Vyta® Service Agreement

Last updated: April 30, 2026

These Vyta® Services Agreement (the “Agreement”) is incorporated by reference into each and every Request for Packages, Services and / or Products (the “Service” or “Request For Service”) received by Vyta® requesting the Services to be provided to one or more individuals. In this Agreement, the individual submitting the Request for Service may be referred to as “you”, while Vyta ®, a registered business name of Bayshore HealthCare Ltd., will be referred to as “Vyta®”, “we” or “us” and the individual receiving the Service is referred to as a “Client”.

By using or accessing the Services, you agree to the accept and fully comply with the terms of this Agreement and any applicable Work Order. Submitting Request for Service under this Agreement constitutes your absolute and unconditional agreement to these Terms.

1. Obligation to Pay for Services. Your payment obligations are as follows for the Services described:

(a) Billing period. The billing period for Services will be determined by the Client’s service region and shall begin within or at 30 days from the date the Agreement is executed. The Client’s billing period will be fourteen (14) days and/or biweekly and will be billed at the end of the billing period. Invoices are due and payable upon receipt. Invoices that remain unpaid thirty (30) days from the date of invoice may be subject to interest charges of 3% per month (annual rate: 36%).

(b) Account Suspensions. Further to providing reasonable notice, Vyta® reserves the right to suspend the Service until payment is received and to notify third-party payors or funding partners of non-payment and suspension of the Service. For clarity, suspension of a Service shall not prevent Vyta® from pursuing other recourse. You will be responsible for any interest charges, collection fees, bank charges ($25.00 for each payment returned by the bank), reasonable attorney’s fees.

(c) Invoice Disputes. You must inform Vyta® of invoicing disputes within thirty (30) days of the date of receipt of the disputed invoice. Disputes reported after such period shall be disregarded and you shall be responsible for the full payment of the invoice. You will be responsible for payment of any and all applicable taxes (including without limitation HST) directly related to the purchase or use of the Service, excluding only taxes based on the income of Vyta®. Your invoice will include a breakdown of the applicable taxes charged to you. A written Request for Services may be submitted by you electronically (via our website portal) or by email to: info@vyta.ca. All Services shall be suspended effective immediately, if no payment is received within sixty (60) days.

(d) Non-refundable Deposits. For any Request for Service with a total quoted value exceeding Two Thousand Five Hundred Dollars ($2,500.00), Vyta® is entitled to require a fifty percent (50%) deposit of the total quoted value prior to the commencement of any work. This deposit shall become non-refundable immediately upon the commencement of the Services. In the event you provide notice to discontinue the work after commencement, you shall remain responsible for the full payment of the non-refundable deposit amount, plus the cost of any Services completed up to the point of receiving such notice. The remaining balance of the total quoted value shall be invoiced and is due and payable twenty-four (24) hours after the completion of the work.

(e) Payor Obligations. The Client shall be primarily and unconditionally responsible for the payment of all fees and charges associated with the Services , unless and until Vyta® has formally accepted, in writing, an alternate individual or entity (the “Payor”) to assume the financial responsibility for such payments on the Client’s behalf. The Client shall notify Vyta® of any proposed new Payor during the term of this Agreement in writing. Vyta® shall not consider any proposed new Payor unless the Client’s account is current and all past due amounts have been paid in full. Vyta® reserves the absolute and unconditional right to reject any proposed Payor for any reason whatsoever. Upon Vyta®’s formal acceptance of a Payor, the Payor acknowledges and agrees that they are responsible for any and all charges billed under this Agreement, including, but not limited to, any and all costs, collection fees, and reasonable legal fees incurred by Vyta® to recover on any past due amount. The Payor’s rights under this Agreement shall be strictly limited to the right to remit payment in accordance with the payment terms set out herein, including the acceptable methods of payment specified in this Agreement.

2. Payment Methods. Processing of credit card payments will begin once the Agreement is executed and thereafter on a monthly basis. Credit cards are the preferred payment method for Vyta®. If payment by invoice is preferred, payment is due within 14 days of the generation of the invoice. If we cannot charge your credit card for any reason (such as expiration or insufficient funds), and you have not cancelled your Service, you remain responsible for any unpaid amounts and charges to your account. We will attempt to charge the payment method you have provided to us on file, it is your responsibility to provide as with an update to information concerning your payment method. This may result in a change to the start of the period of your next Service and may change the date on which you are billed for each period.

3. Scheduling or Cancellation of Service. You may request and/or schedule the provision of the Service by email to info@vyta.ca or by contacting us by telephone at 1-888-898-2728. Vyta® will confirm the Service by email to you. You may also re-schedule or cancel the Service upon a minimum of twenty- four (24) hours’ prior notice by email or telephone. Where we do not receive such minimum notice, Vyta® will attempt to provide the Service as originally scheduled and you will not be entitled to any refund whether the Service has been provided or not. You shall be responsible for full payment of the Service, in the event you re-schedule or cancel the Service with less than twenty-four (24) hours prior notice. For winter maintenance services a Vyta® requires a 30-day notification period from you to cancel the Services. Subject to Section 19 (Force Majeure), in the event of extreme weather conditions, public safety incidents, or other external emergencies beyond Vyta®’s reasonable control that affect the safe provision of the services, scheduled services may be postponed, delayed, or rescheduled by Vyta®. Vyta® shall make reasonable efforts to notify you of any such changes as soon as practicable and to perform the services as soon as it is safe and practicable to do so. In the event of extreme weather conditions, public safety incidents, or other external emergencies beyond Vyta®’‘s reasonable control that affect the safe provision of services, scheduled services may be postponed, delayed, or rescheduled by Vyta®. Vyta® shall make reasonable efforts to notify you of any such changes as soon as practicable and to perform the services as soon as it is safe and practicable to do so.

4. Packages, Services, and / or Products. The Service shall automatically renew until cancelled by you. A Service may have distinct offerings, and some are based on seasonal timelines. A full breakdown of your services offering will be provided to you during the registration process through a Work Order that shall be attached to this Agreement as a Schedule. Vyta® may increase its fees for it’s the Service by providing you with reasonable notice in writing (which may occur through email, in an invoice, or a quotation) of the changes. Any additional Services requested beyond those agreed to in the applicable Work Order must be included in a new Work Order and approved by Vyta® and shall be subject to additional fees. We reserve the right to cancel you’re Service if we are unable to successfully charge your payment method on file in order to automatically renew your Service.

5. The Role of Vyta® in the Provision of the Service. You acknowledge that Vyta® is in the business of arranging access for the Services offered by third-party, qualified providers (“Providers”), which may (but need not) include affiliates of Vyta ®. In the event there is damage to your personal property that results from the action or conduct of a Provider assigned to provide the Services, you agree to immediately report such damage to Vyta® within 24 hours by telephone at 1-888-898-2728 or email at info@vyta.ca and to provide us with the necessary information required for us to investigate any report on your behalf. You agree to further cooperate with Vyta® in a timely manner to investigate and resolve any complaint of damage to your personal property. You agree to not request for the use of your personal equipment in the performance of the Service or provide any equipment to the Providers assigned to provide the Services at any time whatsoever. Vyta® will not be responsible to compensate or reimburse you for any damages to equipment which you voluntarily provide to the Providers that are assigned to provide the Service at your premises.

6. Insurance Coverage. You shall pay for all services that are not otherwise covered by government, funding partner, or an insurance provider. Your account with Vyta® will be credited at such time that Vyta® receives payment. You shall remit all payments received from insurance providers in relation to services to Bayshore immediately upon receipt. You are responsible for ensuring that insurance policy maximums are not exceeded, and for paying Vyta® for any services rendered beyond such maximums in recognition that Vyta® has no access to insurance policy maximums and/or balances. Vyta® acts solely as an agent for the Client in completing insurance forms, filing insurance claims and/or claims for other benefits. Vyta® assumes no responsibility for ensuring any insurance coverage or payment of benefits.

7. Non-Solicitation. You agree not to solicit or hire any Vyta® Provider and/or personnel providing the Services. In the event that you hire a Vyta® Provider and/or personnel providing the Services, Vyta® shall charge you a fee the greater of: (i) 30% of the Vyta® Provider and/or personnel’s annual, full-time equivalent salary, and (ii) the maximum amount permissible by applicable law. The fee will be invoiced to you and shall be payable upon receipt.

8. Privacy. Your use of the Services is subject to our Privacy Policy, which is available at: www.vyta.ca/privacy. Additionally, if video cameras or any audio recording equipment are placed within or on your property, Vyta® or our Vyta® personnel must be notified immediately of locations. Vyta® will consider the use of undisclosed nanny cams, hidden cameras, hidden audio recording equipment, or other undisclosed surveillance devices to be a breach of the Agreement. If undisclosed use of such items is discovered, Vyta® has the right to exercise its right to terminate the Agreement effective immediately. You acknowledge and consent that Vyta® may disclose your personal information, to third parties that may require it, in order to provide you with the Service.

9. Termination. This Agreement between you and us consists of provisions that govern each Request for Services submitted by you and will continue in full force and effect until terminated. Subject to Section 1, you may terminate this Agreement by providing 48 hours’ notice at any time without cause and at no cost; and we may terminate this Agreement at any time without cause by providing at least 10 calendar days’ prior written notice to you (or such other minimum notice period as may be required by applicable law). In addition, we may, without further notice to you, immediately terminate this Agreement and/or your access to the Service if you fail to comply with the Agreement, but in such circumstances, you will remain liable for all amounts due but unpaid up to and including the date of such termination.

10. Force Majeure. We and our Providers will not be responsible for delays or non-performance due to force majeure circumstances beyond their reasonable control, including without limitation acts or any order of government, outbreak, endemic, pandemic, fire, flood or other natural disaster, accidents, strikes or other labor disturbances, shortages of supplies or equipment, shortages of fuel, inability to obtain or delays of transportation facilities, incidents of war, or other similar types of events.

11. Liability. In no event will Vyta® or its affiliates, and each of their directors, officers, employees, subcontractors, agents or successors and assigns be held liable for any claims, damages (direct, indirect, consequential or otherwise), losses, liabilities (whether accrued, actual, contingent or otherwise), actions, demands, suits, judgments, causes of action, legal proceedings, penalties or other sanctions and any costs and expenses arising in connection therewith, including, without limitation, legal fees and disbursements on a solicitor and client basis (including, without limitation, all such legal fees and disbursements in connection with any appeals) (collectively, “Claims”) arising from or in connection with any act or omission on the part of, or instructions given by, you, any person acting on your behalf or as your agent, any applicable health authority, payor, insurance provider or otherwise. You hereby agree to indemnify and hold Vyta® harmless from and against any and all such Claims.

12. Indemnity. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Vyta®, its affiliates and their respective officers, directors, employees, agents, Providers and successors from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable legal fees resulting from or arising out of your acts or omissions in connection with this Agreement. This indemnification will survive the termination of this Agreement.

13. Governing Law. This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province where the Service is provided and the federal laws of Canada applicable therein, but without giving effect to any choice or conflict of law provision or rule.

14. Choice of Forum. You irrevocably and unconditionally agree that you will not commence any action, litigation or proceeding of any kind whatsoever against us in any way arising from or relating to this Agreement in any forum other than the courts of the Province where the Service is provided. You irrevocably and unconditionally submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

15. Severability and Waiver. If any term or provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by you or us of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

16. Entire Agreement. This Agreement and any applicable Work Order constitutes the entire agreement between you and Vyta® and governs your use (or the Client’s use, as applicable) of the Service, superseding any prior agreements, contemporaneous communications, proposals or representations, written or oral, with respect to the same subject matter between you and us. There is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided for in this Agreement and any Request for Services submitted by you. You acknowledge and agree that if there is any conflict between this Agreement and the terms and conditions of any Work Order and/or Request for Service submitted by you, this Agreement will supersede and control.

17. Additional. In addition to your right to cancel or terminate this Agreement as stated above, you may also have other rights, duties and remedies at law. For more information, you may contact the Ministry of Consumer and Business Services.

18. Equity and Non-discrimination. You may exercise choice in selecting the Vyta® Provider and/or personnel assigned to provide the Services; however, this right shall be exercised free from prejudice or discrimination based on individual characteristics such as race, ethnicity, gender, or other protected grounds under applicable law. While care-specific preferences may be discussed to ensure appropriate service delivery, such preferences must be implemented in a manner that upholds the principles of equity, respect, and non-discrimination towards all Vyta® Providers and/or personnel.