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Terms and Conditions

Last Updated: October 9th, 2024

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These Terms and Conditions ("Terms") govern your access to and use of the services provided by PrecisionOR, LLC ("Company", "We", or "Us"), including analytics dashboards leveraging third-party software. By using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please refrain from using our services.

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Definitions

  • "Company" refers to PrecisionOR.

  • "Client" refers to any individual, organization, or entity that enters into an agreement with the Company to use the services.

  • "Services" refer to the consultancy and analytics dashboards offered by PrecisionOR, powered by third-party analytics software.

  • "Third-Party Providers" refer to external vendors whose software is integrated into PrecisionOR's offerings.

  • "Agreement" refers to any signed agreement between the Company and Client outlining specific engagement details.

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Services Provided

PrecisionOR provides data-driven consulting services, primarily through custom analytics dashboards, to assist healthcare facilities in optimizing operational performance. These dashboards integrate third-party analytics software to deliver actionable insights. Services may also include strategic recommendations based on data analysis, training on the use of dashboards, and ongoing support.

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We do not collect, store, or process any patient personal health records as part of our engagement.

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Use of Third-Party Software

Our services rely on third-party analytics software to generate insights and deliver dashboards. PrecisionOR partners with leading software providers to ensure quality and functionality, but we are not responsible for any interruptions, errors, or performance issues arising from the third-party software.

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Clients may need to adhere to the terms and conditions of the third-party software providers separately. In such cases, it is the client’s responsibility to ensure compliance with those terms, including obtaining any necessary licenses.

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User Responsibilities

As a Client of PrecisionOR, you are responsible for:

  • Providing accurate and complete data necessary for performing the services.

  • Ensuring that the data provided does not include any personal health records or other sensitive information covered under regulations like HIPAA.

  • Complying with all applicable laws, including privacy and data protection laws, that govern your use of the services.

  • Maintaining the confidentiality of login credentials for access to the dashboards or services.

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Data Privacy and Security

Since PrecisionOR does not collect, store, or process any patient personal health information (PHI), HIPAA does not apply to our services. However, we still prioritize the privacy and security of the operational and non-personal data that clients share with us.

  • Data Usage: The data provided by Clients is only used to generate analytics and insights relevant to their business operations.

  • Security: We implement industry-standard encryption and secure data transfer protocols to protect the integrity and confidentiality of the data provided by Clients. However, since we rely on third-party software for analytics, we cannot guarantee complete security and are not liable for any breaches or vulnerabilities originating from these third-party providers.

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Confidentiality

Both PrecisionOR and the Client agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement. This includes:

  • Business strategies, analytics methodologies, and non-public operational data provided by either party.

  • Information provided to PrecisionOR to deliver the analytics services, excluding any data publicly available or already lawfully known to the receiving party.

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Confidentiality obligations remain in effect for three years after the termination of the Agreement, unless otherwise agreed upon in writing.

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Payment Terms

The Client agrees to pay all fees associated with PrecisionOR’s services as outlined in the Agreement. Payment terms are as follows:

  • Billing: PrecisionOR will invoice the Client either on a monthly basis or per project milestone, depending on the engagement model.

  • Due Date: Payments are due within 30 days from the date of the invoice unless specified otherwise in the Agreement.

  • Late Payments: Late payments are subject to a 1.5% late fee per month on any outstanding balance. PrecisionOR reserves the right to suspend services if payments are overdue by more than 60 days.

  • Taxes: The Client is responsible for any applicable taxes, except for those based on PrecisionOR's income.

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Location of Services

PrecisionOR’s services, including the delivery of dashboards and consultancy, are provided remotely unless otherwise specified in a separate agreement. Our team operates from Columbus, Ohio and all services, support, and communications will generally be conducted via virtual means such as email, phone, and video conferencing.

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The Client acknowledges and agrees that PrecisionOR may perform services from any location, including internationally, unless the parties agree otherwise in writing. Any travel for on-site services, if applicable, will be outlined separately in the Agreement and may incur additional costs.

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Key Assumptions​

This section sets expectations for how PrecisionOR and the client will collaborate during the engagement. It ensures that both parties understand the importance of timely decisions, accurate information, and clear communication. It also outlines the process for handling changes and defines responsibilities for ensuring project success while managing risks like delays or scope changes. The aim is to establish a framework that supports smooth project execution and minimizes misunderstandings.​​

The timeline, project duration, and resource allocation are based on the prompt execution of this Engagement and, where applicable, the Agreement. Delays in execution may impact the schedule and fees.

Intellectual Property

PrecisionOR retains all rights, title, and interest in and to the dashboards, proprietary analytics models, and any methodologies developed during the course of providing the services.

  • Client License: Upon full payment of all applicable fees, the Client receives a non-exclusive, non-transferable license to use the dashboards and analytics insights for internal purposes only.

  • Restrictions: Clients may not reverse-engineer, decompile, or otherwise attempt to extract the source code or algorithms behind the dashboards or software.

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Limitation of Liability

To the fullest extent permitted by law:

  • PrecisionOR will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

  • PrecisionOR's total liability to the Client for any claim arising under these Terms or any Agreement will be limited to the total fees paid by the Client to PrecisionOR in the 12 months preceding the claim.

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We are not liable for issues arising from third-party software, interruptions in service, or errors in the data provided by the Client.

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Indemnification

The Client agrees to indemnify and hold PrecisionOR harmless from any claims, damages, losses, or expenses arising from:

  • The Client's use of the services, including the use of third-party software integrated into our solutions.

  • Any violation of applicable laws by the Client, including but not limited to data privacy or security regulations.

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Termination

Either party may terminate the Agreement for any reason with 30 days’ written notice. PrecisionOR may terminate the Agreement immediately if the Client:

  • Fails to make timely payments.

  • Breaches any material obligations outlined in these Terms or the Agreement.

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Upon termination:

  • The Client’s access to dashboards and services will be revoked.

  • Any data or analytics previously provided to the Client will remain the Client's property, and PrecisionOR will either return or destroy the data per the Client’s instructions.

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Warranties and Disclaimers

PrecisionOR provides services on an "as is" basis and makes no warranties, express or implied, regarding the accuracy, completeness, or reliability of the analytics provided through our dashboards. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

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PrecisionOR does not guarantee uninterrupted or error-free access to the dashboards or third-party software.

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Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the Agreement, or the services provided, both parties agree to attempt to resolve the issue through good-faith negotiations. If the dispute cannot be resolved within 30 days through such negotiations, the parties agree to the following resolution process:

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Mediation: The parties shall first submit the dispute to non-binding mediation, facilitated by a mutually agreed-upon mediator. The mediation will be conducted in Columbus, Ohio, unless otherwise agreed in writing. The cost of mediation will be shared equally between both parties.

 

Arbitration: If mediation fails to resolve the dispute, the matter will be submitted to binding arbitration. The decision of the arbitrator(s) will be final and binding, and judgment may be entered upon it in any court having jurisdiction.

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Governing Law

These Terms and any Agreement will be governed by and construed in accordance with the laws of the State of Ohio. Any disputes arising from these Terms will be resolved in the courts located in Columbus, Ohio.

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Changes to Terms

PrecisionOR reserves the right to update or modify these Terms at any time. Clients will be notified of any material changes via email or through our service platform. Continued use of the services after the changes have been implemented constitutes acceptance of the revised Terms.

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