This Employer Agreement governs Employer’s enrollment in and use of Voyage Direct Primary Care’s services. Bold terms have the definitions set forth herein.
By clicking the box indicating acceptance, Employer agrees to the terms of this Agreement. The individual accepting this agreement on behalf of the Employer represents that he or she has the authority to bind such entity and its affiliates to these terms and conditions. If the individual accepting this agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use these services.
This Agreement was last updated on August 10, 2022. It is effective between Employer and Voyage Direct Primary Care as of the date of Employer’s accepting this Agreement (the “Effective Date”).
Clinic means Voyage Direct Primary Care, a Direct Primary Care (DPC) practice specializing in primary care.
Employer means the company or other legal entity for which the individual clicking the box indicating acceptance is accepting this Agreement.
Qualified Member means an employee (and his/her family members who are authorized by Employer) who is eligible for, and listed on the employer roster.
Services means a package of services, both medical and non-medical, and certain amenities, which are offered by the Clinic and set forth at in Appendix A, attached to this agreement and incorporated by reference.
2. FEES. In exchange for certain fees to be paid by the Employer, the Clinic agrees to provide Qualified Members with Services under the terms and conditions set forth in this Agreement.
2.1. Invoicing and Payment. Employer will provide the Clinic with valid and updated credit card information or with valid ACH bank draft information. Employer authorizes Clinic to charge such credit card or ACH bank draft for all membership fees for Qualified Members listed on Employer’s roster. Such charges shall be made monthly, in advance. Employer is responsible for providing complete and accurate billing, roster, and contact information to Clinic and notifying Clinic of any changes to such information.
2.2. Identification of Eligible Members. Employer will provide the Clinic with a roster, which shall identify all Qualified Members. Employer will update the roster as necessary and notify the Clinic immediately when an employee is no longer employed or otherwise ceases to be a Qualified Member. Likewise, Clinic shall provide Employer with invoices at Employer’s request, identifying all Qualified Members for which Employer is being billed.
3. SUBSCRIPTION AGREEMENT.
3.1. Non-Participation in Insurance. Employer acknowledges that neither the Clinic, nor its Providers participate in any health insurance, HMO plans or panels. The Clinic makes no representations that the fees paid under this Agreement will be covered by the Qualified Member’s health insurance or other third-party payment plans. Employer understands that it is the Qualified Member’s responsibility to determine whether reimbursement is available from a private, non-governmental insurance plan or HSA and to submit any required billing.
3.2. Not Insurance, Health Plan, or Other Medical Coverage. Employer acknowledges that this Agreement is not a contract that provides health insurance for Qualified Members, and is not intended to be a substitute for employee health coverage or replace any existing health plan or coverage that Employer might offer. Employer understands that the Clinic is a DPC practice, and that the Clinic has advised Employer to consult with a health insurance professional for advice on obtaining employee health insurance coverage to compliment DPC care.
4. TERM; TERMINATION. This Agreement will commence on the effective date cited above and will extend for one year. However, either party has the absolute and unconditional right to terminate the Agreement without cause by giving the other party 90 days prior written notice.
4.1. Early Termination. If the Agreement is terminated by written notice before the end of the initial term, Clinic will review and settle Employer’s account. If the value of the services received by Qualified Members over the term of the agreement exceeds the amount Employer paid in membership fees, Employer will reimburse Clinic an amount equal to the difference between the value of the services received and the amount Employer paid in membership fees over the term of the Agreement. Employer acknowledges that the value of the services is equal to Clinic’s usual and customary fee-for-service charges. Employer understands that a copy of these fees is available upon request.
4.2. Automatic Renewal. Unless terminated as set forth above, this Agreement will renew automatically for another one year term at the expiration of the current term.
5. GENERAL PROVISIONS
5.1. Jurisdiction. This Agreement shall be governed and construed under the laws of the State of Utah. All disputes arising out of this Agreement shall be settled in the court of proper venue and jurisdiction for Clinic in American Fork, Utah.
5.2. Change of Law. If there is a change of any relevant law, regulation or rule, federal, state or local, which affects the terms of this Agreement, the parties agree to amend this Agreement to comply with the law.
5.3. Severability. If any part of this Agreement is considered legally invalid or unenforceable by a court of competent jurisdiction, that part will be amended to the extent necessary to be enforceable and the remainder of the contract will stay in force as originally written.
5.4. Amendment. No amendment of this Agreement shall be binding on a party unless it is in writing and signed by all the parties, except for amendments made in compliance with Section 5.2, above.
5.5. Assignment. This Agreement, and any rights Employer may have under it, may not be assigned or transferred by Employer without written permission of the Clinic.
5.6. Relationship of Parties. Employer and the Clinic intend and agree that the Clinic, in performing these duties under this Agreement, is an independent contractor, as defined by the guidelines promulgated by the United States Internal Revenue Service and/or the United States Department of Labor. As such, the parties’ relationship is not to be construed as that of partners, employee/employer, joint venture, etc., and the Clinic shall have exclusive control of its work and the manner in which it is performed.
5.7. Arbitration. All disputes arising out of this Agreement will be submitted to arbitration in the county in which the Clinic is located, pursuant to the rules of the American Arbitration Association then in existence in the State of Utah. The decision in arbitration shall be conclusive and binding on the parties and may be reduced to judgment in any court of competent jurisdiction. The parties expressly waive their right to trial in any court.
6. MISCELLANEOUS. This Agreement shall be construed without regard to any rules requiring that it be construed against the party who drafted the Agreement. The captions in this Agreement are only for the sake of convenience and have no legal meaning.
6.1. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written understandings and agreements regarding the subject matter of this Agreement.
6.2. Notice. All written notices are deemed served if sent to the address of the undersigned parties by first class U.S. mail.
1. Medical Services.* Medical Services under this agreement are those medical services that the Physician is permitted to perform under the laws of the State of Utah, are consistent with Physician’s training and experience, are usual and customary for a family medicine physician to provide, and include the following (as deemed appropriate and medically necessary by the physician):
- Acute and Non-acute Office Visits
- Osteopathic Manipulative Treatment
- Well-Woman Care/ Pap Smear*
- Well-Baby/Well-Child Visits
- Mission, School, and Sports Physicals
- Pre-employment Physicals
- Chronic Disease Management
- Electrocardiogram (EKG)
- Blood Pressure Monitoring
- Diabetic Monitoring
- Breathing Treatments (nebulizer or inhaler with spacer)*
- IUD Insertion and Removals*
- Rapid Test for Strep Throat*
- Aspiration/injection of joint*
- Minor Fracture Care
- Sprains, Strains, and Dislocation
- Toenail Removal*
- Warts and Cryosurgery*
- Removal of Cerumen (ear wax)*
- Wound Repair and Sutures*
- Abscess Incision and Drainage*
- Basic Vision/Hearing Screening
- At Physician’s discretion, additional services may be offered for an additional fee.
- Drawing basic labs. Labs and testing that cannot be performed in-house will be offered at a discounted rate through select vendors.*
- Imaging Services are offered at a discounted rate through select vendors.*
*Qualified Member is responsible for all costs associated with any procedure, laboratory testing, specimen analysis, and imaging services.
The Qualified Member is also entitled to a personalized, annual in-depth “wellness examination and evaluation,” which shall be performed by the Physician, and may include the following, as appropriate:
• Detailed review of medical, family, and social history and update of medical record;
• Personalized Health Risk Assessment utilizing current screening guidelines;
• Preventative health counseling, which may include: weight management, smoking cessation, behavior modification, and stress management;
• Custom Wellness Plan to include recommendations for immunizations, additional screening tests/evaluations, fitness and dietary plans;
• Complete physical exam & form completion as needed.
2. Non-Medical, Personalized Services. PRACTICE shall also provide Qualified Member with the following non-medical services (“Non-Medical Services”), which are complementary to our members in the course of care:
a. After Hours Access. Qualified Member shall have direct telephone access to the Physician seven days per week. Qualified Member shall be given a phone number where Qualified Member may reach the Physician directly for guidance regarding urgent concerns that arise unexpectedly after office hours. Video chat and text messaging may be utilized when the Physician and Qualified Member agree that it is appropriate.
b. E-Mail Access. Qualified Member shall be given the Physician’s e-mail address to which non-urgent communications can be addressed. Such communications shall be dealt with by the Physician or staff member of PRACTICE in a timely manner. Qualified Member understands and agrees that email and the internet should never be used to access medical care in the event of an emergency, or any situation that Qualified Member could reasonably expect may develop into an emergency. Qualified Member agrees that in such situations, when a Qualified Member cannot speak to Physician immediately in person or by telephone, that Qualified Member shall call 911 or go to the nearest emergency medical assistance provider, and follow the directions of emergency medical personnel.
c. Same Day/Next Day Appointments. When Qualified Member calls or e-mails the Physician prior to noon on a normal office day (Monday through Friday) to schedule an appointment, every reasonable effort shall be made to schedule an appointment with the Physician on the same day or the next day, depending on the patient’s medical need and urgency.
d. Specialists Coordination. Clinic and Physician shall coordinate with medical specialists to whom Qualified Member is referred to assist Qualified Member in obtaining specialty care. Qualified Member understands that fees paid under this Agreement do not include and do not cover specialist’s fees or fees due to any medical professional other than the Clinic Physician.