Vyta Services Terms and Conditions
These Vyta Services Terms and Conditions (“Terms”) are incorporated by reference into each and every Request for Services received by Vyta requesting that Services (as selected by you in each Request for Services submitted) be provided to one or more individuals. In these Terms, the individual submitting the Request for Services 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 Services is referred to as a “Client”.
You may only order Services and a Client may only access and use Services conditioned upon your acceptance of and compliance with these Terms. We therefore urge you to please read all of these Terms carefully before submitting any Request for Services or using any Services. Your use of Services or submitting a Request for Services constitutes your absolute and unconditional agreement to these Terms.
1. Obligation to Pay for Services. Payment for Services must be received by Vyta at the time a Request for Services is submitted to us and before Services are provided to a Client. You will be responsible for payment of any and all applicable taxes (including without limitation HST) directly related to the purchase or use of Services, excluding only taxes based on Vyta’s income. A written Request for Services may be submitted by you electronically (via our website portal) or by email to webinquiries@vtya.ca.
2. Scheduling or Cancellation of Services. You may request and schedule the provision of Services you have requested by email to the coordinates shown above or by contacting us by telephone at 1-888-898-2728. Vyta will confirm Scheduled Services by email to you. You may also re-schedule or cancel Services 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 Scheduled Services as originally scheduled and you will not be entitled to any refund whether such Services have been provided or not.
3. Subscriptions. In addition to ordering Services by submitting a Request for Services as you need them (i.e., on an à-la-carte basis), you can also choose to subscribe for Services on a weekly, monthly or yearly subscription basis. Subscriptions automatically renew until cancelled by you. We will notify you if the fees due for Services or any applicable Subscription increases. You will be charged no more than 72 hours prior to the start of the latest Subscription period. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next Subscription period and may change the date on which you are billed for each period. We reserve the right to cancel your Subscription if we are unable to successfully charge your payment method to renew your subscription.
4. The Role of Vyta in the Provision of Services. You acknowledge that Vyta is in the business of arranging access for Services offered by third-party, qualified service providers (“Providers”), which may (but need not) include affiliates of Vyta. Vyta itself does not directly provide any Services.
5. Privacy. Your use of Services is subject to our Privacy Policy, which is available at https://www.bayshore.ca/privacy-policy
6. Term and Termination. The agreement between you and us consisting of these Terms and each Request for Services submitted by you (the “Agreement”) will continue in full force and effect until terminated. You may terminate the Agreement by providing 48 hours’ notice at any time without cause and at no cost; and we may terminate the 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 the Agreement and/or your access to Services if you fail to comply with any of these Terms, but in such circumstances, you will remain liable for all amounts due but unpaid up to and including the date of such termination.
7. 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.
8. 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.
9. 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 the Agreement. This indemnification will survive the termination of the Agreement.
10. Governing Law. The Agreement and all matters arising out of or relating to the Agreement, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, but without giving effect to any choice or conflict of law provision or rule.
11. 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 the Agreement in any forum other than the courts of the Province of Ontario. 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.
12. Severability and Waiver. If any term or provision of the 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 the 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 the 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.
13. Entire Agreement. The Agreement constitutes the entire agreement between you and Vyta and governs your use (or the Client’s use, as applicable) of the Services, superseding any prior agreements 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 these Terms and any Request for Services submitted by you. You acknowledge and agree that if there is any conflict between the terms and conditions of these Terms and the terms and conditions of any Request for Services submitted by you, the terms and conditions of these Terms will supersede and control.
14. Additional. In addition to your right to cancel or terminate the 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.