The commercial terms on which Apex Courier Logistics Group LLC, DBA Apex Medical OC provides clinical logistics and compliance-testing services. Where an executed service agreement exists, it controls over these terms. Protected Health Information is governed by the executed Business Associate Agreement.
These Terms of Service are entered into between Apex Courier Logistics Group LLC, DBA Apex Medical OC (“Apex”), California Entity No. B20260171016, and the organization that requests or receives services (“Client”). They apply to every request, dispatch, collection, and delivery unless an executed service agreement provides otherwise. See Section 16 on order of precedence.
Acceptance occurs when the Client clicks to agree in an Apex interface, signs an Apex service agreement or work order, or requests and receives service after being presented with these terms. Each click-to-agree acceptance is recorded with the identity of the accepting user, the exact document version accepted, a UTC timestamp, and the originating IP address. That record is retained as a compliance record and is producible in the event of a dispute about what was agreed and when. The individual accepting represents that they are authorized to bind the Client.
Apex provides the Services described in the executed service agreement or work order. Apex is an independent contractor. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship, and Apex does not act as the Client’s Designated Employer Representative, Medical Review Officer, laboratory, or Substance Abuse Professional.
Apex is a logistics and collection provider. Apex does not practice medicine, does not diagnose, does not interpret laboratory results, and does not provide legal advice. Federally regulated testing services are performed under 49 CFR Part 40 as described on the DOT Compliance Statement. Services involving Protected Health Information are performed only after a Business Associate Agreement has been executed. Service coverage is South Orange County and adjacent areas as dispatch conditions allow, and Apex may decline any request that is unsafe, unlawful, outside its coverage, or beyond its capability at the time.
Apex’s performance depends on conditions only the Client controls. The Client agrees to the following, and a failure of any of them may cause delay, additional charges, or refusal of a specimen.
Scheduled and recurring service is performed within the agreed windows. STAT service is dispatched on request, 24 hours a day, subject to available capacity at the moment of the request.
Apex commits to STAT dispatch initiated within 30 minutes across South Orange County. That commitment means an operator is assigned and dispatched from the Mission Viejo hub within 30 minutes of acceptance of a STAT request. It is not a pickup-arrival guarantee. It is expressly not a guarantee of transit time, of total elapsed time to the receiving facility, or of any downstream laboratory turnaround. Transit is affected by traffic, weather, facility access, and receiving-site conditions, and laboratory processing is performed by an independent party over which Apex has no control.
Apex confirms acceptance of each STAT request by SMS or telephone and provides arrival and delivery notifications. If Apex cannot meet a requested window, it will say so at the time of the request rather than accept and miss it. Requests outside immediate South Orange County are accepted on a best-effort basis and are quoted individually.
All distance-based and time-based charges are calculated by the Apex platform on the following model, and all of them are governed by the Rate Schedule in the executed service agreement. Nothing in this section sets a price.
Every surcharge appears as a discrete line item on the invoice with the underlying timestamps and geofence events available to the Client, so a charge can be checked against the run record rather than accepted on trust.
The platform calculates surcharges automatically, but it does not release them automatically. Any exception, waiver, adjustment, or disputed surcharge passes through a human-decision gate: an authorized Apex person reviews the run record, the geofence events, and the circumstances, and either approves, adjusts, or waives the charge before it is invoiced.
The Client may raise an exception on any line item within the period stated in the executed service agreement, or absent such a period, within 30 days of the invoice date. Apex will produce the supporting record for any charge on request. Where a charge arose from an Apex delay, error, or equipment failure, Apex waives it. Where it arose from a site condition, an access failure, or a specimen problem attributable to the Client, it stands, and Apex will explain why in writing.
Apex invoices on the cycle stated in the executed service agreement. Absent a stated cycle, invoices are issued monthly in arrears and are due net 30 days from the invoice date. Amounts are in United States dollars and are exclusive of applicable taxes, which are the Client’s responsibility other than taxes on Apex’s net income.
Undisputed past-due amounts may accrue interest at the lesser of 1.5 percent per month or the maximum permitted by California law, together with reasonable costs of collection. Disputed amounts must be raised under Section 07; the Client will pay the undisputed balance while a dispute is open. Apex may suspend service for non-payment under Section 13, and will give notice before doing so except where the account is materially delinquent.
The allocation below reflects the nature of the Services and the price paid for them.
Nothing in this section limits or excludes Apex’s liability for its own gross negligence or willful misconduct, for death or personal injury caused by its negligence, for its obligations under an executed Business Associate Agreement, or for any liability that cannot be limited or excluded under California law.
Apex maintains commercial insurance coverage appropriate to the Services, including commercial general liability, commercial automobile liability, cargo coverage, and workers’ compensation as required by California law, together with such professional or cyber coverage as Apex determines is appropriate to its operations.
Certificates of insurance are available on request to a Client or to a Client’s procurement or risk function, and Apex will name a Client as an additional insured or certificate holder where the executed service agreement requires it. Apex does not state coverage amounts on this page. The certificate is the authoritative statement of coverage in force, and coverage is subject to the terms, conditions, and exclusions of the underlying policies.
Each party will protect the other’s confidential information, use it only to perform or receive the Services, disclose it only to personnel and subcontractors who need it and are bound to equivalent obligations, and return or destroy it on request at the end of the relationship. These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully held, is independently developed, or is lawfully received from a third party, and do not prevent a disclosure required by law or lawful process, provided reasonable notice is given where permitted.
Protected Health Information is not merely confidential information. It is governed by HIPAA and by the executed Business Associate Agreement, and in the event of any conflict between this section and the Business Associate Agreement in respect of PHI, the Business Associate Agreement governs. This section does not narrow, waive, or substitute for any obligation Apex owes as a Business Associate.
Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, earthquake, wildfire, flood, severe weather, epidemic, war, terrorism, civil disturbance, labor action, sustained failure of public utilities or telecommunications, government order, or road closure. The affected party will notify the other promptly, will use commercially reasonable efforts to resume, and performance is suspended for the duration of the event.
A force majeure event does not excuse an obligation to pay for Services already performed. Where an event materially prevents performance for more than 30 consecutive days, either party may terminate the affected Services on written notice. Where a specimen is in Apex custody when such an event occurs, Apex will continue to maintain custody and cold chain to the extent physically possible, will document conditions throughout, and will notify the Client of the status and of any excursion.
Apex may suspend Services immediately where continued performance would be unsafe or unlawful, where a site condition endangers personnel, where required consents or a Business Associate Agreement are absent, or where an account is materially past due. Apex will give notice of a suspension and of what is required to lift it.
Either party may terminate for convenience on 30 days’ written notice unless the executed service agreement provides otherwise, and either party may terminate for material breach on 15 days’ written notice if the breach is not cured within that period. On termination, the Client pays for Services performed through the effective date, Apex completes or safely hands off any specimen then in custody, and Apex handles records under Section 06 of the Privacy Policy and, for PHI, under the termination provisions of the Business Associate Agreement. Provisions that by their nature should survive, including confidentiality, limitation of liability, payment obligations, recordkeeping, and dispute resolution, survive termination.
The parties will first attempt to resolve any dispute informally. A party will give the other written notice describing the dispute, and authorized representatives will confer in good faith for 30 days before commencing proceedings. This step does not prevent either party from seeking injunctive relief to protect confidential information, PHI, or intellectual property.
These terms and any dispute arising out of or relating to them or to the Services are governed by the laws of the State of California, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California, and waive any objection to that forum. Each party bears its own costs unless the executed service agreement or applicable law provides otherwise.
Neither party may assign or transfer these terms, or any right or obligation under them, without the other party’s prior written consent, which will not be unreasonably withheld. Either party may assign without consent to a successor in connection with a merger, reorganization, or sale of substantially all of its assets, on written notice to the other party.
Apex may use qualified subcontractors and relief operators to perform Services and remains responsible for their performance. Any subcontractor with access to Protected Health Information is engaged under a Business Associate Agreement that flows down the same obligations Apex owes to the covered entity, as described in the HIPAA Statement. Any purported assignment in violation of this section is void.
These terms, together with the documents referenced in them, are the entire agreement between the parties on their subject matter and supersede prior proposals, quotations, and understandings. A purchase order, vendor portal term, or other Client-issued document does not vary these terms unless Apex accepts the variation in a signed writing.
If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder stays in force. A failure to enforce a provision is not a waiver of it.
Apex may revise these terms. When it does, it will update the Last updated date at the top of this page and post the revised version. Where a revision materially affects an active Client, Apex will give notice to the Client’s administrative contacts before the revision takes effect and, where a click-to-agree acceptance is required, will request renewed acceptance and record it under Section 01.
Continued use of the Services after the effective date of a revision constitutes acceptance of the revised terms. Superseded versions are retained so that any acceptance record can be matched to the exact text in force at the time it was accepted. A revision does not change the terms of an executed service agreement, which is amended only as that agreement provides.
All legal notices under these Terms of Service, including notices of breach, termination, dispute, indemnity, and service of process, must be in writing and sent to the registered office and mailing address below. Notice given only to a driver, a collector, a dispatcher, or the dispatch telephone line is not effective notice under these terms.
Apex Courier Logistics Group LLC, DBA Apex Medical OC. Governed by the laws of the State of California, exclusive venue Orange County. The executed service agreement controls over these Terms of Service. NDASA membership is a trade association membership and is not a certification.