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 party named in the order form as 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.
3.1 Subject to earlier termination in accordance with these terms and conditions, the Contract shall commence on the Commencement Date and shall continue during the Initial Term.
3.2 The Contract may be terminated by Coincover or the Customer on not less than ninety (90) days’ prior written notice to expire no earlier than at the end of the Initial Term, and if no such notice is given then the Contract shall renew for one or more further consecutive terms of twelve (12) months (each a “Renewal Term”).
3.3 Coincover or the Customer may terminate the Contract during a 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 then current Renewal Term.
4. Supply of services
4.1 Coincover shall:
5. Customer's obligations
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. Data protection
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:
7. Intellectual property
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. Charges and payment
8.1 In consideration for the provision of the Services, the Customer shall pay Fireblocks the Charges.
8.2 The Charges 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).
9. Limitation of liability
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 the following types of loss:
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 Charges 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.
11. Force majeure
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. Entire agreement
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.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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 In this clause 18, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.4 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.
19. Third party rights
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.
1. Service Activation Requirements
The Customer acknowledges that the Supplier is unable to commence provision of the Services until such time as:
2. Services Description
As soon as reasonably practicable following the Service Activation Requirements being met, Coincover shall:
3. Recovery Conditions
The Customer acknowledges that Coincover shall not be required to commence recovery of a copy of the encrypted RSA private key pursuant to paragraph 2(d) of this Service Schedule until:
4. Other Conditions
Coincover shall be required to complete no more than two recoveries during any consecutive twelve (12) month period during the term of the Contract. Coincover reserves the right to charge $1,000 per additional recovery beyond this agreed maximum amount.
Coincover shall use reasonable endeavours to complete all recovery requests within two (2) Business Days following expiry of the period referred to in paragraph 3(a) of this Service Schedule.
The Customer may request Coincover to carry out an expedited recovery. Coincover shall use reasonable endeavours to complete all requests for an expedited recovery as soon as reasonably practicable. Coincover reserves the right to charge $5,000 per request for an expedited recovery.