Terms of Service

1. Who we are and what this is

These Terms of Service are the agreement between you and Soomi Inc. ("Soomi", "we", "us"), a corporation incorporated under the laws of Canada (corporation number 1801775-1), with its registered office at 28 Sevenoaks Ave, Etobicoke, Ontario M8Z 3P9. They cover the Soomi office suite and everything that comes with it: files, documents, mail, calendar, contacts, meetings, chat, the Soomi portal and website, and our apps (together, the "Services").

They apply whether you use Soomi as an individual for personal purposes (a "consumer") or on behalf of a business or other organization (a "business customer"). Where the rules differ, we say so. "You" means whoever accepts these Terms: the individual, or the organization the person accepting them represents.

These Terms include the following documents, each as updated under section 19:

• the Acceptable Use Policy, which also binds everyone you invite into your account;
• the Privacy Policy, which explains what personal information we handle and why;
• for business customers, the Data Processing Agreement, which governs our handling of your organization's content on your behalf.

If they conflict, these Terms prevail, except that the Data Processing Agreement prevails on the handling of business customer content. All of them are published at soomi.ca/legal, in English and in French. If you accepted them in French, the French version governs your agreement.

2. Canadian custody and lawful access

Your content is stored and processed in Canada, by a Canadian company. Soomi's servers, storage and backups are in Canadian data centres run by Canadian providers, and we operate them ourselves. Your content is stored on encrypted disks and our backups are encrypted; the keys are held by Soomi, on our own key servers outside our hosting provider, not by the provider. Soomi Inc. has no parent company, office, staff or servers in the United States.

What custody means, and what it does not. We hold your content in Canada under Canadian law. Soomi is not end-to-end encrypted: like every hosted office suite that lets you search, preview and co-edit, our systems can process your content in order to provide those features. Your protection is that it is held by a Canadian company, in Canada, and released only as described below.

Who can require us to hand it over. We disclose customer content or personal information to an authority only when valid Canadian legal process requires it (for example, a production order or warrant issued under Canadian law), and only what that process requires. We do not build or install any capability for authorities to intercept or access content directly. A foreign government or court cannot compel us directly; a request from outside Canada must go through Canadian legal process, which a Canadian court must authorize.

Telling you. When we receive a demand for your content, we tell you before we respond, unless the law or a court order forbids it, so you can challenge it. Where a business customer's content is concerned, we tell the organization.

The limits we disclose. A few services we rely on are based outside Canada or are owned outside Canada, such as card networks, our payment processor's owner and the authority that issues our security certificates. None of them receives your content. The Privacy Policy lists every one, what it receives and why.

3. Your account and who may hold one

To accept these Terms you must have reached the age of majority where you live (in Canada, 18 or 19 depending on your province or territory). Anyone younger may use Soomi only as a member of a family plan held by their parent or guardian, who accepts these Terms on the minor's behalf and is responsible for the minor's use (section 12).

We do not verify identity or age documents. We rely on what you tell us, and you confirm that it is true when you sign up.

If you accept these Terms for an organization, you confirm that you have authority to bind it.

Keep your sign-in details and any device passwords confidential. You are responsible for what happens under your account until you tell us it has been compromised. Tell us at privacy@soomi.ca as soon as you suspect it has been. Keep at least one verified recovery address on your account: it is the only way back in if you lose access, and we cannot reset an account we cannot verify.

4. Your content

You own everything you store in Soomi: files, documents, mail, calendars, contacts, chats and recordings ("your content"). You give us only the limited permission we need to host, store, back up, transmit and display it to you and the people you share it with, for the purpose of providing the Services and complying with the law. That permission ends when your content is deleted under section 14.

What we do and do not do with it:

• We do not sell it, use it for advertising, or use it to train AI models.
• People at Soomi do not open it except when you ask us to (for example, in a support request), to investigate abuse reported under the Acceptable Use Policy, or when Canadian law requires it (section 2).
• Automated systems on our own Canadian servers process it as part of the service: mail is scanned for spam and malware, files are indexed so you can search them, and documents are converted for previews. None of this sends your content outside Soomi.
• Optional AI features run on infrastructure we operate. If your organization's administrator turns on an external AI provider, that is the administrator's choice, it is off by default, and we tell you so before it is enabled.

You are responsible for your content and for having the right to store and share it.

You can take your content with you at any time, in standard formats (section 14). Soomi does not hold it in any format only we can read.

5. Plans, billing and taxes

Billing terms. Paid plans are billed monthly or annually, always in advance. Where we offer it, an annual plan can be paid in one of two ways: the whole year up front, or as a one-year commitment paid monthly at the lower annual rate. Add-ons follow the billing term and renewal date of your plan.

Automatic renewal. Your plan renews automatically at the end of each term, and we charge the card on file on the renewal date, until you cancel (section 7) or remove the card. When you buy, you authorize our Payment Processor to store your card for this purpose. Your renewal date is set by your first purchase and cannot be moved.

Paid before granted. A purchase or change takes effect only once its charge succeeds. We send a receipt for every charge.

Currency. All plans are billed in Canadian dollars, including for customers outside Canada. Any US-dollar price we show is an estimate for reference only: you are charged the Canadian-dollar price, and your card issuer converts it at its own exchange rate and may add its own fee. Your account's billing currency is set when you first buy and does not change later, even if we begin offering billing in another currency.

Taxes. Prices are shown before tax. We charge GST or HST based on the province of your billing address, and show it on your receipt. We do not currently charge sales tax to customers in the United States. Your billing address is required before you buy, because it decides your currency and tax.

Card payments are processed by Moneris Solutions (its ownership and what it receives are listed in the Privacy Policy). Card numbers are entered on Moneris's secure form and never reach Soomi; we keep only a reference to your card and its last four digits.

6. 30-day money-back guarantee, refunds and credit

The guarantee. If Soomi is not right for you, cancel within 30 days of your first payment and we refund everything you paid in those 30 days, in full, to the card you paid with. It applies to monthly and annual plans alike, and to add-ons bought in that window. You don't need to ask: cancelling within those 30 days refunds it automatically.

The guarantee is for trying Soomi, once. If an account that received a guarantee refund is followed by a new signup, we review the new account before it can be charged, and we may decline it. A guarantee refund that matches an earlier one is reviewed before it is paid.

Credit on your account. Outside the guarantee, when money comes back to you while you remain a customer (for example, after reducing seats or downgrading), we hold it as credit on your account and use it automatically against your next charges. You can refund credit to your card yourself at any time, from Billing in the portal. On an annual plan more than 30 days into its year, a refund of credit keeps the annual discount on the days the removed seats or add-ons were used: that time is charged at the plan's regular monthly price, by the day. Credit you keep and spend on Soomi is never reduced. If a refund cannot be sent automatically, our team processes it within 2 business days.

When you leave. When you cancel everything and no further charges will be made, we refund any remaining credit to your card automatically, after deducting anything you still owe, including any early-cancellation amount under section 7.

Annual plans and one-year commitments have their own early-cancellation rules (section 7).

Refunds go back to the card used for the original payment. If that card can no longer receive a refund, we will contact you to arrange another way. Banks usually take 3 to 10 business days to show a refund.

7. Cancelling

You can cancel any plan or add-on at any time in the Soomi portal.

Cancellation takes effect the day you cancel. Your service ends that day, and we refund the unused part of what you paid, calculated by the day, to the card you paid with. Before you confirm, we show you the refund and ask you to confirm you have exported what you need. Personal and family accounts stay accessible for 48 hours after cancelling so everyone can export their files and email (section 12); a business account's service ends immediately. Within the first 30 days, the guarantee in section 6 applies instead.

Annual plans, ending early. An annual plan costs less than paying the regular monthly price for twelve months. After the 30-day guarantee, ending it before the year is over works like this:

• Paid up front: we refund what you prepaid, minus the days you used, charged at the same plan's regular monthly price. The result is never below zero: you never owe more than you already paid.
• Paid monthly under a one-year commitment: ending it works like any cancellation: the unused days of your current month come back to you. Because each month you paid was discounted, we then recover that discount for the days you used: the difference between the regular monthly price and the price you paid. We take it from the amount coming back to you first. If the discount is larger, we charge your card for the difference, plus tax; if it is smaller, we refund the rest. We show you all of this before you confirm.

If you are a consumer in Quebec, what we keep or charge when you end an annual plan or commitment early is limited to the lesser of $50 or 10% of the price of the services not yet provided, as Quebec's Consumer Protection Act requires. Business customers are not covered by this limit.

When you have cancelled everything, your account moves to the deletion and export rules in section 14.

8. Changing your plan

You see the price before you confirm. Every change shows exactly what you will be charged today (tax included), how much credit is being used, and what you will pay from your next renewal. Nothing is charged until you confirm.

• Adding seats, places or add-ons, or upgrading, takes effect immediately. We charge for the rest of the current period, in proportion to the time left.
• Reducing seats or places takes effect immediately, and the unused value becomes credit on your account (section 6). You can only reduce to a number that is not in use: archive or remove the people first.
• Downgrading to a smaller plan can take effect immediately (with credit for the unused value) or at your next renewal; you choose when you make the change.
• Cancelling an add-on takes effect the day you cancel it, and the unused value becomes credit on your account (section 6).

If you are over a limit of the smaller plan (for example, storage), the change screen tells you what will happen before you confirm.

9. Price changes

You keep the price you signed up at until we tell you otherwise. If we raise the price of your plan or add-ons, we tell you by email at least 30 days before your first renewal at the new price. The new price applies only from that renewal, never to a term you have already paid for. If you do not want to continue at the new price, cancel before that renewal (section 7) and you will not be charged it.

A change in tax rates is not a price change: taxes are charged at the rate in force when you are billed.

Special offers. If you accepted a written offer from us with its own price promise (for example, an early-adopter discount with no increases for a stated period), we honour that promise for the period and scope it states, and it takes priority over this section.

10. If a payment fails

If a renewal charge is declined, nothing changes straight away. We tell you the same day, and then:

Day after the failed charge	What happens
0	We email you. Your service continues.
3, 7, 14 and 21	We try the charge again. On day 7 we tell you the date your account will be suspended; day 14 is the final reminder.
30	If it is still unpaid, your account is suspended.
60	If it is still unpaid, we may close the account, after a final notice.

While suspended, no one can sign in or reach your files or mail, and connected devices stop syncing. Your content is kept, untouched. We stop billing you while you are suspended. We send the payment link and an offer to export your data to your verified recovery address.

To restore, pay the overdue amount from the link or in the portal. Access returns right away. The period you were locked out is not charged: we bill the restored period only from the day you paid. You can also change to a smaller plan while you settle up.

You can update your card at any time in the portal to avoid any of this.

11. Storage and fair use

Each plan includes the storage, users and features shown on our pricing page when you buy. Your current usage is shown in the portal.

When you reach your storage limit, new files may not upload and new mail may be refused until you free up space or move to a larger plan. We do not delete anything to make room.

Soomi is an office suite for your own work and collaboration. It is not a public file-hosting, streaming or bulk-mailing service. If your use puts an unreasonable load on the shared service, we will contact you first where we can, and we may limit that use under the Acceptable Use Policy and reserve the right to immediately cancel your service(s).

12. Family plans

A family plan has one owner, who accepts these Terms, pays for the plan and buys its places (up to 10). The owner can invite people to fill places, or create accounts for them.

Adult members have their own private accounts: the owner cannot read their mail or files. Each adult member must accept these Terms and the family member terms themselves before using Soomi.

Minor members may join only through a parent or guardian on the plan, who confirms they are the minor's parent or guardian, accepts these Terms on the minor's behalf, and is responsible for the minor's use. When a minor reaches the age of majority, they must accept these Terms themselves to keep using their account.

Leaving or being removed.

• When the owner removes an adult member, that member is told by email and given a link to export their data. Their account stays usable for 48 hours, then is deleted. The owner chooses whether the place ends (and stops being billed) or is kept for someone else.
• When a guardian removes a minor, the minor's account is deleted once the guardian confirms.
• If the owner cancels the family plan, service ends that day. The owner and every adult member are told by email and keep access for 48 hours to export their files and email; then their accounts are permanently deleted. A member already in a 48-hour window keeps their own. A minor's account is deleted once the guardian confirms.

13. Business accounts

Your organization is in control of its workspace. Its administrators decide who has an account, what they can use, and what happens to an account when someone leaves. Accounts in your workspace belong to your organization, not to the individual: an administrator can suspend or remove them and, where the law allows, give another person access to a departed user's content. You are responsible for telling your users this.

Seats are bought, not counted: you pay for the number of seats on your plan, whether or not each is in use, and you can add or reduce seats under section 8.

Your own domain. You can bring your organization's domain(s) to Soomi. You are responsible for the domain's DNS records; we tell you which records to set and check them, but mail only reaches Soomi once your records point here. Before your live mail is moved, you confirm that you are ready.

Your organization's content and our role. For content your organization stores in Soomi, your organization decides how it is used and we handle it only on your instructions. The Data Processing Agreement sets this out and forms part of these Terms for business customers.

Everyone you invite into your workspace is bound by the Acceptable Use Policy, and you are responsible for their use of the Services.

14. Exporting your data and deleting your account

Export at any time. From the portal you can download a complete copy of your account: mail as standard .eml messages, files as you stored them, calendars as .ics, contacts as .vcf, and your account details. The download is one encrypted archive, locked with a passphrase you choose. We never see that passphrase and cannot recover it. The download link works for 24 hours, and the archive is deleted from our servers 48 hours after it is ready.

Deleting your account. When you delete your account, it is first held for 30 days in case you change your mind. After that we delete your content (files, mail, calendars, contacts) and remove or anonymize your personal information.

After cancelling everything. A personal or family account is permanently deleted 48 hours after you cancel (section 7). A business account's content is deleted when it cancels, after its administrator confirms they have exported what they need.

What we keep after deletion, and why:

• records of the terms and consents you accepted, to show what was agreed;
• billing and tax records, for as long as Canadian tax law requires;
• records Canadian law requires us to keep, only for the period it sets (we keep none that no law requires);
• a record that the account existed and was deleted, without your content;
• your Soomi email address is never given to anyone else, so mail meant for you cannot reach a stranger.

Backups. Backups exist only so we can restore the service after a failure. We do not restore individual files, messages or accounts from backups on request: to recover something you deleted, use your Trash while it is still there. Deleted information can remain in our encrypted backups, held in Canada, until they expire, within 90 days, and is then gone.

Business accounts are deleted at the organization's request after the same 30-day hold. If your domain's mail still points to Soomi, we ask you to confirm before deletion, so that incoming mail is not lost without warning.

15. Availability, changes, support and preview features

We work to keep Soomi available at all times, but it will sometimes be unavailable for maintenance or because something fails. We announce planned maintenance in advance where we can. We do not currently offer a service-level agreement or uptime credits; if we offer one later, it will be in a separate written agreement.

We improve Soomi continually and may change, add or retire features. If a change materially reduces what your paid plan includes, we tell you at least 30 days ahead, and you may cancel with a refund of the unused part of what you prepaid.

Support is by email at privacy@soomi.ca. We aim to reply within 1 business day (Eastern time).

Features we label as preview or beta are offered for you to try. They may change or be withdrawn, and section 17's limits apply to them in full.

16. When we may suspend or close an account

We may suspend or close your account, or part of it, if:

• a payment remains unpaid (section 10);
• you or someone in your account seriously or repeatedly breaks these Terms or the Acceptable Use Policy;
• the law requires us to, or a Canadian court or authority orders us to; or
• it is necessary to stop serious harm to other people, other customers or the service, such as an account being used to spread malware or phishing.

Where we reasonably can, we tell you first, explain why, and give you a chance to fix the problem. We may act first and tell you afterwards when waiting would cause serious harm or when the law forbids us to tell you.

If we close your account for any reason other than your serious breach, we refund the unused part of anything you prepaid, and you can export your data under section 14 before it is deleted. If we close it for serious breach, we may limit access to the export where the law requires it or where the content itself is the problem (for example, material we are legally obliged to remove).

You may close your account at any time (sections 7 and 14).

17. Our responsibility to you

We provide the Services with reasonable skill and care, and we back up your content as described in the Privacy Policy. Beyond that, and to the extent the law allows, the Services are provided as they are, without other promises: we do not guarantee they will be uninterrupted or error-free, or that they suit a particular purpose you have in mind. Keep your own copy of anything you cannot afford to lose.

If you are a consumer, nothing in these Terms takes away rights you have under consumer protection law where you live, including Ontario's Consumer Protection Act, 2002 and Quebec's Consumer Protection Act. Where those laws do not allow a limit or exclusion below, it does not apply to you.

Limits that apply to everyone, where the law allows:

• We are not liable for indirect or consequential losses, or for lost profits, revenue, business opportunity or data, even if we were told they were possible.
• Our total liability for all claims relating to the Services in any 12-month period is limited to the amount you paid us in that period.
• These limits do not apply to liability that cannot be limited by law, such as liability for fraud, or for death or personal injury caused by our negligence.

If you are a business customer, you will compensate us for claims by third parties arising from content you or your users store or share, or from use that breaks the Acceptable Use Policy.

18. Governing law and disputes

These Terms are governed by the laws of Ontario and the federal laws of Canada that apply there.

If something goes wrong, write to us at privacy@soomi.ca first. We will try in good faith to resolve it with you within 30 days.

If we cannot, the courts of Ontario, sitting in Toronto, decide the dispute. If you are a consumer, you may instead bring a claim in the courts where you live, and the consumer protection law where you live continues to apply to you. Nothing here stops a consumer from using a small claims court, or from complaining to a consumer protection or privacy regulator.

19. Changes to these Terms

Every version of these Terms has a date. We keep a record of exactly which version you accepted, in which language, and when, so either of us can always show what was agreed.

When we make a material change, we tell you by email and in the portal at least 30 days before it takes effect, and we ask you to accept the new version. We do not treat simply continuing to use Soomi as acceptance of a material change. If you do not accept it, you may cancel before it takes effect, and the cancellation and refund rules of these Terms as you last accepted them apply.

Changes that do not reduce your rights (corrections, clarifications, a new feature's terms) take effect when we publish them, and we note them in the change log at soomi.ca/legal.

Price changes follow section 9, not this section.

20. Contact and notices

We send notices about your account (billing, security, changes to these Terms) by email to your account address and in the Soomi portal. Keep your address current; a notice sent to it counts as given.

To reach us about these Terms, privacy, abuse or anything else:

• Email: privacy@soomi.ca
• Mail: Soomi Inc., 28 Sevenoaks Ave, Etobicoke, Ontario M8Z 3P9, Canada
• Privacy officer: Mark Morais

If any part of these Terms is found unenforceable, the rest still applies. If we do not enforce a right straight away, we have not given it up. You may not transfer this agreement without our consent; we may transfer it to a successor of our business, and we will tell you if we do.