Structura is a compliance-support and workflow tool. It does not provide legal, regulatory, or clinical advice, and using it does not guarantee compliance with any law or standard. You remain responsible for your own compliance decisions.
1. Agreement and acceptance
These Terms of Service (“Terms”) govern access to and use of the Structura Health software-as-a-service platform, related applications, APIs, documentation and websites (collectively, the “Service”).
The Service is offered for business and professional use only by healthcare clinics, practices and organizations and their authorized personnel. It is not directed to consumers or to individuals acting for personal purposes.
By signing an Order Form, clicking “I agree”, or accessing the Service, the entity you represent (the “Customer”, “you”) accepts these Terms. The individual accepting represents that they are authorized to bind the Customer. If you do not agree, do not use the Service.
Order of precedence. Where a signed master agreement or Order Form exists between the parties, it governs to the extent of any conflict, followed by these Terms, then the Data Processing Agreement (“DPA”), then any policies referenced herein.
2. Definitions
- Authorized User — an individual employee, contractor or agent of the Customer permitted by the Customer to use the Service.
- Customer Data — data, content and records the Customer or its Authorized Users submit to or generate in the Service, including any Personal Information and Personal Health Information.
- Personal Information — has the meaning given under PIPEDA and applicable provincial privacy laws.
- Personal Health Information / PHI — has the meaning given under PHIPA (Ontario) and comparable provincial health-privacy laws.
- Documentation — published user guides and technical materials for the Service.
3. The Service: what Structura is and is not
Compliance support tool, not a guarantee of compliance. The Service helps Customers organize, monitor and document privacy, security and regulatory-readiness activities. It is a decision-support and workflow tool. It does not constitute legal, regulatory, clinical or professional advice, and use of the Service does not guarantee compliance with PHIPA, PIPEDA, Quebec’s Law 25, any professional college standard, or any other law, standard or contract. The Customer remains solely responsible for its own legal and regulatory compliance.
Outputs. Compliance scores, checklists, templates, recommendations and reports generated by the Service are informational aids only and must be reviewed by the Customer’s own qualified personnel or advisors before being relied upon.
We may update, enhance or modify features of the Service from time to time, provided we do not materially degrade the core functionality the Customer subscribed to during a paid term.
4. Accounts, access and acceptable use
The Customer is responsible for all activity under its accounts, maintaining the confidentiality of credentials, ensuring Authorized Users comply with these Terms, and promptly notifying us of any suspected unauthorized access.
Acceptable use. The Customer and its Authorized Users must not: access the Service to build a competing product; reverse engineer, decompile or attempt to derive source code except where that restriction is prohibited by law; introduce malware or attempt to breach security or access controls; exceed agreed usage limits or use the Service to send unlawful, infringing or harmful content; submit Customer Data the Customer is not legally entitled to submit; or use the Service to provide a service bureau to third parties without our written consent.
We may suspend access where there is a material security risk, unlawful use, or non-payment, with notice where reasonably practicable.
5. Customer Data, privacy and data processing
As between the parties, the Customer owns all Customer Data. The Customer grants us a limited, non-exclusive licence to host, process, transmit and display Customer Data solely to provide, secure, support and improve the Service in accordance with these Terms, the DPA and our Privacy Policy.
Privacy roles. Where the Customer is a health information custodian under PHIPA (or equivalent), Structura acts as the Customer’s agent / electronic service provider / information processor and processes PHI only on the Customer’s documented instructions and only as necessary to provide the Service. Structura will not use Customer Data for its own purposes. The DPA governs the processing of Personal Information and PHI, including subprocessors, security safeguards, breach notification, data residency and return/deletion.
Data residency. Canadian data-residency infrastructure is on our roadmap and is not yet current infrastructure. We will update this section and notify Customers before onboarding any production Customer Data, and no production Customer Data is hosted under this Agreement until that update is made. Any current or interim processing location is described in the DPA and Privacy Policy and is subject to comparable protection and, where applicable, a privacy impact assessment.
The Customer is responsible for obtaining all consents and authorizations required for it to collect, submit and have Structura process Customer Data, and for the accuracy and lawfulness of Customer Data.
6. Fees, taxes and payment
Fees are set out in the applicable Order Form. Unless stated otherwise, fees are quoted in Canadian dollars, are exclusive of applicable taxes, and GST/HST (and any applicable provincial sales tax) will be added.
Invoices are payable within the period stated on the invoice. Overdue amounts may accrue interest at the rate stated in the Order Form or the maximum permitted by law. Except as required by law or expressly stated, fees are non-refundable. We may adjust fees on renewal with prior notice.
7. Term, suspension and termination
These Terms apply for the subscription term stated in the Order Form and renew as specified there. Either party may terminate for material breach not cured within the notice period set out in the Order Form. We may terminate or suspend for non-payment not cured after notice.
Effect of termination. Access ceases on termination. On request made within a reasonable period after termination, we will make Customer Data available for export in a commercially reasonable format; thereafter we will delete or de-identify Customer Data in accordance with the DPA and our retention schedule, except where retention is required by law.
8. Intellectual property
We and our licensors own all rights in the Service, software, Documentation and any improvements, excluding Customer Data. No rights are granted except the limited right to use the Service under these Terms.
Feedback. If the Customer provides suggestions, we may use them without restriction or obligation.
Aggregated / de-identified data. We may generate and use aggregated and de-identified data (which does not identify the Customer or any individual) to operate, secure, benchmark and improve the Service, subject to applicable law.
9. Confidentiality
Each party will protect the other’s Confidential Information with at least reasonable care and use it only to perform under these Terms. This section does not limit obligations under the DPA, which governs Personal Information and PHI.
10. Warranties and disclaimers
We warrant that we will provide the Service with reasonable skill and care and in substantial conformity with the Documentation.
Except as expressly stated, the Service is provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and that the Service will be uninterrupted, error-free, or will achieve or guarantee regulatory compliance. Nothing in these Terms excludes liability that cannot be excluded under applicable law.
11. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Each party’s aggregate liability arising out of these Terms is capped at the fees paid or payable by the Customer in the months preceding the event giving rise to the claim, as specified in the Order Form. Carve-outs from the cap are set out in the Order Form.
12. Indemnities
Structura indemnifies for third-party intellectual-property infringement claims arising from the Service; the Customer indemnifies for unlawful Customer Data or use in breach of these Terms. The full indemnity framework is confirmed per Order Form.
13. General
Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, subject to any mandatory consumer or provincial requirements.
Changes to Terms. We may update these Terms; we will provide notice of material changes and, where required, obtain consent. Continued use after the effective date constitutes acceptance.
Assignment. Neither party may assign without consent, except to an affiliate or in connection with a merger or sale of substantially all assets, subject to the assignee assuming these Terms.
Notices. Legal notices to Structura: [email protected].
Standard entire-agreement, severability, waiver and force-majeure provisions apply. If any provision is unenforceable, the remainder stays in effect.
Questions about these Terms? Contact [email protected].