GENERAL Terms and Conditions
These terms and conditions (the “General Terms and Conditions") are effective as of the date accepted by the Client, and are between:
- TELUS Communications Inc.; and
- The Client, the legal entity who engages TELUS to provide the Virtual Care Services to Client’s Eligible Individuals and whose details are set out on the web order form.
- TELUS and Client have entered into a CSA Agreement which provides for Virtual Care Services to be included in the wireless plan(s).
- TELUS, through its Platform Partner, provides access to Health Professionals and Allied Health Practitioners who provide medical consultations through the Virtual Care App; and
- Client wishes to engage TELUS to provide the Virtual Care Services to Client’s Eligible Individuals, and TELUS is willing to provide such Virtual Care Services, on the terms and conditions set out herein.
NOW THEREFORE TELUS and Client agree as follows:
1. Definitions. When used in this Agreement, the following terms have the following meanings:
“Additional Services” means access to the services of Allied Health Practitioners via the Virtual Care App for scheduled appointments, as further described in Schedule A.
“Allied Health Practitioners” includes healthcare professionals such as dietitians, naturopaths and mental health therapists whose services are available (at a cost to the Authorized End User) via the Virtual Care App, but excludes Health Professionals.
“Authorized End User(s)” means those Eligible Users who successfully complete the validation process and are accepted by the Platform Partner as users of the Virtual Care App, for so long as they remain authorized as users by the Platform Partner.
“CSA Agreement”means the initial Client Service Agreement entered into between TELUS and Client immediately before this Agreement for the provision of wireless communication services and plans. For clarity, this does not include any Client Service Agreements entered into between TELUS and Client for the provision of wireless communication services and plans after the date of the initial Client Service Agreement.
“Confidential Information” means non-public information in any form that is designated as confidential, or a reasonable person knows or reasonably should understand to be confidential (including without limitation, the terms of this Agreement and the fees). The following types of information, however marked, are not Confidential Information: that which (i) is, or becomes, publicly available without a breach of this Agreement; (ii) was lawfully known to the receiving Party without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; or (iv) is independently developed.
“Clinical Services” means the consultations provided by Health Professionals via the Virtual Care App, as further described in Schedule A.
“Eligibility List” has the meaning set out in Section 4.1.
“Eligible Individual(s)” means those individuals with phone numbers on the Client’s wireless account with TELUS, for whom the Client has subscribed to a wireless voice and data rate plan under the CSA Agreement and on the date the CSA Agreement is signed, and are thereby eligible to receive the Virtual Care Services.
“Eligible User(s)” means the Eligible Individuals, and each Eligible Individual’s partner and their dependent children age 25 years and under with the same permanent address as the Eligible Individual.
“End Date” means the third anniversary of the Client signing the CSA Agreement with TELUS.
“End User Terms” means the terms and conditions of use entered into between the Authorized End User and the Platform Partner. .
“Feedback” shall have the meaning set out in Section 9.2.
“Health Professionals” means nurses, nurse practitioners, and physicians who provide the Clinical Services.
“Personal Information” means all information that is about an identifiable individual, including any personal health information.
“Platform Partner” means Right-Health Inc.
“Policies” has the meaning set out Section 7.2.
“Privacy Laws” means all federal, provincial and territorial legislation, regulations, and decisions, as amended or supplemented from time to time, now in force or that may in the future come into force in Canada, governing the protection of Personal Information in the private and public sector, applicable to Client or TELUS in relation to the Virtual Care Services or obligations under this Agreement, and includes the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada).
“Representative” has the meaning set out in Section 10.1.
“Start Date” means the date on which the Client has accepted this Agreement.
“Virtual Care App” means the virtual care application available for download from the Apple App Store or the Android Google Play Store (or other app providers where the Virtual Care App can be downloaded).
“Virtual Care Services” means the Virtual Primary Care Solution and the Additional Services.
“Virtual Primary Care Solution” means access to the Virtual Care App and the Clinical Services, as further described in Schedule A.
2. Virtual Care Services to Authorized End Users.
- The Client acknowledges that (a) the Virtual Care Services to the Authorized End Users are provided by TELUS and its partners (including its Platform Partner, Health Professionals and Allied Health Practitioners) via the Virtual Care App and such use is governed by the End User Terms; and (b) use of the Virtual Care App by Authorized End Users and the supply of any Virtual Care Services through the Virtual Care App requires Eligible Users to enter into End User Terms with the Platform Partner.
- The Client acknowledges and agrees that the Virtual Care Services may be modified from time to time due to changes in the methods of quality health service, current knowledge of best medical practices, provincial health guidelines, applicable law or safety requirements, or otherwise in such manner in which TELUS or its’ affiliates considers (in its sole discretion) are reasonable or desirable.
- The Client will provide TELUS, and/or its Platform Partner, with a list of Eligible Individuals as outlined in Section 4.1 of this Agreement.
- Eligible Individuals may invite their partner and their dependent children age 25 years and under with the same permanent address to access and use the Virtual Primary Care Solution for no additional fee.
3. Fees and Payment Terms.
- In return for providing access to the Virtual Primary Care Solution to the Eligible Individuals, Client shall pay to TELUS the fees/prices set out in the CSA Agreement and as per the payment terms of such agreement.
- Fees payable for the Additional Services are not included. Additional Services may be contracted directly by the Authorized End User with the Platform Partner and will be at the sole cost of the Authorized End User. The Platform Partner shall be responsible for collecting payment for the Additional Services directly from the Authorized End User.
- Client may procure additional access to the Virtual Primary Care Solution for additional subscribers by contracting directly with the Platform Partner and subject to the payment of such additional fees as set out by the Platform Partner for such additional subscribers.
4. Client’s Obligations.
- Client is invited to share a complete list of all Eligible Individuals (the “Eligibility List”) to TELUS (and/or the Platform Partner) within 10 days of the acceptance of this Agreement, to maximize use of the Virtual Care Services. Client is further obligated to maintain the accuracy of the Eligibility List and to advise TELUS (and/or its Platform Partner) of any and all changes to this Eligibility List in a timely manner, but no later than 30 days following any deletion of employees to the Eligibility List. Eligibility List information shall include, at minimum, the Eligible Individual’s name, French or English language preference, province or territory of residence, email address, and unique identifier (e.g. 10-digit phone number associated with the wireless services). For greater certainty, the maximum number of Eligible Individuals shall not exceed the total quantity of phone numbers on the Client’s account with TELUS for whom the Client has subscribed to a wireless voice and data rate plan under the CSA Agreement on the date the CSA Agreement has been executed.
- Client agrees to assist TELUS in orienting Eligible Individuals to the Virtual Care Services which may include providing Eligible Individuals with digital content or virtual seminars.
- The Client shall promptly inform TELUS of any complaints, adverse events or feedback the Client receives from Eligible Users or becomes aware of regarding the Virtual Care Services.
5. Term and Termination.
- Subject to earlier termination as permitted in this Agreement, the Virtual Care Services shall commence on the date the Client accepts this Agreement, and shall conclude on the End Date.
- With respect to an Eligible Individual, the access to the Virtual Care Services shall commence upon the acceptance by such Eligible Individual of the End User Terms with the Platform Partner and shall conclude on the End Date, unless the Eligible Individual’s device is deactivated before the End Date. If the Eligible Individual’s device is deactivated before the End Date, the access shall conclude on the date such device is deactivated. For clarity, the term for the Virtual Care Services shall not extend beyond the End Date, irrespective of the Eligible Individual’s commitment period. If a subscriber wishes to continue using the Virtual Care Services after the End Date, such subscriber shall procure such services by contracting directly with the Platform Partner and subject to the payment of such fees as set out by the Platform Partner under this separate agreement.
- Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business
- Without affecting any other right or remedy available to it, TELUS may terminate or suspend this Agreement with immediate effect by giving written notice to the Client if:
- changes in applicable law or regulation render TELUS unable to provide the Virtual Care Services as envisaged by this Agreement;
- the Client fails to pay any amount due as per the terms of the CSA Agreement; or
- the CSA Agreement is terminated as per the terms of the CSA Agreement.
6. Effects of Termination.
- On termination of this Agreement for any reason:
- TELUS shall immediately cease to allow the Eligible Users to use the Virtual Care Services; and
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
- In the event that an Eligible Individual’s device under the CSA Agreement is deactivated prior to the End Date, such individual shall no longer be eligible for the Virtual Care Services. The Client shall notify TELUS in writing of such changes in accordance with the requirements in Section 4.1.
7. Privacy and Use of Eligible User Information.
- TELUS and Client are each responsible for complying with their respective obligations under Privacy Laws. With respect to Personal Information transferred or otherwise made available to TELUS or its Platform Partner by Client or by any third party on Client's behalf, Client represents, warrants, covenants and agrees that the Client has the authority and/or has obtained all necessary consents from the Eligible Individuals required under applicable Privacy Laws to enable the Personal Information to be transferred, disclosed, processed, copied, altered, stored, deleted, or otherwise used by TELUS or its Platform Partner for the provision of the Virtual Care Services and intended purposes identified in this Agreement.
- Each Eligible User accessing the Virtual Care Services will be required to accept the Platform Partner’s privacy statement and End User Terms then in effect, as amended from time to time in accordance with such privacy statement and End User Terms (collectively, the “Policies”). Unless otherwise set out in the Policies, TELUS and its Platform Partner will access, collect, use and disclose the Personal Information of Eligible Users only as reasonably necessary to provide the Virtual Care Services, to obtain payment and/or to provide Eligible Users with information, newsletters, invitations and other communications from TELUS or its Platform Partner in relation to the Virtual Care Services, and as required or permitted by Privacy Laws. TELUS and its Platform Partner will comply with applicable Privacy Laws relating to Personal Information.
- TELUS and its Platform Partner will implement industry standard administrative, physical, logical, organizational and technological measures to secure and protect Eligible Users’ Personal Information against unauthorized, unlawful or accidental access, disclosure, transfer, destruction, loss or alteration. Nevertheless, the parties acknowledge that TELUS and its Platform Partner cannot guarantee that such information can be protected against all attempts to access or use such information by those seeking unlawful access or use of the information. TELUS and its Platform Partner will have no liability for any such unlawful access or use provided that each has complied with its obligations under the first sentence of this Section.
- Each party undertakes that it shall not disclose to any person any Confidential Information, except as permitted by Section 8.2.
- Each party may disclose the other party's Confidential Information:
- to its employees, officers, representatives, subcontractors, advisers or affiliates who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this Section 8;
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, unless prohibited by law or regulation, it notifies the other party in advance prior to making any such disclosure; or
- to its lawyers, accountants and consultants, prospective investors, lenders or purchasers, provided that each such person is under similar obligations of confidentiality as those set out in this Agreement.
- Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement. For the avoidance of doubt, TELUS shall, to the extent necessary in order for TELUS to exercise its rights and perform its obligations under this Agreement, disclose the Client’s Confidential Information to its Platform Partner, the Health Professionals, and the Allied Health Practitioners.
9. Intellectual Property Rights.
- As between Client on the one hand and TELUS and its providers (including the Platform Partner, Health Professionals, and Allied Health Practitioners) on the other hand, TELUS and/or its providers shall own and retain all intellectual property rights, whether currently existing or hereafter developed or acquired, (and all applications, disclosures and registrations with respect thereto) in connection with and to the Virtual Care Services, the Virtual Care App, any documentation, and all legally protectable elements, derivative works, modifications and enhancements thereto, whether or not developed in conjunction with Client, and whether or not developed by TELUS and its providers, Client or any contractor, subcontractor or agent for TELUS and its providers or Client. Nothing in this Agreement shall cause the transfer of ownership of, or grant a licence, under any intellectual property rights of TELUS or its affiliates, to the Client.
- Notwithstanding any other provision of this Agreement, if the Client provides any ideas, suggestions, or recommendations pertaining to the Virtual Care Services, whether confidential or not, to TELUS in which any intellectual property right may arise (the “Feedback”), TELUS may use such Feedback and incorporate it in TELUS’ products, technologies, and services without any obligations or restrictions. The Client hereby waives all intellectual property rights it may have in the Feedback, and hereby assigns all such intellectual property rights to TELUS. The Client will execute all documents necessary to assign such intellectual property rights that are subject of intellectual property right applications by TELUS claiming the Feedback, within thirty days after written notice by TELUS. The Client will require all of its personnel and affiliates to assign to TELUS all their intellectual property rights associated with the Feedback. In this subsection and subsection 9.1, the term “intellectual property right(s)” means any right, claim or protection existing from time to time in a specific jurisdiction, whether registrable or not, and whether existing under law, equity or under any other theory including under any patent law or other invention or discovery law, copyright law, performance or moral rights law, design law, trade-secret law, confidential information law (including breach of confidence), trademark law, trade-name law, passing off, unfair competition law or other similar laws.
- TELUS shall be entitled and authorized to use Client’s tradenames, trademarks and logos that Client specifically provides to TELUS for marketing purposes. Such use shall (1) not bring the Client into disrepute; and (2) terminate immediately on termination of this Agreement. TELUS will not modify the Client’s tradenames, trademarks, or logos. TELUS acknowledges and agrees that (i) as between the Client and TELUS, the Client is the owner of Client tradenames, trademarks, and logos, (ii) all goodwill arising from the use of the tradenames, trademarks, and logos shall accrue to the Client, and (iii) TELUS will not acquire any rights in the tradenames, trademarks, and logos except as contemplated by this Section.
10. Client Representative.
- The Client will designate a single representative (the “Representative”) who will be an employee of the Client. The Representative will make all determinations and take all actions on behalf of the Client as are appropriate under this Agreement. The Representative will have direct managerial and administrative responsibility and control over all aspects of this Agreement on behalf of the Client and will be empowered to legally bind the Client to all agreements reached with TELUS.
- The initial Representative will be designated by notice in writing to TELUS no later than the date of acceptance of this Agreement by the Client and may be replaced on written notice to TELUS at any time.
11. Warranty and Disclaimer.
- Except as expressly set forth herein and to the extent permitted by law, the Virtual Care Services, the Virtual Care App, and any data (including third party data), information or services accessed or provided in connection with this Agreement are provided “as is” and “as available”. TELUS and its affiliates, including its Platform Partner disclaim all statutory representations, conditions and warranties, express or implied, including but not limited to any implied warranties of merchantability, accuracy, integrity, freedom, non-infringement or fitness for a particular purpose, or arising from the course of performance or course of dealing, or that the Virtual Care Services or the Virtual Care App will provide error-free or uninterrupted functionalities.
12. Limitation of Liability.
- In no event will TELUS, its affiliates including its Platform Partner, and their respective directors, employees, contractors or agents be liable to the Client or to any other entity arising out of or related to this Agreement (a) for any special, indirect, incidental or consequential damages, (b) for any loss of data or profit or business interruption, arising out of or related to this Agreement, under any theory, whether or not foreseeable, whether or not advised of the possibility of such damage, (c) in an aggregate amount exceeding the greater of: (i) $100.00; or (ii) one month of charges paid by the Client for the access to the Virtual Primary Care Solution under the CSA Agreement,calculated as an average over the three month period immediately preceding the first event that gave rise to any claim by the Client against TELUS arising from or relating to the Virtual Primary Care Solution or this Agreement. For the purpose of this Section, charges paid by the Client for the Virtual Primary Care Solution is set at four dollars and fifty cents per month per Eligible Individual. This Section shall survive the termination of this Agreement.
13. Fees Based on Risk Allocation.
- The provisions of this Agreement allocate the risks between TELUS and the Client. TELUS’ pricing reflects this allocation of risks and the limitations of liability set forth herein.
14. General Provisions.
- Titles. The titles of sections or subsections herein are provided for ease of reference only and shall not affect the interpretation of this Agreement.
- Schedules. The list of the appended schedule(s) hereunder are incorporated by reference and form an integral part of this Agreement:
Schedule A – Virtual Care Services
- Force Majeure. Neither party shall be liable for delay or failure of performance of any obligations required by this Agreement when such delay or failure arises from circumstances beyond the reasonable control of such party. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of a public enemy, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failures or delays, labour disputes, strikes, or shortages, supply shortages, equipment failures or solitary malfunctions. The time for performance of any act delayed by such events may be postponed for a period equal to the delay.
- Entire Agreement. The Agreement and schedule(s) constitute the entire agreement between the parties and replace all prior contracts, agreements, negotiations, communications and discussions (written or verbal) relating to the object hereof. Unless otherwise indicated in this Agreement, no party shall make any representations, warranties or covenants, or enter into any agreements or accessory agreements, establish regulatory or other conditions, written or oral, express or implied, in respect of or with the other party.
- Amendment. From time to time TELUS may amend the Agreement, and if amended, TELUS will post the amended version on its website and provide the Client with notice of the change by invoice notification, email or otherwise. Unless TELUS indicates otherwise, the effective date of the amended Agreement will be the date of the notification. If the Client does not agree with amended Agreement the Client must notify TELUS in writing within ten (10) days of receipt of the notification, failing which the Client will be deemed to have accepted the amended Agreement.
- Notice. Any notice, waiver or other document or communication required or permitted to be given to a party under this Agreement shall be in writing and shall be deemed to be validly given if delivered in person (including by messenger) or sent by facsimile to such party at the following address:
To TELUS:25 York Street, 27th Floor
Attention: Director, Mid-Market Wireless Offer House
With copy to:TELUS Legal Services
25 York Street, Suite 2100
Attention: Senior Legal Counsel
To the Client:
At the address and contact numbers/email addresses provided by the Client in the web order form.
Any notice delivered or sent by facsimile in the aforementioned manner shall be deemed to have been given or made on the date of its delivery or transmission by facsimile, as the case may be. A party may, at any time, notify the other party in writing of a change of address, which change shall be deemed, as of the date on which it is given, as the address to which the notices to such party shall be sent pursuant hereto.
- Time of Essence. Time will be of the essence of this Agreement.
- Assignment. The Client may not assign this Agreement without the prior written consent of TELUS which consent shall not be unreasonably withheld.
- Survival of Obligations. In addition to this subsection, the provisions of this Agreement expressly state their survival, or by their nature are intended to apply after termination of this Agreement, shall apply subsequent to its termination.
- Governing Laws. This Agreement shall be interpreted in accordance with, and governed by, the laws of the Province of Ontario, and the laws of Canada applicable therein. For claims that are not governed by subsection 14.11, the parties hereto irrecoverably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, and any suit or claim hereunder will be brought solely in the courts located in the City of Toronto.
- Arbitration. TELUS and the Client shall use arbitration to resolve disputes between them arising from or relating to this Agreement, whether the dispute is based in contract, tort (including negligence), statute, or otherwise. If the business representatives of the parties have not been able to resolve any such dispute, in order to proceed with the dispute a party must submit the dispute to private and confidential arbitration before a single arbitrator. Arbitration will take place in the capital of the province where the Client is located under the rules of the ADR Institute of Canada, including its rules as to initiation and submission of a dispute, appointment of an arbitrator, and responsibility for the fees and expenses arising from or relating to arbitration. This Section does not apply to the collection of any amounts owing to TELUS or any injunction application, except that, in the case of an injunction application, the parties shall use arbitration to resolve the dispute that led to the application. Venue and jurisdiction of any court proceedings shall be in the province of Ontario.
- Waiver. No waiver of any term or condition of the Agreement shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. The waiver of any breach of any term of any condition of the Agreement shall not be construed as a waiver of any subsequent breach of a term or condition of the same or a different nature.
- Severability. The invalidity, illegality or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement.
- No Partnership. Nothing in this Agreement shall constitute or be construed as constituting or establishing any partnership or joint venture between the parties for any purpose whatsoever.
- Currency. All dollar amounts in this Agreement are expressed in Canadian dollars, unless otherwise indicated.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, and all of which together shall constitute one and the same Agreement. The delivery of this Agreement may be made by facsimile or other electronic means, and facsimile and electronic signatures shall be treated as original signatures for all applicable purposes.
VIRTUAL CARE SERVICES
A. VIRTUAL PRIMARY CARE SOLUTION
- Description of the Virtual Care App
The Virtual Care App is a platform designed specifically for virtual care delivery through iOS, Android, and web.
Functionality via the Virtual Care App includes:
- Ability to securely connect to a Health Professional by text chat or with support for capturing and transmitting images
- Ability to securely connect to a Health Professional, as well as other Allied Health Practitioners (for an additional cost to the Authorized End User) by video through seamless transition
- End user authentication using email address and secret password, and, in the iOS version, optional multi-factor authentication using biometrics
- Read-only viewing of Health Professional clinical documentation notes for review by Authorized End User post consult
- Authorized End User may access his or her text conversations with Health Professionals at any time
- Authorized End User access to receipts for services purchased through Virtual Care App
- Documentation of Authorized End User reported Personal Information and patient history
- Ability for Eligible Individuals to add their partner and/or dependent children age 25 years and under
- Language capabilities in English and French, dependent upon Authorized End Users’ phone language preferences
- Ability for Authorized End User to change the email address associated with their membership account
TELUS, through its Platform Partner, will make the Virtual Primary Care Solution available to Eligible Users through a unique email activation link, or the equivalent, for each Eligible User.
When an Authorized End User initiates a consult through the Virtual Care App, the Authorized End User is triaged by an intake coordinator via text or video, with transfer to a doctor or nurse practitioner as appropriate.
Health Professionals comply with the telemedicine guidelines of their respective Colleges. If medically appropriate, the Clinical Services offered through the Virtual Care App can include the following services for the Authorized End User:
- Triage patient symptoms
- Provide medical advice
- Diagnose medical concerns
- Write new and renewal prescriptions
- Provide lab requisitions
- Provide imaging requisitions
- Make specialist referrals
- Provide medical documentation and notes
If it is not medically appropriate for treatment to be provided via the Virtual Care App, Health Professionals will recommend and whenever possible, help facilitate an appropriate in-person care setting for Authorized End Users.
B. ADDITIONAL SERVICES
- Appointments with Allied Health Practitioners
Authorized End Users may access the services of Allied Health Practitioners via the Virtual Care App by making scheduled appointments. Allied Health Practitioners operate within their scope of practice. For a separate fee paid by the Authorized End User directly to the Platform Partner, the Authorized End User can access and schedule appointments with Allied Health Practitioners, via the Virtual Care App.