Suoja.email Subscription Services Agreement (SSA)

This Subscription Services Agreement (“Agreement” or “SSA”) is entered into as of the Effective Date specified in the initial Order Form, by and between Suoja.email Oy, a Finnish limited liability company with its principal place of business in Pori, Satakunta, Finland (“Suoja.email,” “we,” “us,” or “our”), and the customer entity specified in the Order Form (“Customer,” “you,” or “your”).

This SSA, together with any and all Order Forms and the Data Processing Agreement, forms a complete and binding legal contract that governs the Customer’s purchase of a subscription to, and ongoing use of, the Suoja.email Service. By executing an Order Form that references this SSA, or by otherwise accessing or using the Service after being presented with this Agreement, the Customer agrees to be bound by the terms and conditions herein.

Article 1: Definitions

“Agreement” means this Subscription Services Agreement, including all exhibits, addenda, and any Order Forms executed hereunder.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes, but is not limited to, the terms of this Agreement, business and marketing plans, technology and technical information, product plans and designs, and business processes.
“Customer Account” means the primary organizational workspace, tenant, or billing profile created within the Service for the Customer, through which the Customer manages its subscriptions, billing settings, and User access.
“Customer Content” means any and all data, text, files, documents, images, and other information that the Customer or its Users transmit, store, or share through the Service.
“Data Processing Agreement” or “DPA” means the Suoja.email Data Processing Agreement, which governs the processing of personal data and is incorporated herein by reference.
“Documentation” means the official user guides, documentation, and help articles for the Service provided by Suoja.email.
“Effective Date” means the date specified in the first Order Form executed between the parties.
“End-User License Agreement” or “EULA” means the Suoja.email End-User License Agreement that governs the conduct of all individual Users of the Service.
“Order Form” means an ordering document or online order specifying the Service to be provided hereunder that is entered into between Customer and Suoja.email, including any addenda and supplements thereto.
“Service” means the Suoja.email secure messaging platform as described in the applicable Order Form.
“Subscription Term” means the period during which the Customer’s Users are permitted to use the Service, as specified in the applicable Order Form.
“Support and Service Level Agreement” or “SLA” means the specific commitments regarding technical support and service uptime that the Customer has purchased, as detailed in the applicable Order Form and the Suoja.email Support Policy.
“User” means an individual who is authorized by the Customer to use the Service, for whom a subscription has been procured, and who has been supplied a user identification and password by the Customer (or by Suoja.email at the Customer’s request).

Article 2: Service Provision & Access

2.1. Provision of Service

Suoja.email will make the Service available to the Customer and its Users pursuant to this Agreement and the applicable Order Form during the Subscription Term.

2.2. License Grant

Suoja.email grants the Customer a non-exclusive, non-transferable, non-sublicensable license for its authorized Users to access and use the Service solely for the Customer’s internal business operations, subject to the terms of this Agreement and the EULA.

2.3. Support and Service Levels

Suoja.email’s commitments regarding technical support and service levels are dependent on the subscription plan purchased by the Customer as specified in the applicable Order Form.

(a) Standard Support. Unless otherwise specified in an Order Form, all subscriptions include Standard Support, which consists of technical support via email during standard Finnish business hours (09:00-17:00 EEST/EET), excluding Finnish national public holidays (“Business Hours”). Suoja.email will use commercially reasonable efforts to respond to Standard Support requests but does not guarantee response or resolution times.
(b) Enhanced Support and SLA. If the Customer has purchased an enhanced support package or a subscription plan that includes a Service Level Agreement, the specific terms of that support, including any guaranteed response times, uptime commitments, and applicable service credits, will be governed by the terms specified in the Order Form and the corresponding Suoja.email Support and SLA Policy, which will be provided to the Customer. Any service credits offered under such a policy shall be the Customer’s sole and exclusive remedy for any failure to meet the specified service levels.

2.4. Modifications to the Service

We reserve the right to modify, enhance, or deprecate features and functionality of the Service from time to time. We will provide Customer with commercially reasonable notice of any material deprecation of functionality. We will not, however, materially decrease the core functionality of the Service during a paid Subscription Term.

Article 3: Customer Obligations

3.1. User Compliance and Management

The Customer shall be fully responsible for ensuring that all of its Users comply with the terms of the Suoja.email EULA. The Customer is responsible for managing its User roster and shall ensure that it does not have more active Users than the number of User licenses purchased. If the Customer’s use exceeds its purchased capacity, we reserve the right to invoice the Customer for the overage at our then-current list prices. Any breach of the EULA by a User shall be deemed a material breach of this SSA by the Customer.

3.2. Account Management

The Customer is responsible for all activities that occur under its Customer Account and all associated User accounts, including the management of User access and the strict confidentiality of its administrative and User credentials.

3.3. Content Responsibility

The Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Content. The Customer represents and warrants that it has obtained all necessary rights and consents to use and share the Customer Content through the Service.

Article 4: Fees and Payment

4.1. Fees

The Customer shall pay all fees specified in applicable Order Forms. Payment obligations are absolute, non-cancelable, and all amounts paid are entirely non-refundable, regardless of early termination, non-use, or mid-cycle account downgrades. Fees are applied as follows:

(a) for advance online payments, fees are based on the purchased tier and capacity;
(b) for manual invoicing, fees are calculated in arrears based on the actual, prorated usage of the Service during the preceding calendar month.

4.2. Invoicing and Payment

Billing logic and timing depend on the Customer’s approved payment method:

(a) Credit Card and Online Payments: Subscriptions are billed in advance on a recurring basis. The billing renewal date (the “Anniversary Date”) is anchored to the exact calendar day of the initial purchase and recurs at the frequency of the Customer’s selected Subscription Term (e.g., monthly or annually).
(b) Invoice-Based Payments: For select approved B2B customers, fees are calculated and invoiced monthly in arrears. Our systems will capture a snapshot of the active state on the last day of the preceding month to calculate the exact prorated usage for each user during that billing period.

Unless otherwise stated in an Order Form, all manual invoices are due within thirty (30) days of the invoice date (“Net 30”).

4.3. Late Payments

If any invoiced amount is not received by Suoja.email by the due date, then without limiting our rights:

(a) a default interest will be levied on the overdue amount from the due date until the date of full settlement. The applicable interest rate is determined biannually as stipulated by the Finnish Interest Act (633/1982). The rate is calculated based on the main refinancing operations rate of the European Central Bank effective before January 1st and July 1st each year, plus a statutory margin of eight (8) percentage points. The applicable rate is confirmed by the Bank of Finland for each six-month period; and
(b) we may condition future subscription renewals on shorter payment terms.

4.4. Suspension for Non-Payment

If the Customer’s account becomes overdue, we reserve the right to suspend access to the Service until all outstanding amounts are paid in full, subject to the following grace periods:

(a) Credit Card and Online Payments: If a recurring payment fails and the account remains overdue for seven (7) days, we may suspend the Service upon providing seven (7) days’ prior written notice (which may be sent via automated email).
(b) Invoice-Based Payments: If an invoiced amount remains unpaid and is fifteen (15) days or more overdue, we may suspend the Service upon providing seven (7) days’ prior written notice.

Suspension of the Service does not relieve the Customer of its obligation to pay any outstanding fees.

4.5. Fee Disputes

If the Customer disputes any charges in good faith, it must notify Suoja.email in writing within thirty (30) days of the invoice date or the date of the credit card charge. The notice must include reasonable details regarding the nature of the dispute. The parties agree to cooperate diligently and in good faith to resolve any such dispute. If no such notice is received within this timeframe, the charges will be deemed accepted and undisputed.

4.6. Taxes

Our fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its purchases hereunder.

4.7. Plan Modifications, Upgrades, and Downgrades

The Customer may upgrade or downgrade their subscription at any time during the Subscription Term. The billing mechanics for such modifications depend on the Customer’s payment method:

a) Credit Card/Advance Payments: Mid-cycle upgrades will result in an immediate, prorated charge for the remainder of the current billing cycle. Mid-cycle downgrades take effect at the start of the next billing cycle. No prorated refunds or account credits will be issued for unused time or capacity.

(b) Manual Invoicing: Subscriptions billed in arrears via manual invoice are not eligible for proration. Upgrades or downgrades made at any point during the month will be reflected in the snapshot taken on the final day of the month, and the Customer will be billed for the total capacity active on that date.

4.8. Add-on Services and Consumables

The Customer may purchase consumable add-on services (e.g., SMS bundles or authentication credits) as one-off prepaid charges.

(a) Expiration: Unless otherwise specified, all consumable credits expire six (6) months from the exact date of purchase. Unused credits that expire are non-refundable.
(b) Manual Invoicing: For subscriptions billed in arrears via manual invoice, upgrades or downgrades made at any point during the month will be accounted for in the end-of-month system snapshot, and the Customer will be billed accurately for the prorated usage of each user during that period.

Article 5: Term, Renewal, and Termination

5.1. Term of Agreement

This Agreement commences on the Effective Date and continues until all Subscription Terms hereunder have expired or have been terminated.

5.2. Subscription Renewal and Cancellation

(a) Auto-Renewal. Unless duly cancelled in accordance with this Agreement, the Subscription Term shall automatically renew for additional successive periods equal in duration to the then-current Subscription Term.
(b) Cancellation. For subscriptions purchased via an online portal, the Customer must cancel via the billing interface prior to the renewal date. For subscriptions procured via a manually executed Order Form, either party may prevent auto-renewal by providing written notice of non-renewal at least fourteen (14) days prior to the expiration of the current Subscription Term.

5.3. Termination and Suspension

(a) For Cause: Suoja.email may terminate this Agreement or suspend Service access immediately, without prior notice, if the Customer commits a material breach of this Agreement, violates the EULA, or if Suoja.email detects a security threat or technical risk originating from the Customer Account.

(b) For Convenience: Suoja.email reserves the right to terminate this Agreement for any reason by providing the Customer with fourteen (14) days’ written notice. In the event of termination for convenience by Suoja.email, the Customer’s sole remedy shall be a pro-rata refund of any prepaid fees for the remaining, unused portion of the Subscription Term.

5.4. Effect of Termination & Data Portability

Upon any termination of this Agreement, the Customer shall immediately cease all use of the Service. All outstanding payment obligations shall become immediately due. For a period of thirty (30) days following termination, Suoja.email will make any Customer Content available to the Customer for export in a standard, machine-readable format. After this 30-day period, we will have no obligation to maintain or provide any Customer Content and may thereafter, unless legally prohibited, delete all Customer Content from our systems.

5.5. Survival

The articles titled “Fees and Payment,” “Confidentiality,” “Intellectual Property,” “Warranties and Disclaimers,” “Limitation of Liability and Indemnification,” and “General Provisions” shall survive any termination or expiration of this Agreement.

Article 6: Confidentiality

6.1. Definition

“Confidential Information” is defined in Article 1. It does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure, (c) is received from a third party without breach of any obligation, or (d) was independently developed by the Receiving Party.

6.2. Obligations

The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) to not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

6.3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

Article 7: Data Processing and Security

7.1. Data Processing Agreement (DPA)

The parties agree to comply with the terms of the Suoja.email Data Processing Agreement, which is incorporated by reference into this SSA. The DPA sets out the parties’ respective obligations with respect to the processing of personal data.

7.2. Security Measures

Suoja.email will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Content, as more fully described in the DPA.

Article 8: Intellectual Property

8.1. Suoja.email IP

Suoja.email retains all right, title, and interest in and to the Service, the Documentation, and all underlying intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

8.2. Customer IP

The Customer retains all right, title, and interest in and to the Customer Content. Suoja.email obtains no rights to Customer Content other than the limited license necessary to provide the Service.

8.3. Feedback

If the Customer or any of its Users provides any suggestions, enhancement requests, or other feedback to Suoja.email, the Customer grants Suoja.email a royalty-free, worldwide, perpetual license to use and incorporate such feedback into the Service without any obligation or compensation.

Article 9: Warranties and Disclaimers

9.1. Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it will comply with all applicable laws in its performance of this Agreement.

9.2. Suoja.email Warranty

Suoja.email warrants that the Service will perform materially in accordance with the applicable Documentation. For any breach of this warranty, the Customer’s exclusive remedy shall be to terminate the Agreement for cause as provided in Article 5.3.

9.3. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS-IS.” SUOJA.EMAIL MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.4. High-Risk Use Disclaimer

The Service is not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Service could lead directly to death, personal injury, or severe physical or environmental damage.

Article 10: Limitation of Liability and Indemnification

10.1. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10.2. Indemnification by Suoja.email

We will defend the Customer against any claim made by a third party alleging that the Service infringes a patent or copyright. This obligation does not apply to the extent the claim arises from (a) the Customer’s breach of this Agreement, (b) use of the Service in combination with any other product or service not provided by Suoja.email, or (c) any modification of the Service not made by Suoja.email.

10.3. Indemnification by Customer

The Customer will defend Suoja.email against any claim made by a third party arising from or relating to (i) the Customer Content, or (ii) a violation of the EULA or this SSA by the Customer or its Users.

10.4. Indemnification Procedure

The indemnifying party’s obligations are conditioned on the indemnified party (a) promptly giving written notice of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing reasonable assistance, at the indemnifying party’s expense.

Article 11: General Provisions

11.1. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Finland. Any dispute arising out of or relating to this Agreement shall be first subject to a 30-day informal negotiation period between the parties’ executives. If not resolved, the dispute shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.

11.2. Notices

All legal notices must be in writing and sent to the addresses first set forth above.

11.3. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.4. Entire Agreement and Order of Precedence

This SSA, together with the DPA and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the DPA, (2) the applicable Order Form, (3) this SSA.

11.5. Publicity

The Customer agrees that Suoja.email may identify the Customer as a user of the Service and may use the Customer’s name and logo in marketing materials, unless the Customer revokes this right in writing.

11.6. Third-Party Services

The Service may integrate with or contain links to third-party applications or services. Suoja.email does not warrant and is not responsible for the actions or failures of any third-party providers.

11.7. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.8. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, such as acts of God, war, terrorism, riots, or government action.

11.9. Audit Rights

(a) Compliance Audits: To ensure compliance with this Agreement and the purchased licensing limits, Suoja.email may audit the Customer’s use of the Service. For such standard compliance audits, Suoja.email will provide at least fourteen (14) days’ prior written notice. The Customer agrees to cooperate reasonably and in good faith with any such audit.
(b) Security and Operational Integrity: Notwithstanding the foregoing, Suoja.email reserves the right to inspect, monitor, or audit the Customer’s account and usage without prior notice if Suoja.email reasonably suspects a material breach of the EULA, a compromise of account security, or an imminent threat to the technical operation, performance, or security of the Service.
(c) Law Enforcement and Authority Requests: Suoja.email may access, preserve, or disclose Customer information and usage data without prior notice if required to do so by a legally binding order, subpoena, or request for executive assistance from a competent governmental or law enforcement authority. Where legally permitted, Suoja.email will use commercially reasonable efforts to notify the Customer of such requests; however, no notice will be provided if Suoja.email is legally prohibited from doing so.
(d) Customer Support Investigations: In connection with resolving a customer support request, Suoja.email may request permission to audit the Customer’s handling of the related issue and usage of the Service. The Customer agrees to grant such permission and provide necessary access without delay.

11.10. Anti-Corruption

Both parties agree that they have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents in connection with this Agreement.