Termini e condizioni

Version: 1.1

Effective Date: April 1, 2025

1. Definitions

Client: Any organization or individual that has entered into an agreement or subscription with Passguard.

Platform: The Passguard SaaS interface used to access, visualize, or manage Passguard Intelligence Data.

API: The programmatic interface provided by Passguard to deliver Passguard Intelligence Data.

Passguard Intelligence Data: Data provided by Passguard via the Platform or API, including but not limited to infostealer infection data, credential compilations, and leaked data.

2. Applicability

These Terms & Conditions apply to all agreements, licenses, subscriptions, and services provided by Passguard B.V. (“Passguard”) to its clients, unless otherwise agreed in writing. In the event of any conflict between these Terms & Conditions and a separately signed agreement between Passguard and the Client, the terms of the signed agreement shall prevail. By signing an agreement, registering for the Platform, accessing the API, or using any Passguard services, the client acknowledges and agrees to be bound by the most current version of these Terms & Conditions.

3. Acceptable Use

Clients agree not to misuse the Platform, API, or Passguard Intelligence Data. Prohibited activities include, but are not limited to:

• Reverse-engineering, decompiling, or disassembling any part of the Platform or API;
• Attempting unauthorized access to systems, networks, client-specific data, restricted areas of the Platform, or undocumented API endpoints;
• Using the service in violation of applicable law;
• Enabling unauthorized access or improperly sharing personal access credentials, including credentials associated with other individuals or organizations;
• Using automated tools to scrape, harvest, or excessively poll the Platform or API without prior written permission;
• Intentionally overloading, interfering with, or attempting to disrupt the normal operation or infrastructure of the Platform or API.

Passguard reserves the right to suspend access in the event of suspected or detected misuse, without liability for resulting service interruptions.

4. Account Access & Security

Clients are responsible for maintaining the confidentiality of their account credentials, including login credentials for the Platform and authentication credentials or keys for the API, and ensuring all activity under their account complies with these Terms. Clients must promptly notify Passguard if they suspect or become aware of unauthorized access to their account or credentials. Where credentials are shared among authorized users within the Client’s organization, the Client remains fully responsible for all resulting activity. Passguard may suspend or revoke access in cases of misuse, breach, or security concerns.

5. Availability & Maintenance

Passguard aims to provide continuous availability of its Platform and API. Passguard is not responsible for interruptions resulting from client-side environments, third-party systems, or internet connectivity. Emergency maintenance may occur without notice when necessary to ensure security or continuity of service.

6. Use of Third-Party Providers

Passguard may use third-party service providers, including hosting and infrastructure providers, to deliver its services. These providers are selected with care and are bound by appropriate confidentiality and data protection obligations.

7. Data Protection & Security

Passguard implements appropriate technical and organizational measures to protect the security and integrity of data shared by the Client in the course of service delivery processed or stored within the Platform or API. In the event of a security breach affecting such data, Passguard will notify affected clients without undue delay and take steps to mitigate any potential harm.

Clients remain responsible for securing their own systems, credentials, and endpoints used to access the services.

8. Services Provided

Passguard provides access to proprietary data (“Passguard Intelligence Data”) and related services through its SaaS platform and API. These services may include notifications, dashboards, alerts, reporting, and data integrations, depending on the Client’s subscription or agreement.

Use of the Passguard Intelligence Data is governed by the terms of the applicable agreement and these Terms & Conditions.

9. License Scope & Restrictions

Clients are granted a non-exclusive, non-transferable license to use the Passguard Intelligence Data as specified in their agreement.

Sub-licensing or external sharing is only permitted with written approval from Passguard.

Clients may generate derived outputs (e.g. metrics, alerts, insights) for internal use. Sharing such outputs externally is only permitted with written approval from Passguard.

10. Confidentiality

Both parties agree to treat all confidential information (whether disclosed in writing, orally, electronically, or otherwise), including business plans, pricing, system architecture, client data, or other technical or operational information, with the same level of care they use to protect their own confidential information, and at minimum, reasonable care.

This obligation does not apply to information that:

• was already lawfully known to the receiving party without restriction;
• becomes public through no fault of the receiving party;
• is independently developed without use of the disclosing party's confidential information; or
• is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives reasonable notice (where permitted by law).

This confidentiality obligation survives for three (3) years after termination of the agreement.

11. Data Deletion

Upon termination or expiry of the agreement, clients must cease using the Passguard Intelligence Data and permanently delete all stored copies, unless otherwise agreed in writing.

12. Payment Terms

Invoices are due within thirty (30) days of issuance. Late payments may incur statutory commercial interest as defined under Dutch law. Passguard also reserves the right to suspend access to its services in the event of non-payment.

13. Intellectual Property

All intellectual property rights in and to the Passguard Intelligence Data remain with Passguard or its licensors. Nothing in these Terms or any agreement shall transfer ownership rights to the client.

14. Liability

To the maximum extent permitted by law, Passguard’s liability for any damages arising out of or in connection with these Terms shall be limited to direct damages caused by negligence or misconduct, and capped at the total fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim. Passguard shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages. This limitation of liability does not apply to damages resulting from gross negligence, willful misconduct, or breach of confidentiality.

15. Force Majeure

Passguard shall not be held liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or government actions. If such circumstances persist for more than thirty (30) days, either party may terminate the agreement in writing without the right to claim damages.

16. Changes to Terms

Passguard may update or modify these Terms & Conditions from time to time. In the event of material changes, Passguard will provide at least thirty (30) days’ advance notice to the Client via email or through the Platform. Continued use of the services after the effective date of such changes shall constitute the Client’s acceptance of the updated Terms. If the Client does not agree to the changes, they may terminate the agreement before the effective date without penalty.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of the Netherlands. Any disputes will be submitted to the competent court in Midden-Nederland.

18. Company Information

Passguard B.V.
Grasdrogerijweg 47
3833 BZ Leusden, The Netherlands
Chamber of Commerce (KvK): 81993587

19. Contact

For any questions regarding these Terms & Conditions or our services, please contact:

legal@passguard.com