Terms of Service

By accessing our website, using the Client Portal, or engaging us for services, you agree to these Terms. Specific engagements may be governed by a separate Statement of Work ("SOW") or Master Services Agreement ("MSA") which, together with these Terms, form the complete agreement between the parties. In case of conflict, the SOW or MSA controls.

2. Scope of Services

Sentrix provides professional services to licensed home health agencies, including but not limited to OASIS coding, Plan of Care review, chart quality assurance, ADR support, and consulting. Deliverables, timelines, and acceptance criteria will be defined in the applicable SOW.

• We will perform services using reasonable care and professional skill.
• We rely on the accuracy and completeness of information you provide; you agree to provide timely access to personnel and records necessary for service delivery.

3. Business Associate Agreement & PHI

When services entail access to Protected Health Information (PHI), the parties must execute a Business Associate Agreement (BAA) prior to any PHI exchange. The BAA sets forth permitted uses, safeguards, reporting obligations, and breach procedures. We will handle PHI only as permitted by the BAA and applicable law.

4. Fees, Invoicing & Payment

• Fees and payment terms are specified in the applicable SOW or invoice.
• Invoices are due within the payment term stated on the invoice (typically 30 days) unless otherwise agreed in writing.
• We may use third-party processors (e.g., Stripe) for payment processing. You authorize us to charge the payment method you provide for fees and expenses under the agreement.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for reasonable collection costs, including attorneys' fees.

5. Client Responsibilities

• Maintain necessary licenses and consents to share data and PHI with Sentrix under the BAA.
• Provide accurate source documentation and timely responses to Sentrix inquiries.
• Implement and maintain local clinical and compliance controls; Sentrix does not provide clinical decision-making or direct patient care.

6. Confidentiality

Each party will maintain the confidentiality of Confidential Information disclosed by the other. Confidential Information includes business, technical, and patient data (including PHI). Confidential Information does not include information that is publicly available or independently developed without use of the other party's confidential information.

Recipients will implement reasonable safeguards to protect confidentiality and will only disclose Confidential Information to those with a need to know under obligations of confidentiality.

7. Intellectual Property

• Client retains ownership of its pre-existing data, records, and intellectual property.
• Sentrix retains ownership of methodologies, tools, templates, analyses, and software developed prior to or independently of the engagement.
• Deliverables specifically created for the Client under an SOW will be licensed to the Client for internal use upon full payment, unless otherwise agreed in writing.

8. Warranties and Disclaimers

We warrant that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SENTRIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR SENTRIX'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR VIOLATIONS INVOLVING UNAUTHORIZED DISCLOSURE OF PHI, SENTRIX'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SENTRIX FOR THE AFFECTED SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

Client will indemnify, defend, and hold harmless Sentrix and its officers, directors, employees, and agents from and against any third-party claims arising out of Client's breach of these Terms, Client-provided data (including inaccuracies), Client's misuse of deliverables, or Client's violation of applicable laws.

11. Term and Termination

• These Terms remain in effect until terminated by either party in accordance with the applicable SOW or MSA.
• Either party may terminate a Statement of Work for material breach if the other party fails to cure within thirty (30) days after written notice.
• Termination will not relieve Client of obligations to pay for services performed or expenses incurred prior to termination. Upon termination, Client must return or destroy Sentrix Confidential Information and outstanding fees become due immediately.

12. Data Return, Access, and Deletion

Upon expiration or termination, Sentrix will, at Client's direction, return or securely destroy Client data (including PHI) in our possession, subject to any legal retention obligations. If data destruction is requested, Sentrix will provide a certificate of destruction upon completion.

13. Security Incidents and Breaches

Sentrix maintains incident response procedures and will notify Client without unreasonable delay if it discovers an incident reasonably believed to involve unauthorized access to Client data or PHI. Notification will include available details and Sentrix's remediation plan. Sentrix will cooperate with Client and regulatory authorities as required by law and the BAA.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California without regard to conflict of law principles. The parties will attempt to resolve disputes in good faith. If unresolved within 60 days, disputes will be resolved in the state or federal courts located in Los Angeles County, California, which will have exclusive jurisdiction.

15. Miscellaneous

• Force Majeure: Neither party will be liable for delays caused by events beyond its reasonable control.
• Assignment: Client may not assign its rights or delegate its obligations without Sentrix's prior written consent, except to a successor in connection with a merger or sale of substantially all assets.
• Notices: Notices must be in writing and sent to the addresses in the SOW or to contact@sentrix-solutions.com for Sentrix.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

16. Contact

For questions about these Terms, please contact:

These Terms were last updated on October 17, 2025.