Access Protection with Fireblocks Terms and Conditions
Last updated October 23, 2023
Last updated October 23, 2023
These terms and conditions are applicable to the back-up and disaster recovery service provided by CoinCover pursuant to an order form entered between the Customer and Fireblocks. If there is any conflict or ambiguity between the terms of the order form relating to the back-up and disaster recovery service and these terms and conditions, these terms and conditions shall take priority.
2.1 Definitions:
Fees: any initial set-up fee and the charges payable by the Customer to Fireblocks for the Services, as more particularly described in the Order Form.
2.2 Interpretation:
3.1 Subject to earlier termination in accordance with these terms and conditions, the Contract will begin on the Commencement Date and last for the Initial Term. The Contract will automatically renew for one or more consecutive terms of twelve (12) months (each a ‘Renewal Term’).
3.2 CoinCover or the Customer may terminate the Contract during the Initial Term or the then current Renewal Term by giving the other party not less than ninety (90) days’ prior written notice to expire no earlier than the end of the Initial Term or the current Renewal Term, as the case may be.4.1 CoinCover shall:
5.1 The Customer shall:
5.2 The Customer acknowledges that CoinCover shall not be required to commence provision of the Services until such time as the Service Activation Requirements have been satisfied by the Customer.
5.3 If CoinCover's performance of its obligations under the Contract is otherwise prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, CoinCover shall:
6.1 CoinCover and the Customer are independent controllers of any personal data shared under the Contract (the “Shared Personal Data”) and CoinCover and the Customer shall process the Shared Personal Data:
a. solely for the purposes of exercising and performing its rights and obligations under the Contract; and
b. strictly in accordance with all applicable Data Protection Legislation.
7.1 Nothing in the Contract is intended to operate, or shall operate, to transfer ownership of any Intellectual Property Rights.
7.2 CoinCover grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Contract to use:
7.3 The Customer grants CoinCover a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Contract to use:
7.4 CoinCover shall indemnify the Customer in full against any sums awarded by a court against the Customer arising out of or in connection with any claim brought against the Customer for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the exercise by the Customer of any rights granted by CoinCover pursuant to clause 7.2.
7.5 The Customer shall indemnify CoinCover in full against any sums awarded by a court against CoinCover arising out of or in connection with any claim brought against CoinCover for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the exercise by CoinCover of any rights granted by the Customer pursuant to clause 7.3.
8.1 In consideration for the provision of the Services, the Customer shall pay Fireblocks the Fees. Except as otherwise specified herein, or in the Order Form, Fees are non-cancellable and non-refundable.
8.2 The Fees shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.3 CoinCover may charge the Customer for additional services beyond the agreed Service Level, at rates in the then current price list. Any charges shall be invoiced by CoinCover in arrears and payable within 30 days of receipt.
9.1 CoinCover has obtained insurance cover in respect of its liability under the Contract. The limits and exclusions in this clause 9 reflect the insurance cover CoinCover has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract (including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise).
9.3 Nothing in the Contract limits or excludes any liability of CoinCover or the Customer:
9.4 Subject to clause 9.3, neither CoinCover nor the Customer shall have any liability for any indirect or consequential losses including but not limited to:
9.5 The Customer shall promptly notify CoinCover in writing upon becoming aware of the occurrence of any event which may, or is reasonably likely to, result in the Customer making a claim under the Contract. In such circumstances, the Customer shall also promptly provide such further details regarding the event and the likely grounds for any claim under the Contract as CoinCover may reasonably require. Subject to clause 9.3, CoinCover shall have no liability for any event which may give rise to a claim by the Customer under the Contract unless the Customer complies with this clause 9.5.
9.6 Subject to clause 9.3, clause 9.4 and clause 9.5, CoinCover’s and the Customer’s total liability to the other party shall not exceed an amount equal to the Fees payable by the Customer during the twelve (12) month period preceding the date of any event which gives rise to a claim.
10.1 Without affecting any other right or remedy available to it, CoinCover or the Customer may terminate the Contract with immediate effect by giving written notice to the other party if:
10.2 On termination of the Contract for whatever reason:
10.3 Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Neither CoinCover nor the Customer shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
CoinCover may assign any or all of its rights and obligations under the Contract to an Affiliate. CoinCover shall notify the Customer of completion of any assignment under this clause 12 as soon as reasonably practicable.
13.1 During the Contract, and for a period of two years after termination of the Contract, neither CoinCover nor the Customer shall disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 13.
13.2 CoinCover and the Customer may disclose the other party's confidential information:
13.3 Neither CoinCover nor the Customer shall use any of the other party's confidential information for any purpose other than to perform its obligations under the Contract.
14.1 The Contract 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 its subject matter.
14.2 CoinCover and the Customer acknowledge that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
14.3 Neither CoinCover nor the Customer shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.1 No material variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.2 CoinCover reserves the right to make minor or administrative changes to the terms and conditions applicable to the Customer. These changes shall not be to the detriment of the Customer and may include corrections, updates, or improvements that do not affect the substance of the Services. CoinCover shall provide a minimum of fourteen (14) days notice prior to such changes being implemented. If the Customer has not raised any reasonable objection to such change before the amendment is implemented, this will constitute acceptance of the new terms.
15.3 Subject to clause 15.1 above, the Customer may vary the Access Control List through an Access Control List variation (available here). CoinCover will use commercially reasonable efforts to process such requests within five (5) business days of receipt of the submission. Any ACL variation shall require approval from a simple majority of the current Access Control Members. Any ACL variation shall not amend any other terms and conditions of the Contract, and defined terms used in the ACL variation shall have the same meaning as set forth in these terms and conditions. Coincover may charge the Customer for any ACL variations above the Service Levels.16.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is, or becomes, invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17 shall not affect the validity and enforceability of the rest of the Contract.
18.1 Any notice given under or in connection with the Contract shall be in writing and shall be:
18.2 Any notice shall be deemed to have been received:
18.3 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
CoinCover and the Customer irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
The Customer acknowledges that CoinCover is unable to commence provision of the Services until such time as:
As soon as reasonably practicable following the Service Activation Requirements being met, and in accordance with the applicable Service Level, CoinCover shall:
The Customer acknowledges that CoinCover shall not be required to commence a Recovery until any request by the Customer is verified to CoinCover’s reasonable satisfaction by a simple majority of the Access Control Members.
CoinCover shall be required to complete no more than the Maximum Number of Recoveries during any consecutive twelve (12) month period during the term of the Contract.
CoinCover shall use reasonable endeavours to complete all recovery requests within the agreed Recovery SLA below following the conditions in paragraph 3 of this Service Schedule being met by the Customer.
Starter | Standard | Pro | |
---|---|---|---|
Recovery SLA |
4 Business Days |
2 Business Days |
24 hours In the event of a mass Recovery event, Pro Customers shall be recovered first |
First Line support |
|
Email and Telephone |
Email and Telephone |
Support hours |
Business Hours |
Business Hours |
Business Hours Recovery request = CoinCover shall use reasonable endeavours to facilitate ACL verification in accordance with clause 3 above, within 24 hours of request, 7 days a week, with the exception of public holidays in the UK. |
Onboarding and training support |
Self-serve onboarding Access to trust pack and recovery documentation |
As per Starter with access to: Assisted onboarding |
As per Standard with access to: Dedicated 1 hour training session with a member of CoinCover’s onboarding team with content and agenda tailored to the Customer. |
Maximum number of Recoveries per annum |
12 |
24 |
Unlimited |
Ongoing Escorted Test Recoveries & Health Validation |
Up to once Annually |
Up to once Bi-annually |
Up to once Quarterly |
Maximum number of ACL changes per annum |
12 |
24 |
Unlimited |
Storage |
CoinCover will store the encrypted RSA private key in a secure vault which is alarm-secured and accessible only by limited, fully vetted employees of CoinCover in accordance with strict security protocols. |
As per Starter, with option to have CoinCover store the encrypted recovery package online, on local servers, at an extra charge. |
As per Starter, with option to have CoinCover store the encrypted recovery package online, on local servers, at an extra charge. |
Marketing materials and certification |
Access to CoinCover’s enablement content, technical specification, and usage of CoinCover’s logo and seal. |
Access to CoinCover’s enablement content, technical specification, and usage of CoinCover’s logo and seal. |
Access to CoinCover’s enablement content, technical specification, and usage of CoinCover’s logo and seal. |