These Terms of Service form a legal agreement (collectively the "Terms") between Passwork Europe SL, a company incorporated and registered in Spain, with the office located at: Carrer d'Arago, 208, 2-5, Barcelona 08011 ("we") and You ("you"), which gives you access to use Passwork Cloud services (the "Services" or the "Passwork Cloud"). Both sides of these Terms may be referred to herein collectively as the "Parties" or individually as a "Party."
1. Use of Services
Passwork Cloud is the cloud-based version of Passwork — a corporate password manager designed to ensure high-level security and collaborative functionality. All data in Passwork Cloud is stored on Passwork's secure servers, where it is encrypted and protected in accordance with established industry standards and security protocols.
The Services are designed for use by businesses and organizations. You hereby acknowledge and agree that consumer protection laws do not apply to these Terms.
Your access to our website (signin.passwork.io), registration for an account, or any other use of the Services constitutes your full and binding acceptance of these Terms. Your right to use the Services is strictly conditional upon agreement with the Terms outlined herein. If you do not fully accept these Terms, you are not allowed to use the Services.
You are not permitted to use the Services if you are a competitor of our business, or if your intent is to collect information for purposes of unfair competition. You may also be prohibited from using the Services if your account has previously been suspended or banned.
2. License
2.1. License Grant
We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license during the subscription period to use the Services solely for your internal business purposes. Apart from the limited rights explicitly granted in these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Services. The permission to use the Services remains valid only while you adhere to these Terms. Any breach of these Terms will result in the immediate and automatic revocation of your license without further notice.
2.2. Use Restrictions
You shall not use our Services for any purposes beyond the scope of the license granted in these Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, you are prohibited from engaging in any of the following activities in connection with the Services: (a) attempting to replicate, imitate, or develop an alternative solution that mirrors the functionality of the Services, whether directly or indirectly, using any part of the platform; (b) engaging in any reverse engineering, decompilation, disassembly, or similar analysis of the Services, software, or any related components or assisting others in such activities; (c) employing any form of automated tools or services (such as bots, spiders, scripts, etc.) to access, interact with, or extract data from the Services; (d) transmitting any content through the Services that is defamatory, abusive, threatening, obscene, or otherwise inappropriate or offensive; (e) using Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
You have the sole control to select the persons and enable them to use the Services, effectively making them End users. You are therefore responsible for use of the Services by your End users. You make sure your End users comply with the Terms. If an End user violates these Terms, your use of the Services can be suspended or terminated.
2.3. Sanctions
You acknowledge that the Services are governed by international trade sanctions imposed by the United States, the European Union and other relevant jurisdictions. As such, you and your End users are prohibited from accessing, using, distributing, exporting, re-exporting, transferring, or disclosing any part of the Services in violation of these legal frameworks. You represent and guarantee that neither you nor any of your End users: (a) are located in or ordinarily reside in a country or territory that is currently subject to comprehensive trade sanctions or significant export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (b) are listed on any government-issued sanctions or restricted party lists, such as those published by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of State, the European Union’s sanctions bodies, or the United Kingdom's HM Treasury; (c) are acting on behalf of or are owned or controlled by any individual or entity identified in such lists.
Furthermore, you agree not to use the Services in any way that would result in a breach of these sanctions or export laws. We reserve the right to cooperate with enforcement authorities across local, federal, or international levels if required to comply with applicable legal obligations.
Any violation of this clause shall be considered a serious breach of the Terms. We reserve the right to suspend or terminate your access to the Services without prior notice if we determine or suspect that you are engaged in prohibited activities.
3. Payment
3.1. Payment model
Payment is based on a subscription model. Access to the Services is provided to you based on the required number of active users. Payment is due upfront, upon activation of access to the Services. You may choose from different subscription periods. All amounts payable by you are exclusive of taxes and similar assessments.
You understand and agree that failure to make timely payments may result in the suspension or loss of access to the Services for both you and your End users.
We may use third-party providers to manage payments in order to streamline the payment process, as described in Clause 9: Confidentiality of these Terms.
3.2. Changes in price
We reserve the right to adjust prices of the Services at our own discretion, including new fees for additional features. In the case of recurring subscriptions, you will receive prior notice before any changes to your regular billing amount take effect. Unless otherwise stated in the notice, any increase in subscription fees for existing Services will not apply until the end of your current billing period and will only take effect from the start of your next billing cycle.
If you do not accept the revised prices or new charges, you can use the subscription before the updated prices take effect. In such cases, your cancellation will be effective at the end of your current subscription term.
3.3. Trial period
A free trial period may be provided to you, during which no payment or credit card information is required. Upon expiration of the trial period, you must select and activate a subscription period to continue using the Services.
3.4. Taxes
All prices for the Services are exclusive of taxes. We may calculate and add relevant taxes or government-imposed fees such as sales tax, value-added tax (VAT), or similar charges based on the billing information you provide at the time of purchase.
4. Intellectual Property Rights
4.1 Ownership
The Services and all of its elements including design, content, structure, functionality, and any other components are sole ownership of Passwork Europe SL. Nothing in these Terms gives either party any rights to the other party's intellectual property. You do not receive any ownership, title, or other rights to the Services as a result of using them.
4.2 Feedback
If you or any of your employees contact us by mail, email, telephone, or otherwise, suggesting or recommending changes to Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
5. Disclaimer of Warranties
The Services are provided "as is" and we hereby disclaim all warranties, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as all warranties arising from course of dealing, usage, or trade practice.
We make no warranty of any kind that the Services or outcomes resulting from their use will meet your requirements or expectations, operate without interruption, achieve any intended result, be compatible or function with any specific software, system, or service, or be secure, accurate, complete, free of harmful code, or error-free.
6. Limitations of Liability
6.1 Exclusion of damages
In no event will we be liable under or in connection with these Terms or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) loss of production, use, business, revenue, or profit; (b) impairment, inability to use or loss, interruption or delay of the software; (c) loss, damage, corruption or recovery of data, or breach of data or system security; (d) cost of replacement goods or services; (e) loss of goodwill or reputation; or (f) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
6.2 Cap on monetary ability
In no event will the aggregate liability of us under or in connection with these Terms or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed the total amounts paid to us under these Terms in the twelve (12) month period preceding the event giving rise to the claim.
7. Indemnification
You agree to indemnify, defend, and hold Passwork harmless from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) that arise from your use of the Services, including, without limitation, any breach of these Terms by you. This obligation applies provided that: (a) we promptly notify you of any such claim, demand, action, or proceeding; (b) you have sole control over the defense and any settlement negotiations (except that no settlement may be made without an unconditional release of Passwork from all liability); (c) we provide reasonable cooperation in the defense at your cost.
8. Term and Termination
You may use the Services while your subscription remains active. Once the subscription period ends and is not renewed, your access to the account will be suspended. If you do not resume use of the Services within one (1) month, we reserve the right to permanently terminate your account. We will not maintain your data after termination of your account and will not be able to recover your data.
You may terminate your subscription at any time before the end of the current subscription period. Upon early termination, you will be eligible for a prorated refund for the unused portion of the subscription, calculated based on the number of full calendar days remaining in your current subscription period.
Refunds will be processed within thirty (30) calendar days from the date of termination, using the original method of payment where possible. We reserve the right to withhold refund amounts in the case of suspected fraud, abuse, or violation of these Terms.
9. Confidentiality
9.1 General information
We collect and process some of your personal data solely for the purpose of initiating and performing the contract between Parties. Your information will not be used for advertising, market analysis, or personalized offers unless you gave explicit consent to do so. We commit to managing your personal data in a careful and responsible way.
You acknowledge and agree that we may engage third-party service providers to perform payment processing and other operational functions on our behalf. Such providers may be granted access to a limited amount of your information strictly as necessary to perform their contractual duties, and are prohibited from using this information for any other purposes. We shall not be held liable for any loss or damage resulting from the acts or omissions of such third parties, provided that we have exercised reasonable care in their selection and engagement. For more details, including sub-processors, please refer to our Privacy policy. The Data Processing Agreement (DPA) is provided upon request and is part of these Terms, if required by applicable data protection legislation.
9.2. Medical data
Unless both parties have formally entered into a Business Associate Agreement (BAA), you are strictly prohibited from uploading or processing any electronic protected health information (ePHI) — as defined by the Health Insurance Portability and Accountability Act (HIPAA) — using the Services. Should a BAA be executed, you understand and agree that we may, in alignment with its service documentation, limit, adjust, or deactivate certain features of the Services as necessary to meet HIPAA compliance requirements. To initiate a BAA, you should reach out to our customer support.
10. Miscellaneous
10.1 Customer Support.
As long as your subscription remains active, we will provide technical support ("Support") during the subscription period. Support is available within reasonable timeframes and includes general assistance with the use of the Services, issue reporting, basic troubleshooting, and guidance toward an appropriate resolution.
To receive support, you may contact our support team at [email protected].
10.2 Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
10.3 Force Majeure
In no event shall we be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond our reasonable control.
10.4 Amendment and Modification
We reserve the right to update or change these Terms at any time, without incurring any liability for doing so. We may notify you of changes by sending you an email or by publishing new version of the Terms on our website. The most current version will always be made available on our official website signin.passwork.io.
Unless explicitly stated otherwise, all changes will take effect from the date they are published online and will not apply retroactively. By continuing to use the Services after changes take effect, you agree to the updated Terms and accept to be legally bound by them.
10.5 Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Spain.
The Parties agree to first attempt to resolve any dispute or claim relating to these Terms by negotiations. If a dispute cannot be resolved informally within 30 days of notice of the dispute, then either party may proceed to seek resolution through the courts. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder shall be instituted exclusively in the courts of Barcelona, Spain.
All legal proceedings shall be conducted in the English language.