Core Operational Foundation (The Zero-Custody Mandate):
Vance & Calder Advisory Group LLC operates under a strict non-custodial computational and advisory model. We do NOT store, archive, host, or back up our clients' proprietary master databases, clinical charts, Electronic Health Records (EHRs), or commercial bid files. All calculations and transformations occur in local workstation memory (RAM) or via client-side ephemeral pipelines.
01. Non-Custodial Architecture & Absolute Absence of Data Loss Liability
Under no circumstances does Vance & Calder Advisory Group LLC ("V&C") act as a data custodian, cloud storage repository, clearinghouse host, or master data backup system.
- Medical & Clinical Records: Client medical practices retain sole, exclusive, and non-delegable ownership, custody, and backup responsibility for all patient documentation, billing histories, and medical records. Because V&C maintains no persistent patient database, V&C bears zero legal or financial liability for any lost, corrupted, unrecovered, or altered records.
- Commercial Contractor & Engineering Files: Commercial subcontractors and builders retain full custody of their original plan sets, takeoff files, and financial books. Any analytical reports delivered by V&C are advisory derivatives and do not replace primary contractor project files.
- Client Backup Duty: The client expressly covenants and warrants that it maintains independent, redundant, and automated backups of all its business records. V&C shall never be held liable for any data loss, hardware failure, or operating system corruption on client machines.
02. Non-Delegable Professional Duties & Augmented Decision Support
All algorithmic modules, coding scrubbers (Clinical Coder Pro™), Bid Velocity models, and forensic auditing summaries provided by V&C are strictly decision-support advisory tools.
- Medical Necessity & Code Accuracy: Licensed healthcare providers and certified practice billing administrators maintain non-delegable statutory responsibility to review and approve all ICD-10-CM, CPT, and HCPCS codes, modifier pairings, and E/M levels prior to clearinghouse submission. V&C does not practice medicine and assumes no liability for payor audits, clawbacks, downcoding, or claim rejections.
- Contractor Estimating & Bid Integrity: Commercial contractors bear the non-delegable duty to verify all quantities, plan addenda, site conditions, and bid prices before submitting tenders to General Contractors or project owners. V&C provides analytical support, but assumes no liability for missed scope items, liquidated damages, or subcontractor defaults.
03. Comprehensive Limitation of Liability & Hold Harmless
To the maximum extent permitted by applicable law, in no event shall Vance & Calder Advisory Group LLC, its principals, officers, managers, employees, or contracted specialists be liable to any client or third party for:
- Any lost profits, lost business opportunities, lost data, or cash flow interruption.
- Any third-party clearinghouse outages, payor payment delays, or healthcare clearinghouse cyberattacks (e.g., Change Healthcare, UnitedHealth, or regional clearinghouses).
- Any indirect, incidental, punitive, special, or consequential damages whatsoever, regardless of the legal theory (contract, tort, negligence, strict liability, or statutory).
Cap on Liability: Under all circumstances, V&C's total cumulative monetary liability under any claim arising out of or relating to its services or software shall be strictly capped at the total fees actually received by V&C from the client during the three (3) months immediately preceding the event giving rise to liability.
04. Idaho LLC Entity Protection & Personal Immunity
All advisory agreements, software access rights, and business engagements are executed solely by and between the client and Vance & Calder Advisory Group LLC, an Idaho limited liability company.
Pursuant to Idaho Code § 30-25-304, the debts, obligations, and liabilities of the company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. No member, manager, principal, employee, or agent of Vance & Calder Advisory Group LLC is personally liable, directly or indirectly, for any debt, obligation, or liability of the company.