2. Interpretation
2.1 Definitions:
Access Control List or ACL:
The list of Access Control Members, which list may only be amended in accordance with clause 15.
Access Control Members:
The individuals authorised by the Licensee to instruct a key recovery by Coincover.
Affiliate:
Means any entity that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a party to this agreement, and the term “control” shall mean the beneficial ownership of more than 50% of the issued capital of a company or the legal power to direct or cause the direction of the general management of the company, and “controls and “controlled” shall be interpreted accordingly.
Business Day:
A day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
Charges:
Any initial set-up fee and the charges payable by the Licensee to Coincover for the Services, as more particularly described in the Order Form.
Coincover:
Digital Asset Services Ltd, a company incorporated and registered in England and Wales with company number 11356137.
Commencement Date:
The date of the last signature on the Order Form.
Contract:
Those parts of the Order Form which related to the Services together with these terms and conditions.
Data Protection Legislation:
All laws applicable to the processing of personal data under the Contract including the Data Protection Act 2018, the General Protection Regulation (EU) 2016/679 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 No. 2426), and the terms “controller” and “personal data” shall have the meanings given to them in the Data Protection Legislation.
Deliverables:
Any documents, products and materials developed for the Licensee by Coincover in connection with the provision of the Services.
Initial Term:
The term specified as the initial term in the Order Form.
Intellectual Property Rights:
Patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use (and protect the confidentiality of) confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licensee:
The party named in the Order Form as the Licensee.
Licensee Materials:
Any materials, equipment and tools, drawings, specifications, and data supplied by the Licensee to Coincover.
Order Form:
The order form incorporating these terms and conditions entered between the Licensee and Coincover.
Platform:
The platform provider identified in the Order Form who provides wallet or custodial services to the Licensee.
Renewal Term:
Has the meaning given to it in clause 3.2.
Service Activation Requirements:
The requirements to be satisfied by the Licensee as a condition to provision of the Services by Coincover, as more particularly described in paragraph 1 of the Service Schedule.
Services:
The services to be provided to the Licensee by Coincover under the Contract, as more particularly described in the Service Schedule.
Service Schedule:
The schedule annexed to the Order Form.
2.2 Interpretation:
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
- Any words following the terms including or include (or any similar expression) shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following those terms.
- A reference to writing or written includes email.
