Terms and Conditions

Password One Limited - Company Number : 14970953, VAT Number
Registered Office and Trading Address at 48 Warwick Street, Piccadilly Circus, London, W1B 5AW


1. Preliminary
‍All contracts with Password One Ltd. (POL) are governed by the following terms and conditions. Any additions or modifications to these terms must be explicitly accepted by POL in writing. These terms supersede and replace any other terms and conditions present in documents or communications exchanged with The Customer during the contract negotiation and conclusion process.

2. Delivery Timeframes
‍(a) Timeframes specified for delivery or any other contractual obligations of Password One Ltd are provided as estimates. Password One Ltd accepts no responsibility for losses or damages arising from delays or failure to  notify The Customer of any such delays.

(b) Modifications to specifications, additional work, or revised instructions pertaining to any aspect of the contract entitle Password One Ltd to adjust estimates of price and/or completion time of contract accordingly. This flexibility ensures transparency and alignment with the evolving nature of the contractual agreement.

3. Pricing Terms.
Unless otherwise specified in a written offer to The Customer the prices presented are intended for delivery at the locations designated by Password One Ltd. Password One Ltd has the right to increase any price to account for delivery charges, insurance costs, special handling charges (if applicable), and/or packaging charges (if applicable).  Furthermore, Password One Ltd reserves the right to include in the quoted costs any agreed-upon modifications in specifications or changes in taxes, duties, or levies applicable to the equipment, goods, materials, or services associated with this contract and/or any extra costs or expense incurred by Password One Ltd due to site conditions, delays, interruptions, lack of information, fluctuations in exchange rates, or other factors beyond Password One's control. This provision ensures comprehensive consideration of diverse variables influencing pricing, maintaining legal and contractual integrity.

4. Despatch and Delivery Terms
(a) Unless explicitly agreed upon in writing, the equipment's delivery terms are ex-works.

b) In the event that dispatch is impeded due to The Customer's reluctance or incapacity to organise carriage or fulfill pre-dispatch payments, Password One Ltd retains the authority to initiate the delivery process by issuing written notice indicating the readiness for dispatch. (This may affect delivery)

c) Under circumstances where Password One Ltd stores the equipment at The Customer's request or subsequent to notifying readiness for dispatch, The Customer is duty-bound to indemnify Password One Ltd for all consequential costs and expenses associated with storage. This encompasses transit costs and insurance, as deemed necessary for prudent business operations.

5. Shipment Conditions
‍(a) Upon arrival, it is the responsibility of The Customer to meticulously inspect the equipment. Any instances of damage, discrepancy, or shortage must be communicated to Password One Ltd immediately . In the case of non-arrival, The Customer is obligated to notify Password One Ltd within 7 days after receiving notice of dispatch.

(b) The Customer specifically grants Password One Ltd the authority to enter into any necessary contract of carriage and/or insurance on their behalf. Password One Ltd is absolved from the obligation to notify The Customer thereof so as to enable The Customer to insure the equipment during transit (if any)., The Customer shall be responsible for adhering to all conditions and requirements stipulated by carriers.

6. Retention of Ownership
‍(a) Password One Ltd and The Customer mutually affirm that until Password One Ltd has been paid in full for the equipment delineated in this or any concurrent sales agreement is a prerequisite. This obligation extends to encompassing all outstanding amounts owed to Password One Ltd by The Customer or any affiliated, subsidiary, or holding company of The Customer, along with dues from any directors, shareholders, or other affiliated individuals or entities connected to The Customer.

(i) The equipment shall remain the property of Password One Ltd. The Customer, acting as bailees for Password One Ltd, is obliged to store the equipment without charge in a proper manner, ensuring clear identification of the equipment as Password One Ltd's property. It is understood that the risk associated with the equipment shall transfer to The Customer as specified herein.

(ii) Password One Ltd retains the right to reclaim the equipment that remains in The Customer's possession at any time. To execute this right, Password One Ltd may enter any premises occupied by The Customer or any third party (with the consent of that third party).

(iii) The Customer has the right to dispose of the equipment in the course of its business for the account of BCS and to pass good title to the equipment to their customers being bona fide purchasers for value without notice of BCS's rights.

(iii) The Customer holds the right to dispose of the equipment as part of its business operations  for the account of Password One Ltd. Furthermore, The Customer is entitled to transfer good title to the equipment to their customers, provided they are bona fide purchasers for value without notice of Password One Ltd's rights.

(iv) In the event of such a disposition, The Customer and its Director(s) (if a Limited Company) bear the fiduciary duty to account for the proceeds. However, they are authorised to retain an excess of such proceeds over the outstanding amount owed to Password One Ltd under this or any other sales contract. This extends to covering all outstanding amounts owed to Password One Ltd by The Customer, any associated or subsidiary entities, holding companies, directors, shareholders, or any other affiliated entities connected to The Customer.

(b) The transfer of risk in the equipment occurs upon dispatch, after which The Customer agrees responsibility for the diligent care and protection of the equipment.

7. Payment Terms
‍(a) Unless explicitly agreed upon in advance and documented in writing, the price (including applicable VAT) is due for payment within 14 days from the presentation date of an undisputed invoice. Invoices delivered through electronic means will be considered presented on the date of transmission. Hardware will be invoiced upon receiving the order from The Customer. For Services and support contracts, invoices will be issued on the day services commence for fixed-price contracts and upon completion or in weekly segments for time and materials contracts.

(b) In no circumstance shall a dispute related to any item or specific part of the equipment, work, or any additional contractual commitment from Password One Ltd to The Customer relieve The Customer of their payment obligations for other parts. If any portion or installment of the price remains unpaid when due, or if work on the equipment is delayed due to reasons attributable to The Customer, or if The Customer undergoes bankruptcy, insolvency, liquidation, or the appointment of a Receiver, the entire equipment price, minus any previously paid sums for the equipment and/or work completed by Password One Ltd, shall promptly become due and payable. Password One Ltd reserves the right, at its discretion, to cancel the contract or suspend/delay despatch in such situations.

(c) Without waiving any other rights held by Password One Ltd, all payments overdue beyond the stipulated period will incur interest at a rate four percent above the prevailing Bank of England base lending rate per annum on the outstanding amount or amounts.

(d) If, under any contract governed by these conditions, The Customer fails to take delivery of the entire quantity of goods within the stipulated time frame, Password One Ltd reserves the right, without waiving any alternative remedies, to recalculate any discounts or allowances initially granted based on the actual quantity of goods or services accepted by The Customer. This adjustment will be made in accordance with the terms of the original agreement.

8. WARRANTIES
(a) The equipment provided by Password One Ltd includes the benefits of any warranties offered by the manufacturer/producer of the equipment.

(b) If a defect occurs within the warranty period concerning the equipment or any of its component parts, Password One Ltd will, at its discretion, undertake to repair or replace the defective equipment or component, subject to the following conditions: -

(i) Password One Ltd must receive notification of the defect within 14 days from the time The Customer becomes aware or should reasonably have become aware of the defect, and in any case, within the warranty period. In instances where Password One Ltd opts to examine the defect at its repair facility, as opposed to conducting an on-site investigation, this condition holds: -

(ii) The Customer must secure proper authorisation from Password One Ltd for the return of the concerned equipment. Password One Ltd will grant this authorisation if, following notification of a fault, its technical support department is unable to rectify the defect within 7 days of receiving the fault report: -

(iii) The risks and expenses associated with the de-installation and transportation of the defective equipment to Password One Ltd repair facility shall be borne by The Customer . Additionally, any costs related to return transportation and re-installation will be covered by Password One Ltd. In the event that Password One Ltd reasonably concludes that the equipment is not defective, The Customer shall reimburse Password One Ltd for any incurred transportation or re-installation costs and the Services time devoted to the investigation:

(c) Software provided by Password One Ltd constitutes either the proprietary software of the equipment manufacturer/producer or third-party developer software. Password One Ltd explicitly disclaims any warranties related to the software, and the sole warranties applicable are those expressly provided by the producer/manufacturer or developer of the software.

(d) Disputes regarding the quality or dimensions of any individual delivery shall not serve as a basis for the cancellation of the remaining portion of the order, agreement, or contract.

(e) The warranty provided by Password One Ltd as outlined above shall be deemed void under the following circumstances:

(i) Repair or replacement of a part or parts is necessitated due to accidents, neglect, or misuse of the equipment by The Customer, or interference with the equipment by individuals other than Password One Ltd engineers.

(ii) Usage of supplies in the equipment from sources not authorised by Password One Ltd.

(f) Password One Ltd:

(i) Password One Ltd hereby grants, and undertakes to secure the grant of, an irrevocable, royalty-free, non-exclusive, perpetual license to The Customer for the use of any hardware and/or equipment supplied by Password one Ltd under this Agreement.

(ii) warrants the receipt, use and onward supply of the Services and the Hardware by The Customer shall not infringe the rights, including any intellectual property rights, of any third party; and

(ii) shall indemnify The Customer against all actions, claims, demands, costs, expenses (including reasonable out of house legal costs) awards and damages suffered or incurred or paid by The Customer arising out of or in connection with any claim brought against The Customer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services and the Hardware to The Customer by Password One Ltd.

9. PERFORMANCE DATA
Any performance figures stated or referenced in any specifications or related documents used in the contract are estimates only. These figures rely on the manufacturer's published performance data and assume operation within a well-managed environment with skilled, sufficient, and effective operators, along with efficient services and appropriate use of satisfactory materials. It is important to note that these figures are provided as estimates and actual performance may vary.

10. SPECIFICATION
Password One Ltd retains the right, in connection with the sale of any equipment, to introduce alterations to or deviate from the specified design before delivery, provided that such modifications do not significantly and adversely affect the equipment's performance, workmanship quality, or the materials utilised. All specifications, drawings, and technical documents provided by Password One Ltd, whether before, during negotiations, or after the contract's conclusion, are intended exclusively for The Customer's use in relation to the equipment. Without explicit written consent, these documents shall not be copied, reproduced, or shared with any third party. Unauthorised use of Password One Ltd technical documents may result in charges based on Password One Ltd established Services rates, reflecting the time invested in document preparation.

11. FORCE MAJEURE
Either party shall: -

(i) in any event not be liable for loss or damage, and

(ii) be entitled to cancel or rescind the contract,

Should the fulfillment of contractual obligations be impeded or prevented by any cause beyond the control of either party, including, but not limited to, delays or defaults of suppliers, default of any sub-contractor, war, acts of God, strikes, lockouts, trade disputes, floods, accidents to plant or machinery, and shortages of materials or labor, the affected party shall not be held liable for any resulting loss or damage. Furthermore, both parties retain the right to cancel or rescind the contract under such circumstances.

12. CANCELLATION
If cancellation is mutually agreed upon for any reason, The Customer is obligated to indemnify Password One Ltd against all associated costs, claims, losses, and expenses, including any consequential loss and loss of profits. Specific cancellation charges are outlined in clause 17.3.

13. EXCLUSIONS AND LIMITATIONS
13.1 Password One Ltd shall not be liable to The Customer in connection with or arising out of the subject matter of these conditions, expect to the extent that the loss or damage results from misrepresentation, the negligence of, or breach of contract or other default by Password One Ltd, its agents or contractors, in which case such liability shall be subject to the exclusions and limitations expressed in these conditions.
BCS's liability to The Customer related to the subject matter of these conditions is limited, except to the extent that the loss or damage arises from misrepresentation, negligence, breach of contract, or other default by BCS, its agents, or contractors. In such cases, liability is subject to the exclusions and limitations explicitly stated in these conditions.