Business Policies - Lilac Direct Primary Care

Lilac Direct Primary Care PLLC

Direct Practice Membership Agreement

This Direct Practice Membership Agreement (Agreement) is offered by Lilac Direct Primary Care, PLLC, a Washington State professional limited liability company (Practice) and will be entered into on the date signed (Effective Date) by the member patient (Direct Patient). Practice and Direct Patient may be referred to collectively as (Party) or (Parties). If the Direct Patient is a minor individual, then this Agreement may be signed by the Direct Patient’s legal guardian.

This Agreement is intended to comply with all relevant federal and Washington State laws regarding the subject matter of this Agreement, including but not limited to RCW 48.150 [Direct Patient-Provider Primary Health Care] and any rules promulgated by the Washington State Office of the Insurance Commissioner (Laws). If there are any conflicts between this Agreement and the Laws, the Laws will prevail and the Parties agree to amend this Agreement so that it conforms to the Laws as currently enacted or new Laws or amendments to the Laws.

Words in (parenthesis) are terms defined for this Agreement, or parenthetical expressions. Words in [brackets] are references to articles or paragraph headers, or titles of statutes provided for ease of understanding.

RECITALS

Practice provides several different programs (Programs) of personalized primary care services as defined in RCW 48.150.010: “Primary care: means routine health care services, including screening, assessment, diagnosis, and treatment for the purpose of promotion of health, and detection and management of disease or injury” (Services). The Program(s) selected by the Direct Patient will be delivered in accordance with the terms of this Agreement, including the terms of the Program(s) chosen by the Direct Patient from time-to-time. If there is any conflict between the terms of this Agreement and the specific terms of any Program, the terms of the Program will prevail.
Direct Patient, according to the terms of this Agreement, desires to contract with Practice to obtain the Services described in this Agreement and the attached Program(s).

In consideration of the above preamble and recitals, and the mutual promises in this Agreement the Parties agree as follows:

AGREEMENT

DEFINITIONS. Throughout this Agreement, the following terms will have the following meanings:

1. Direct Patient will mean the individual (or individuals) specifically named below and documented on the appropriate Direct Patient Intake Form(s). If one or more minors, incapacitated person or persons subject to a power of attorney are documented on the appropriate Direct Patient Intake form(s), then Direct Patient will include, jointly and severally, the parent, legal guardian, or surrogate decision maker of the Direct Patient.
Practice will mean Lilac Direct Primary Care PLLC together with any and all of its health care practitioners.
Program means the specific Primary Care Service program selected by Direct Patient from time-to-time and added to this Agreement. The Programs currently available include the Programs listed immediately below in this Paragraph 1.3. Practice may change any element of a Program (including the Fees) at any time with respect to potential new Direct Patients or may change any Program that is in effect as often as one time per year with 60 day written notice of the change to the Direct Patient.
1. Program 1: General Membership
2. Program 2: Newborn Package
3. Program 3: Home Care Package
What Is Not Included in Programs. Services that are listed on the Non-Member Services list on the website (https://lilacdpc.com) are not included in the Programs, including, but not limited to:
1. 1. 1. Home visits (outside the Home Care Package) dependent on location
    2. Lab, medication, imaging, and/or pathology fees not covered by membership.

FEES
Direct Fees. In consideration for the Services provided, Direct Patient agrees to pay Practice, the amounts set forth in each Direct Patient-selected Program attached to this Agreement. All fees will be billed and are payable on the same day as the Effective Date of each month for any month during which a Program is in effect. Direct Patient agrees that Practice may charge their credit card, debit card or bank account monthly to collect the Direct Fees.
Direct Fees will be paid in advance each month on the same date as the Effective Date. The Direct Fees owed for the month of termination of this Agreement will be prorated by the number of days in the month prior to the termination date and any unearned Direct Fees will be returned to the former Direct Patient.
Fees for Additional Services. If Direct Patient requests and receives services that are in addition to those described in any Program, Direct Patient agrees to pay Practice at its standard rate for the Services provided. Additional Service fees and costs will be included in the regular monthly invoice.
Prorata Fees. Direct Patient agrees to pay a prorata amount of the Direct Fees at the end of a Program that Direct Patient has terminated.
Costs. Direct Patient agrees to reimburse Practice for any costs incurred by Practice on behalf of Direct Patient for services or materials required to provide the Services included in the Program(s) (Costs). Prior to incurring any Costs, Practice agrees to provide written notice to the Direct Patient of any costs and provide the option to the Direct Patient of avoiding the costs. PROVIDED THAT MEMBER PATIENT ASSUMES ALL RISKS OF HARM TO THE MEMBER PATIENT THAT MIGHT BE CAUSED BY AVOIDING THE COSTS AND MEMBER PATIENT INDEMNIFIES AND HOLDS PRACTICE HARMLESS FOR ANY HARM CAUSED BY AVOIDING THE COSTS AND FOR ANY FAILURE TO DELIVER THE PRIMARY CARE SERVICES TO WHICH THE COSTS WERE RELATED.

REFUND POLICY
Refund Eligibility: A refund will only be considered if requested within 30 days of payment and if the patient has not received any healthcare services during that 30-day period.
Request Process: To request a refund, contact us within 30 days of payment at info@lilacdpc.com with account details and reasons for the request.
Refund Consideration: We will review your request and, if eligible, process the refund within five working days.
Non-Eligible Refunds: No refunds will be granted if healthcare services were provided during the 30-day period. Outstanding fees must be settled before a refund can be processed.
Contact Us: For refund-related inquiries or requests, please reach out to us at info@lilacdpc.com.

REFUSAL OF SERVICE, TERM, AND TERMINATION

1. Refusal of Service. Practice may decline to accept any individual as a Direct Patient, or to provide a particular Program to any individual, if:
  1. Practice or the Program has reached its maximum capacity, or
The Direct Patient’s or prospective Direct Patient’s medical condition is such that Practice reasonably believes that it is unable to provide the appropriate level and type of health care services through a Program.
Practice will provide written notice of Refusal of Service, and opportunity to obtain care from another health care provider.

Term. This Agreement shall have an initial term of twelve (12) months, commencing on the Effective Date. After the initial term, this Agreement will automatically renew for additional one-year terms until either Party terminates the Agreement consistent with this Paragraph 3.
Any Program can be added or terminated consistent with this Paragraph 3 without affecting any other terms of this Agreement or any other Program.

Termination of Agreement or Program by Practice. Practice may discontinue care under this Agreement or any Program if Practice discontinues operation as a Direct Practice, or if, in the opinion of Practice, in its sole and absolute discretion, the Direct Patient:
1. Fails to pay any Fees or Costs owed under this Agreement, after more than thirty (30) days from when the Fees or Costs were due;
Has committed an act that constitutes fraud;
Repeatedly fails to comply with the recommended treatment plan; or
Is abusive and presents an emotional or physical danger to the staff or other patients of Practice.
Termination by Direct Patient. Direct Patient may terminate this Agreement at any time and for any reason, with or without cause, upon giving written notice to Practice. Direct Patient agrees to pay a prorated portion of the Fees owed for the Program(s) for any partial months and will reimburse all Costs invoiced by the Practice.

NO HEALTH INSURANCE
Non-participation and No Health Insurance. Direct Patient understands and acknowledges that Practice does NOT participate in any private or government funded health insurance, PPO or HMO plans or panels, AND THAT THIS AGREEMENT DOES NOT PROVIDE COMPREHENSIVE HEALTH INSURANCE COVERAGE. IT PROVIDES ONLY THE SPECIFIC HEALTH CARE SERVICES DESCRIBED IN A PROGRAM SELECTED BY DIRECT PATIENT, MUTUALLY AGREED IN WRITING, AND ATTACHED TO THIS AGREEMENT.
Direct Patient Responsible for Payments to Practice. Direct Patient will not submit fees or costs for any specific Services to any federal or state government health care program (including Medicare, Medicaid, Tri-Care, Veterans Affairs, Federal Employee Health Benefits, etc.) for Services even if deemed to be a covered service under such third-party insurance plan, and acknowledges that neither Practice nor its professionals will bill any private or government third-party health insurance plan for the Services provided to Direct Patient. Direct Patient will, therefore, remain fully and completely responsible for payment to Practice.
Affordable Care Act and Workers’ Compensation. This Agreement does not qualify as minimum essential coverage to satisfy the individual shared responsibility provision of the Direct Patient Protection and Affordable Care Act, 26 U.S.C. s. 5000A. This Agreement is not worker’s compensation insurance and does not replace an employer’s obligations under chapter 440.
Fees Submitted to Insurer. Direct Patient may submit Fees paid to Practice under this Agreement to a private insurer and may request data from Practice for this purpose. Practice does not make any representation or warranty that any fees paid under this Agreement are covered by Direct Patient’s health insurance or other third-party payment plans applicable to the Direct Patient. Direct Patient hereby represents and warrants that Practice has advised Direct Patient to either obtain or keep in full force such health insurance policy(ies) or plan(s) that will cover Direct Patient for health care costs not covered by this Agreement, including but not limited to: 1. Hospitalization; 2. Surgeries; 3 Specialty care; 4. Emergency care; and 5. Other general health care services Direct Patient acknowledges that this Agreement does not cover hospital services, or any services not personally provided by Practice.
PRIVATE CONTRACT. If Direct Patient signs up for Medicare during the term of this Agreement, then Direct Patient agrees that this Agreement will automatically terminate, unless Practice has opted out of Medicare and Direct Patient signs a Private Contract in the form provided by Practice. To the extent required by law, Direct Patient agrees to enter into a renewed Private Contract every two (2) years, as requested by Practice.
COMMUNICATIONS. Direct Patient understands and agrees that e-mail communications (outside of the secure patient portal), facsimile, video chat, instant messaging, and cell phone are not guaranteed to be encrypted, secure or confidential methods of communications. Direct Patient agrees that any communications made outside of the patient portal are made at Direct Patient’s risk with respect to all e-mail communications. Direct Patient understands that use of electronic communication outside of the secure patient portal has inherent limitations, including possible breach of privacy or confidentiality, difficulty in validating the identity of the parties, and possible delays in response.

1. Sensitive Medical Information; Response by Practice. Practice will not respond to e-mails or other messages that contain sensitive medical information. If a response is requested, Practice will respond through the secure patient portal. Though it is Practice’s policy only to respond through the patient portal, by initiating correspondence through an unsecure and/or unencrypted channel, Direct Patient expressly waives Practice’s obligation to guarantee confidentiality with respect to correspondence using such means of communication. Direct Patient understands and acknowledges that Practice may retain any communications between Practice and Direct Patient and include such communications in Direct Patient’s medical record.
Emergency or Time-Sensitive Issues. Direct Patient understands and agrees that portal messaging or e-mail are not appropriate means of communication regarding emergency or other time-sensitive issues or for inquiries regarding sensitive information. In the event of an emergency, or a situation which Direct Patient reasonably believes could develop into an emergency, Direct Patient will call 911 or proceed to the nearest emergency room, and follow the directions of emergency personnel.
Non-Urgent Messages Only. Practice checks telephone and portal messages during business hours and responds to them on a regular basis throughout the week. Portal messages are to be used for non-urgent messages only, and a response will generally be sent within two (2) business days, unless otherwise specified in the specific Program. By leaving a telephone or portal message, Direct Patient acknowledges and agrees that a prompt reply is NOT required or expected and acknowledges that Direct Patient will not use portal messages to deal with emergencies or other time sensitive issues.
Disclaimer of Liability by Practice. Practice expressly disclaims any liability associated with any loss, cost, injury, or expense caused by, or resulting from a delay in responding to Direct Patient as a result of any action, inaction, technical issues, or activity outside Practice’s control, including but not limited to, (i) technical failures attributable to any Internet service provider; (ii) power outages, failure of any electronic messaging software, or failure to properly address portal messages; (iii) failure of Practice’s computers or computer network, or faulty telephone or cable data transmission; (iv) any interception of e-mail communications by a third-party; or (v) Direct Patient’s failure to comply with the guidelines regarding use of e-mail communications set forth in this Paragraph 6.

GENERAL PROVISIONS

Binding; Assignment. The Parties intend that this Agreement be legally binding upon and will inure to the benefit of each of them and their respective successors, assigns, executors, administrators, heirs, and estates. Neither Party may assign this Agreement without prior written consent of the other Party, which may be withheld in the other Party’s sole and absolute discretion, provided that approval of an assignment due to a change of ownership or change of entity type will not be unreasonably withheld.

Change of Laws. If there is a change of any law, regulation or rule, federal, state or local, (“Applicable Law”) which affects this Agreement, or the duties or obligations of either Party under this Agreement, or any change in the judicial or administrative interpretation of any such Applicable Law, and either Party believes reasonably in good faith that the change will have a substantial adverse effect on their rights, obligations or operations associated with this Agreement, then either Party may, upon written notice, require the other Party to enter into good faith negotiations to renegotiate the terms of this Agreement. If the Parties are unable to reach an agreement concerning the modification of this Agreement within forty-five (45) days after receipt of the Notice, then either Party may immediately terminate this Agreement by written notice to the other Party.

Relationship of Parties. Direct Patient and Practice intend and agree that Practice, in performing Services pursuant to this Agreement, is an independent contractor, as defined by the guidelines promulgated by the United States Internal Revenue Service and the United States Department of Labor and [[State]] Departments of Labor and Industries. Practice will have complete control over the manner in which the Services are performed.

Legal Representation. Direct Patient understands and acknowledges that this Agreement is a legal document that creates certain rights and responsibilities. Direct Patient represents and warrants that they have had reasonable time to seek legal advice regarding this Agreement and has either chosen not to do so or has done so and is satisfied with the terms and conditions of this Agreement.

Satisfaction of the Comprehensive Disclosure Statement. Direct Patient acknowledges and agrees that the terms of this Agreement and any Programs satisfies the requirement for a comprehensive disclosure statement informing Direct Patient of their financial rights and responsibilities to the Practice and encouraging Direct Patient to obtain and maintain insurance for services not provided under this Agreement.

1. Any questions or concerns of Direct Patient that are not satisfied by Practice may be referred to the Washington State Office of the Insurance Commissioner:
  1. Phone: 1-800-562-6900
  2. Website: https://insurance.wa.gov

Force Majeure. Neither Party will be liable to the other for the failure or delay in the performance of any of the obligations under this Agreement when such failure or delay is due, directly or indirectly, to any act of God, acts of civil or military authority, acts of public enemy, terrorism, fire, flood, strike, riots, wars, embargoes, governmental laws, orders or regulations, storms or other similar or different contingencies beyond the reasonable control of the respective Parties.

Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter. No modification of this Agreement will be binding unless in writing and signed by all Parties.

Notices. All Notices will be delivered electronically whenever possible. All Parties must ensure that the mailing or email address is maintained on the other Parties’ records to reflect current email address. All Parties that do not consent to electronic delivery must provide a mailing address to which Notices may be sent. Delivery of a Notice to a mailing or email address on file for a Party that is no longer current will be effective delivery of Notice, unless delivery to the address or email address in the sender’s records is unsuccessful for two consecutive Notices and the inability becomes known to the sender. Notice will be deemed to have been given when the Notice is electronically directed to the email address designated by the Party for that purpose, or if permission for electronic notices has been revoked by a Party, then Notice will be deemed to have been given five (5) days after being deposited with the United States Postal Service, first class delivery postage prepaid.

Amendments. No course of performance or other conduct subsequently pursued or acquiesced in, and no oral agreement or representation subsequently made, by any Party, and no usage of trade, will amend this Agreement or impair or otherwise affect any rights, remedies or obligations of a Party pursuant to this Agreement. No amendment to this Agreement will be effective unless made in a writing and signed by all Parties.

Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement will be prohibited by or invalid under such law, it will be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it will be prohibited or invalid only to the extent of such prohibition or invalidity.

Creditors and Third Parties. None of the provisions of this Agreement will be for the benefit of or enforceable by any third party.

Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.

Governing Law. This Agreement and all related documents and all matters arising out of or relating to this Agreement will be governed by, and construed in accordance with, the laws of Washington Stae without giving effect to the conflict of law provisions of Washington State to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of Washington State.

Jurisdiction, Arbitration, Attorney Fees and Costs. The parties submit to the exclusive jurisdiction of Washington State and the state or federal courts located in Spokane County. Any controversy or claim arising out of or relating to this Agreement will be settled by arbitration administered according to the rules of the Superior Court Civil Arbitration Rules (SCCAR) and judgment on the award rendered by a single arbitrator will be entered in state or federal courts located in Spokane County in Washington State. If the Parties cannot agree on a single arbitrator within 20 days after notification of intent to arbitrate provided in writing by a Party to the other Parties, then any Party may petition the Superior Court of Washington State located in Spokane County to name a single arbitrator. The substantially prevailing party will be entitled to reasonable attorney fees and costs.

Miscellaneous. This Agreement will be construed without regard to any presumptions or rules requiring construction against the Party causing the instrument to be drafted. Captions in this Agreement are used for convenience only and will not limit, broaden, or qualify the text.

SIGNATURE OF DIRECT PATIENT COMPLETED ON-LINE