Terms and conditions

1. Introduction

PASSWD is a team password manager that safeguards all your credentials in one secure place. (“PASSWD”).

PASSWD is provided in the following versions:

1. Passwd Demo: free demo version for individual users enabling to easily try using PASSWD with Test Data before purchasing subscription to unlimited version (“Passwd Demo”);
2. Passwd Free Tier: free demo version for admin users enabling to easily try using PASSWD with Test Data before purchasing subscription to unlimited version (“Passwd Free Tier”);
3. Passwd Unlimited: full version of Passwd based on paid subscription (“Passwd Unlimited”).

The Services offered under these Terms are provided by Passwd s.r.o., a company existing under the Czech laws with its registered address at Rohanské nábřeží 717/4, Postal Code: 186 00 Prague 8, Czech Republic, Id. No. 08647682 (hereafter “Passwd”, “we” or “us”).

The PASSWD Terms of Use (the “Terms”) cover the use of and access to the PASSWD.

Our Privacy Policy explains how Passwd collects and uses personal data, while the Subscription Plan Particulars available online when placing the respective order stipulate the particular terms, such as the amount of users, security guarantee and price of the ordered plans. These Terms, the Privacy Policy, the Order Confirmation and the Subscription Plan Particulars together constitute the full contractual relationship between Passwd and the User. Each PASSWD User must comply with the rules specified in the Terms below. The User bears in mind and agrees that Passwd does not allow the use of PASSWD by any User who does not agree to the Terms, and that when registering and initially using PASSWD, the User unconditionally agrees to the Terms and agrees to comply with them.

The Services offered under these Terms are offered to Non-Consumers only. The User acknowledges that and confirms by placing an order and providing business contact details that it purchases the Services in connection with its business activities.

By placing an order for Passwd Unlimited or installing Passwd Demo or Passwd Free Tier and agreeing to these Terms, a binding contract is concluded between the User and Passwd. If the User does not agree to and accept all of the Terms, they have no right to use the Services.

2. Definitions

For the purposes of this Terms document, the capitalised terms below have the following meanings:

3. Subject of the Agreement and the Terms

1. Under the Agreement Passwd undertakes to provide the Services in the scope defined in the Agreement and the User undertakes to pay the agreed price for the selected Subscription plan under the terms and conditions set forth in the Agreement and to use the Services in accordance with these Terms.

4. Using PASSWD

1. When using the PASSWD, the User acknowledges and agrees that:

   1. the PASSWD and related Services may only be used in strict compliance with these Terms and the laws of the Czech Republic and of the European Union;
   2. when placing an order or installing PASSWD, the User consents to these Terms and declares that they have duly read and understood them and unconditionally agree to them;
   3. the User shall not use the PASSWD or act in a way which might disrupt or damage the operation of the PASSWD, violate the rights of third parties, or be in any way unethical; and
   4. the User shall not store any Password through the PASSWD that violates the rights of third parties including any intellectual property rights;
   5. the User purchases the Services in connection with its business activities;
   6. the User shall not modify PASSWD or its source code in any way or to update the PASSWD or its source code in any way or decompile or analyse the source code of PASSWD.

2. Passwd is not liable for any User conduct associated with the use of the PASSWD, and in particular Passwd is not liable for any Password which is stored and shared by the User.

3. Unless stated otherwise in these Terms, Passwd will not conduct any monitoring of the Passwords and is not liable for such Passwords. Passwd does not control or monitor the activities pursued by the User in the PASSWD.

5. Passwd Demo and Passwd Free Tier

1. This section applies only to Passwd Demo and Passwd Free Tier.
2. Passwd Demo and Passwd Free Tier are provided free of charge to enable Users to try PASSWD before potentially purchasing Passwd Unlimited.
3. Passwd Demo and Passwd Free Tier are provided as a service to Users. User may use Passwd Demo and Passwd Free Tier solely for the purpose of testing and trying the functionalities of PASSWD.
4. Passwd Demo and Passwd Free Tier are not intended to be used as the full version of Passwd and are not intended to be supplied with real data.
5. The User may upload only Test Data to Passwd Demo and Passwd Free Tier and shall not not store real Passwords in Passwd Demo and Passwd Free Tier.
6. Passwd does not provide any guarantee for security of data uploaded to Passwd Demo and Passwd Free Tier. Testing Data uploaded to Passwd Demo and Passwd Free Tier are not under full control of the User and could be accessible to third parties including both Passwd as well as provider of Google Workspace Marketplace.
7. In order to use Passwd Demo or Passwd Free Tier, User shall register an Account at Google Workspace Marketplace and install the respective version of PASSWD. Passwd Demo may be used with individual Google account. Passwd Free Tier may be used with G Suite administrator account. After installing, Passwd Demo or Passwd Free Tier will be made available for use to the User.
8. Passwd Demo or Passwd Free Tier do not require registration of an Account at the PASSWD Website. However, when using Passwd Demo or Passwd Free Tier via Google Workspace Marketplace, Passwd will be provided with email address of the User‘s Google Account used in connection with the installation.

6. Passwd Unlimited

1. This section applies only to Passwd Unlimited.

2. The User acknowledges that using PASSWD requires using Google Cloud Platform service where Passwords are stored.

3. Passwd Unlimited is provided to the Users as a binary copy of Passwd Unlimited software, which is stored and operated on User’s Google Cloud Platform. Passwd grants the user a license to use the software with the scope described below in Section 6.6  of these Terms. When placing an order, the respective Tarif Plan may also include first installation of PASSWD and support services and updates.

4. The User is the only subject authorised to dispose of the Passwords uploaded on the Server or otherwise created in Passwd Unlimited. As part of this disposition, the User may entrust Passwd through commands given in the PASSWD to perform certain actions or use any Services.

5. PASSWD is subject to Passwd’s intellectual property rights. By concluding this Agreement, Passwd grants the User a non-exclusive license to use the PASSWD for the purposes set forth by the Agreement to the following extent (the “License”):

   1. Scope of the license: The User is entitled to use the PASSWD. The User is not entitled to modify the PASSWD or its source code in any way or to update the PASSWD or its source code in any way.
   2. The License is limited to the time period set forth in the Subscription Plan Particulars.
   3. The User shall be entitled to use the License to the extent and under the conditions set forth herein for the fee stipulated in the Subscription Plan Particulars.
   4. The User is not entitled to provide a sub-license to a third party or assign the license to third party without Passwd’s explicit prior written consent.

7. Passwd Unlimited: Placing Orders and fees and payment

1. This section applies only to Passwd Unlimited.
2. Passwd Unlimited may be ordered via Order Form at the PASSWD Website. The User may place an Order for a selected Subscription Plan for Passwd Unlimited through the Order Form on the PASSWD Website.
3. To place an Order for any of the Subscription Plans, the User must be at least 18 years of age and must have a full legal capacity under the terms of the Civil Code.
4. In order to place an order for the Subscription Plan, the User must provide (i) Full name/ Company name; (ii) E-mail; (iii) Phone number; (iv) optionally VAT ID; and (vi) address of its registered seat. The data entered during the registration may not be misleading in any way as to the true identity of the User. The Services offered under these Terms are offered to Non-Consumers only and thus business details are required when placing an Order. The User acknowledges that and confirms by placing an order and providing business contact details that it purchases the Services in connection with its business activities.
5. Following registration, Passwd will send a confirmation email with a link taking the User to the registration confirmation website. Account registration is complete after the User confirms the Account registration through the link sent by email.
6. By placing an order for Passwd Unlimited, a binding order is created to purchase the selected Subscription Plan. An overview of Subscription Plans on the PASSWD Website shall not be considered as an offer within the meaning of the Civil Code; Section 1732(2) of the Civil Code shall not apply.
7. Before placing a binding order for Passwd Unlimited, each User must read these Terms and explicitly confirm that they have read and agreed to these Terms by ticking the box: “I have read and agree to the PASSWD End-User Terms of Use and Licensing Terms”. These Terms will be further available for download in the User’s Account on the PASSWD Website.
8. After placing an order for the selected Subscription Plan, the User will be redirected to a payment page, where the cost of the selected Subscription Plan can be paid. Acceptable methods of payment are listed on the Order Form on the PASSWD Website.
9. Passwd will notify the User of its acceptance by issuing an Order Confirmation. The Order Confirmation will be sent to the User via email to the email address provided in the User’s Account. A binding contract for the purchase of the selected Subscription Plan is formed when the User receives the Order Confirmation from Passwd.
10. Passwd will provide the Services and access to the PASSWD after the User pays in full the agreed purchase price for the selected Subscription Plan with the exception of the limited free version of the PASSWD if currently offered on the PASSWD Website. Passwd will provide the User with the Services in the scope defined in the Subscription Plan Particulars indicated in the Order Confirmation. The Services will be provided by giving the User access to the PASSWD and enabling the User to use the PASSWD in the scope defined in the Subscription Plan Particulars.
11. The current prices for the Subscription Plans are indicated on the PASSWD Website. The price for the selected Subscription Plan considering the scope of the license ordered by the User will be confirmed in the Subscription Plan Particulars, which will be provided to the User together with the Order Confirmation.
12. VAT is payable by the User at the applicable rate as indicated on the Invoice.
13. If the User is paying by credit / debit card or via other online payment services, the User will be redirected to a third-party payment website, where the User will be asked to provide the necessary payment details and make the payment.
14. After Passwd obtains the payment, Passwd will send the User a payment confirmation to the email address registered in the User’s Account.

8. Liability of defects & Guarantee

1. The User acknowledges that Passwd shall not be held liable for (i) any delay in carrying out the Services caused by the User or any third party acting on behalf of the User; (ii) a User’s (or third party if acting under the User’s control) non-compliance with the Terms or other instructions; (iii) any delay in carrying out the Services caused by the third party, especially cloud provider; (iv) changes in the external systems and/or in the User environment, such as but not limited to testing, development and production environments; (v) the quality of the activities provided by the User’s employees; and (vi) any delay in carrying out the Services caused by a Vis Maior event.
2. The User acknowledges that Passwd Demo and Passwd Free Tier are provided free of charge as demo version for testing purposes and Passwd bears no liability for the quality of the service or security of data.
3. Passwd bears no liability in regard to all the operations to be undertaken by the User. In particular, it shall not be liable for any improper operations, changes in the external system, and/or for any configuration activities executed or carried out by the User and/or third party, which is directly associated with the User.

9. Limitation of liability

1. Passwd’s maximum aggregate liability under the Agreement whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the aggregate amount of fees payable by the User to Passwd in respect of the Services in question in the preceding twelve months. The parties agree that the limited liability for damages arising out of any breach of the Agreement is appropriate to the circumstances of the subject matter of the Agreement and business relations. The limitation of the extent of compensation for damages represents a foreseeable and reasonable rate of compensation for damages which on the date of the entering into the Agreement the parties anticipated as the possible consequence of the breach of obligations arising out of the Agreement and which could be anticipated in connection with the given facts and objectives of the Agreement. Nothing in the Agreement shall limit or exclude Passwd’s liability caused by gross negligence or any liability which cannot be excluded by law.

10. Processing of personal data

1. Information on how Passwd collects and uses personal data can be found in the Privacy Policy available on Passwd Website.

11. Duration of this Agreement & Termination

1. The Agreement is concluded for (i) the duration of the selected Subscription Plan or (ii) for an indefinite period of time in the event that no particular duration is specified in the Subscription Plan Particulars or in the event that no particular Subscription Plan is ordered.
2. Passwd may terminate the Agreement at any time, if so specified by these Terms, or if required by law.
3. Termination of the Agreement for a definite period of time prior to the Subscription Plan’s expiration. None of the parties may terminate the Agreement prior to the expiration of the selected Subscription Plan, except for the extraordinary termination grounds described in Section 13.5  of these Terms.
4. Termination of the Agreement for an indefinite period of time. If the Agreement is concluded for an indefinite period of time in accordance with Section 13.1  of these Terms, both Passwd and the User may terminate the Agreement as follows:
   1. Passwd may terminate the Agreement at any time without specifying a reason with a one-month notice period delivered to the User via email and via an Account notification.
   2. The User may terminate the Agreement at any time without specifying a reason with a one-month notice period through the termination option in the Account.
   3. The Agreement will be terminated as of the last day of the month after the one-month notice period has elapsed.
5. Extraordinary termination of the Agreement. The Agreement may be terminated by the entitled party with immediate effect after delivery of a termination notice in the following instances:
   1. Passwd may terminate the Agreement if the User is in arrears with any payment due under the Agreement.
   2. Passwd may terminate the Agreement if the User or their use of the Services in any way violates the Agreement or these Terms or any applicable laws.
   3. The User may terminate the Agreement prior to expiration of the selected Subscription Plan only if the Services are unavailable for more than 24 hours.
6. Deletion of Content. In the event of termination of this Agreement, whether by the User or by Passwd, Passwd may delete all the stored (uploaded or created) Content in the PASSWD one month after the termination of this Agreement.

12. Modification of these Terms

1. Passwd reserves the right to amend and supplement any or part of these Terms. This provision is without prejudice to the rights and obligations that have already arisen during the effective period of the previous version of the Terms.
2. In the event of any modification or update of these Terms, Passwd will notify the User via email at least four weeks in advance before any such modification becomes effective to the email address indicated in the User’s Account. An up-to-date version of these Terms can be also found on the PASSWDS Website.
3. In the event of any modification of these Terms, except for any modification merely reflecting changes in applicable legislation, the User has the right to reject the planned changes to these Terms and to terminate the Agreement without stating any reason in accordance with Section 13  of these Terms. In such a case, the User will be repaid the appropriate portion of fees according to the Subscription Plan through the same payment method as used for the payment.

13. Applicable laws & Jurisdiction

1. Applicable laws. The Agreement and any dispute or claim arising thereof or in connection with it shall be governed by and construed in accordance with the laws of the Czech Republic.
2. Dispute resolution. Should any dispute arise in connection with the Agreement, with these Terms, or with the provision of the Services described herein, the parties will attempt to settle any such dispute amicably without pursuing legal action.
3. Jurisdiction. The courts of the Czech Republic shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, these Terms, or the provision of the Services described therein.

14. Notifications and communication

1. The User consents to any communication sent by Passwd or any notifications anticipated under the Agreement or these Terms being sent to the User via email to the email address provided in the User’s Account.
2. Any notifications sent to Passwd in accordance with these Terms are to be sent to Passwd using the following email address: passwd@passwd.team.
3. In case of any questions regarding the PASSWD, these Terms, or any of the Subscription Plans, Passwd can be reached via a chat tool on the PASSWD Website or per email at passwd@passwd.team

15. Final provisions

1. Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the Agreement’s subject matter.
2. Terms and Conditions. These Terms comprise an inseparable part of the Agreement between the User and Passwd. These Terms can be found on the PASSWD Website via the following link: https://passwd.team/terms-and-conditions/ These Terms can be further downloaded from the User’s Account.