission of applications or changes to demographic information after an application has been submitted require an additional order.
It is not unreasonable to encounter clerical errors during the credentialing process. Licensing applications are often lengthy, very detailed, and sometimes confusing. nCred works with licensing boards in every state and there are often unannounced changes to forms, changes in the licensing processes, information put in the wrong place on a form, missed signatures, incorrect data mapping within the nCred system, or other basic human error made on completing applications. nCred strives to provide excellent service and error free processing of your applications, but in the event of clerical error we will work promptly to resolve any matter concerning your enrollment applications.
Hospital Privilege Application
A hospital privilege application is considered complete when the application is submitted to the hospital and a decision of approval or denial is received from the facility. nCred will follow up on the application through to completion and document all follow-up activities, record acceptance or rejection, and store all communications. Except for re-submission due to application error, submission of additional required documents or information, re-submission of applications or changes to demographic information after an application has been submitted require an additional order.
It is not unreasonable to encounter clerical errors during the credentialing process. Privilege applications are often lengthy, very detailed, and sometimes confusing. nCred works with healthcare facilities all across the country and there are often unannounced changes to forms, changes in the application processes, information put in the wrong place on a form, missed signatures, incorrect data mapping within the nCred system, or other basic human error made on completing applications. nCred strives to provide excellent service and error free processing of your applications, but in the event of clerical error we will work promptly to resolve any matter concerning your enrollment applications.
Primary Source Verification
Primary Source Verification of a provider’s credentials is complete when all requested elements have been attempted to be verified by the primary source. nCred will make up to four (4) attempts to obtain verification from a primary source. If there is no response from the primary source on the fourth (4th) attempt the element will be marked as “Primary Source Available – No Response” and the element closed. Upon completion of verification of all credentialing elements listed in the “Included Services” portion of the Client service quote a Primary Source Verification Summary Report along with copies of all primary source documents will be submitted to the client via email. Upon submission of the PSV Summary report, the service is complete.
Upon completion of the project defined in the consulting services agreement and payment of all fees due consultant for services. nCred is not compelled to provide any services other than those defined in Exhibit A of the consulting services agreement. Ongoing consulting engagements may have specific terms defined within the executed service proposal and those terms shall take precedence for defining the completion of a project.
Duties of Client
Payor Enrollment, Privilege Application, and Licensing Services
Client agrees to complete a credentialing profile with nCred for each Practitioner, and the business entity where applicable, for whom credentialing/enrollment services will be provided. A credentialing profile may be initiated by utilizing the online nCred credentialing application, submitting a signed copy of a standard uniform credentialing application, providing a printout of a complete CAQH profile, or provide login information to a complete CAQH profile for downloading credentialing data.
In addition to the credentialing profile Client shall submit all required supporting documents (the profile and supporting documents are collectively the “Credentialing Information”) necessary to complete the credentialing file. After each practitioner credentialing file is complete, Client will provide any additional information or assistance required by nCred to fulfill its obligations under this Agreement in a timely manner. Such assistance includes requests for additional information, supporting documents, document signatures, etc.
Client agrees to report accurate and complete information to nCred to be utilized in insurance credentialing. Client agrees to disclose all adverse actions from state licensing boards, health plans, healthcare facilities, government health programs, professional organization, medical specialty board, or any other healthcare organization related to his or her professional practice from the time of graduating medical school; as well as any criminal convictions related to professional practice.
Client agrees to submit a completed provider application signed by the provider containing information on all elements to be verified by the primary source along with a release and authorization form specifically naming nCred as authorized to obtain and use personal information for credentialing purposes. In some cases, Clients may be using the standard online credentialing application provided by nCred.
After each practitioner credentialing file is complete, Client will provide any additional information or assistance required by nCred to fulfill its obligations under this Agreement in a timely manner. Such assistance includes requests for additional information, supporting documents, document signatures, etc.
Client is responsible to make timely payments of invoices for services rendered. Client is responsible for supplying nCred with complete and accurate information required to complete the Services. Client is solely responsible for the accuracy of all data supplied to nCred; and attests that all information supplied for completion of the purchased services are in accordance with all local, state, and federal law and/or government healthcare program guidelines. Client agrees to complete any privacy and non-disclosure agreements necessary to allow nCred to provide Services (such as a non-disclosure agreement required by an insurance company to work on behalf of Client).
Client may purchase additional services at any time. Purchases subsequent to execution of an initial service quote/order are subject to the same terms and conditions of the initial service quote and this Master Agreement. Add-on orders may be placed by email or phone and will be billed immediately to your payment source on file.
The cost of services purchased by Client is for professional services only and does not include expenses charged by other organizations that are directly related to providing the application processing services. Client shall be responsible for any variable costs charged by an external source that is directly related to the provision of services (“Reimbursable Expenses”). Postage expense is the most common example of reimbursable expenses. Reimbursable Expenses for the payor credentialing process include fees such as postage or credentialing fees charged by insurance networks (network credentialing fees are rare and you will be notified ahead of time if any of your networks charge such). Reimbursable expenses for hospital privilege application processing includes postage and credentialing fees charged by the hospital that you are applying for privileges with (hospital credentialing fees must be paid in advance directly to the hospital at the time nCred submits your application), and any other fees charged by the hospital to process your request for privileges. Reimbursable expenses for CVO clients (Primary Source Verification of credentials) include postage, database query fees (NPDB, ABMS, NTIS, etc.), and other fees charged by the primary source to verify a credential. Reimbursable expenses for medical license or DEA applications include postage, license fees charged by the licensing authority, fees charged by DEA, or other fees charged by a licensing agency during the processing of your license. License fees, hospital credentialing fees, and network credentialing fees must be paid in advance directly to the licensing agency at the time your application is submitted by nCred. Consulting services projects may include travel related expenses, postage and shipping, and any fees charged to nCred in the commission of Services defined in the Consulting Services Agreement. Reimbursable expenses include the actual cost plus a 10% administrative fee. Reimbursable expenses are billed monthly in arrears and are payable in accordance with the Payment Terms shown in the executed Service Agreement.
Outsourced Credentialing Services
Credentialing application processing fees, recurring service fees, outsourced staffing fees, and other professional service fees are due in advance according to the specific service quote. Ongoing credentialing and primary source verification fees and Reimbursable expenses are billed monthly in arrears and are due on the 1st of each month following a statement cycle. nCred will send Client a statement or invoice around the 15th of each month for all open amounts due for services and reimbursable expenses. The account balance as shown on the statement is due on the 1st business day of the following month. Client is required to keep a Payment Source on file with nCred to settle all amounts due on the 1st day of each month. Acceptable payment source is a business bank account for processing eCheck or a valid credit card. By signing an nCred service quote, Client authorizes nCred to automatically charge the credit card or bank account on file for the total initial order amount, all future recurring service fees, reimbursable expenses, and add-on orders until such time as this Agreement term has expired or is otherwise terminated.
All orders and invoices are presented with the eCheck payment method fee schedule. The nCred credit card fee schedule is 3.5% higher for all services and will be automatically applied to all orders and invoices paid by credit card.
Termination of authorization to charge a payment source on file with nCred or failure to provide updated payment source when the source on file changes may result in immediate termination of the service agreement by nCred. See Termination & Effect of Termination section below.
If a credit card or eCheck transaction is declined by Clients’ Bank, then Client must remit payment of the Invoice Amount via certified funds to nCred or provide an alternative form of payment within five (5) business days of the Transaction Date. If a declined ACH Debit or credit card transaction remains unpaid after 5 days of the transaction date, interest in the amount of the lesser of (i) the maximum rate allowable by law, or (ii) twelve percent (12%) per annum will accrue on the unpaid balance. If the same payment source is declined two times, then Client must provide a new payment source to be kept on file within five (5) days of the last declination. If a new payment source is not received from Client, nCred may immediately terminate services, and Client will be responsible for all applicable early termination fees to be due and payable immediately. If a chargeback is incurred from your payment source on file, nCred will no longer accept the payment source and a new source should be submitted immediately, furthermore, in the event of a chargeback nCred may immediately terminate this agreement and pursue all outstanding amounts due for services and reimbursable expenses.
Payment for Services is due in advance for projects with a defined scope of services and price quote shown in Exhibit A as “Due at Signing”. Retainer fees are also due in advance. Ongoing hourly rate charges and reimbursable expenses are billed monthly in arrears. nCred will submit an invoice via email on the 15th of each month for all outstanding account charges and the invoice is due and payable upon receipt.
There are no refunds or returns for our services, including applications that are denied participation by a health plan. Our fees are based on personal service time and expenses and once our staff applies time and effort to your service order then we consider our fees earned. If there is a complaint about our service, you may contact your nCred Account Manager (Provider Enrollment Coordinator) and we will work to resolve any issue that may arise.
If we are unable to enroll a provider with a particular health plan due to a closed network then nCred will re-apply to the network once (if allowed by the plan) with no additional costs during any subscription period or renewal period; or we will submit an appeal, prepared by you, on your behalf to request reconsideration of acceptance into the network.
nCred will not “substitute” another network application for a denied network application.
Termination & Effect of Termination
Service agreement terms are shown on each individual service quote. Unless otherwise noted on the service quote, Agreements may be terminated by either party by providing the other party with written notice at least sixty (60) days in advance of the Anniversary date; provided however that either party may immediately terminate this Agreement, subject to the cure periods set forth below, in the event that:
1. the other party shall have materially breached any duty, covenant or obligation under the terms of this Agreement and such breach shall have continued for a period of 30 days after notice thereof by the party seeking to terminate this Agreement to the other party (or, if such breach is not reasonably subject to cure within 30 days, such longer period as may be required to effect a cure, provided breaching party initiates curative action within such 30-day period and thereafter is diligently, continuously and in good faith pursuing cure); or
2. the other party files a voluntary petition in bankruptcy, makes a general assignment for the benefit of creditors, files a petition or other document seeking reorganization or arrangement with creditors or to take advantage of any insolvency law.
3. nCred may immediately terminate this Agreement upon (i) the revocation of authorization to process ACH (“eCheck) or credit card payments for amounts due under this Agreement, or (ii) Clients refusal to provide updated banking or credit card information if their payment source changes. Termination of services for this reason will not excuse Client from the total amount due under this agreement through the end of the Initial Term or any renewal period.
Effect of Termination
Upon expiration or termination of this Agreement, nCred shall be entitled to receive any unpaid Service Fee earned and Reimbursable Expenses incurred through the date of termination, and in the event of early termination the total of all monthly payment amounts that would have been due through the end of the current subscription term. Any such amounts will be due and payable upon termination. Balances unpaid shall bear interest at a rate equal to the lesser of (i) twelve percent (12%) per annum, or (ii) the maximum rate allowable by law, from such date until the balance thereof has been paid in full.
Upon termination or expiration of Agreement, nCred shall cease performing any and all services for Client hereunder. Access to the nCred software platform, and files stored on your behalf shall be immediately terminated. Information stored in the nCred software platform is the sole property of nCred. Client is solely responsible for downloading all desired credentialing information and files from the nCred platform prior to termination or expiration.
Client may engage nCred to output credentialing data and files stored in the nCred platform upon termination for a fee of $350 per hour. Client is responsible for providing file output specifications. nCred will prepare a project estimate upon receiving file output requirements and submit the estimate to Client for consideration. The estimated project fees are due in advance of starting the project. If fees run over the estimated amount, additional fees are due prior to receiving the output information.
Non-Solicitation of Employees. Throughout the term of the initial term and any subsequent renewal period and for a period of one year after the expiration or termination of a subscription or provision of any credentialing services, Client shall not, directly or indirectly solicit, hire, attempt to solicit or hire, or participate in any attempt to solicit or hire any person who was, or is, an employee of nCred. Client agrees that engaging in this prohibited activity would cause irreparable damage to nCred entitling nCred to seek and obtain all appropriate injunctive and other equitable remedies.
Representations and Warranties of the Parties. Each party represents and warrants to the other party hereto that such party is authorized to enter into this Agreement by all necessary and proper action and that this Agreement has been duly and validly executed and delivered by such party and is a legal, valid and binding agreement of such party, enforceable against it in accordance with its terms.
Indemnification. Client agrees to indemnify, defend, and hold harmless nCred and its directors, officers, employees, agents, representatives, successors, assigns, subcontractors, members and affiliates from and against any and all claims, demands, actions, settlements or judgments, including reasonable attorneys’ fees and litigation expenses, to the extent that such claims, demands, actions, settlements or judgments are caused by the negligence, actions or omissions of Client or their employees or agents, including, but not limited to, claims against nCred or its affiliates relating directly or indirectly to the Credentialing Information provided to nCred by Client or its Practitioners including credentialing applications that contain false or incomplete information due to Client neglecting to provide all accurate information and disclose all adverse actions of providers.
CVO Clients. nCred does not make credentialing decisions about issuing staff privileges, procedure privileges, approving providers for employment, or in any way suggesting that a healthcare provider is “approved” to meet your organization standards or requirements. nCred provides primary source verification of credentialing elements that are specifically requested by Client as shown on the service quote and that are listed by the healthcare provider on the credentialing application. Client is solely responsible for making credentialing decisions to approve providers for its organization purposes and maintaining credentialing files as they are required by any accrediting body or internal policies and procedures; Including how to proceed with credentialing when there is no response from the primary source.
(a) Each party acknowledges that, in the course of performing its obligations under this Agreement, it may have access to and learn confidential, business, trade secret, peer review, utilization review, proprietary or other like information concerning the other party or third parties to whom the other party has an obligation of confidentiality, including access by Client to software owned by or licensed to nCred (the “Confidential Information”). Each party agrees that it will use Confidential Information of the other party only as may be necessary in the course of performing its obligations under this Agreement, that it will treat the other party’s Confidential Information as strictly confidential, that it will not disclose the other party’s Confidential Information orally or in writing to any third party except with prior written consent of the other party or as required by law and that it will not otherwise appropriate the other party’s Confidential Information to its own use or to the use of any other person or entity. The obligations of this section extend to the employees, agents and contractors of each party and each party shall inform such persons of their obligations hereunder. Furthermore, Client specifically agrees that all software used by nCred in the performance of services hereunder, including without limitation, credentialing systems, and other software, are owned by or licensed to nCred and not Client, notwithstanding whether Client staff are given permission by nCred to utilize such software systems under this Agreement. Furthermore, Client’s access to or use of such software shall not create any right, title, interest, or copyright in such software, and Client shall not retain such software or access to such software beyond the termination of this Agreement.
(b) In the event either party violates the restrictions or fails to comply with the requirements of this section, the non-violating party may, upon notice to the violating party and in addition to any other rights and remedies available to the non-violating party in law or equity, immediately terminate this Agreement upon written notice to the violating party.
(c) The parties acknowledge and agree that, since a remedy at law for any breach or attempted breach of the provisions of this section may be inadequate, the non-breaching party shall be entitled to injunctive and other equitable relief, including specific performance, in case of any such breach or attempted breach, in addition to such other remedies as may exist at law. The parties waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.
Notices. All notices required or permitted hereunder shall be given in writing by hand delivery, by express delivery, or by registered or certified U.S. mail, postage prepaid, as follows:
if to Client, addressed to the correspondence address as given with the Credentialing Information.
if to nCred, addressed to:
5726 Marlin Rd, Ste 420
Chattanooga, TN 37411
Attention: Tony Kuka
or to such other address or to such other person as may be designated by notice given from time to time during the term hereof by one party to the other. Any notice hereunder shall be deemed given upon delivery or refusal of delivery, or if given by mail, five business days after depositing with the U.S. Postal Service in the manner described above.
Assignment. nCred may assign this Agreement without the consent of Client to any affiliate of nCred or to any other entity which is a successor to substantially all of the assets and liabilities of nCred. Client may not assign any of its rights or responsibilities hereunder without the prior written consent of nCred, which will not be unreasonably withheld. All of the terms, provisions, covenants and conditions of this Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the parties hereto.
Amendments and Waivers. This Standard Terms and Conditions may be amended from time to time by nCred. The failure of a party to exercise any of its rights or to give any notice with respect to any default by the other party or otherwise to insist upon the strict performance of the other party’s obligations hereunder shall not be deemed a waiver of such party’s right with respect thereto in the future.
Entire Agreement. The services purchased on a specific quote/order form or through the online store represent the entire agreement between the parties relating to the credentialing services being provided herein and supersedes any and all prior agreements, whether oral or written, between the parties with respect thereto.
Attorneys’ Fees. Should either party institute any action or proceeding arising out of this Agreement, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with such action or proceeding. The determination of which party is the prevailing party shall be made by the court or arbitrator, as applicable, at the time of the action or proceeding, as the case may be. Notwithstanding the foregoing, attorneys’ fees incurred in enforcing any judgment are recoverable as a separate item, and such agreement of the parties is intended to be severable from the other provisions of this Agreement and is intended to survive any judgment and is not to be deemed merged into any judgment.
No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
Governing Law. These terms and conditions shall be governed by and interpreted under the laws of the State of Tennessee.
Force Majeure. Neither party hereto shall be liable for any delay or failure in the performance of any obligation under this Agreement or for any loss or damage (including indirect or consequential damage) to the extent that such nonperformance, delay, loss or damage results from any contingency which is beyond the control of such party, provided such contingency is not caused by the fault or negligence of such party. A contingency for the purposes of this Agreement shall be acts of God, fires, floods, earthquakes, explosions, storms, wars, hostilities, blockades, public disorders, quarantine restrictions, embargoes, strikes or other labor disturbances, and compliance with any law, order or control of, or insistence by any governmental or military authority.
The party claiming to be affected by such contingency shall give immediate notice to the other party, giving full particulars thereof, and all such contingencies shall, as far as is reasonably possible, be remedied with all reasonable efforts and dispatch. The existence of such contingencies shall justify the suspension of performance hereunder by either party and shall extend the time for such performance for a period equal to the period of delay; provided, however, that if such period of delay shall exceed 60 days from the date of such notice, either party shall have the right to terminate this Agreement.
Default. In the event of default on any amounts due under this service agreement, Client understands that nCred may refer the matter to a third party collection agency or attorney for collection. In the event an outstanding balance is turned over to a collection agency or attorney for collection, Client understands that additional collection and/or legal fees will be added to the original amount owed. And Client further agrees to be responsible for and pay such collection and/or legal fees added to the original amount owed.