Ledger Recover provided by Coincover Terms and Conditions

1. Introduction

These terms and conditions are applicable to the Ledger Recover service provided by Coincover pursuant to a subscription order you have placed via the Ledger Trust Services platform (“Ledger Trust Services Platform”) in the Ledger Live application. If there is any conflict or ambiguity between any terms presented via the Ledger Trust Services Platform in respect of the Ledger Recover service and these terms and conditions, these terms and conditions shall take priority.

2. Interpretation

2.1 Definitions:

• Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
  
  
• Business Hours: 9.00am to 5.00pm on a Business Day.
  
  
• Charges: all applicable monthly and annual charges for the Ledger Recover service plus any applicable taxes.‍
  
  
• Coincover: Digital Asset Services Ltd, a company incorporated and registered in England and Wales with company number 11356137, or such third party as may be notified to you in writing by Coincover or Ledger from time to time.
  
  
• Cooling-Off Period: any applicable cooling-off period prescribed by statute.
  
  
• Commencement Date: the date on which you place a subscription order for the Ledger Recover service.‍
  
  
• Ledger: Ledger Trust Services SAS, a company incorporated in France with company number 890751 043, or such third party as may be notified to you in writing by Ledger from time to time.
  
  
• Service Activation Requirements: the requirements to be satisfied by you as a condition to provision of the Services by Coincover, as more particularly described in paragraph 4 of the Service Schedule.‍
  
  
• Services: the services to be provided to you by Coincover under these terms and conditions,  as more particularly described in paragraph 1 of the Service Schedule.‍
  
  
• Service Schedule: the schedule annexed to these terms and conditions.

2.2 Interpretation:

1. Clause and paragraph headings shall not affect the interpretation of these terms and conditions.
   
   
2. References to clauses are to the clauses of these terms and conditions and references to paragraphs are to the paragraphs of the Service Schedule.
   
   
3. 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.
   
   
4. A reference to writing or written includes email.

3. Term

These terms and conditions shall come into force on the Commencement Date and shall continue until terminated by either party in accordance with their terms. Notwithstanding this clause 3, you acknowledge that Coincover shall not be required to commence provision of the Services until the Service Activation Requirements have been satisfied by you.

4. Supply of services

4.1 Coincover shall:

1. perform the Services in accordance with the Service Schedule and with reasonable care and skill;
   
   
2. ensure that the goods, materials, standards and techniques used in providing the Services are of suitable quality and are fit for purpose;
   
   
3. comply with all reasonable written instructions given by you in connection with the provision of the Services to you; and
   
   
4. comply with all laws, statutes, and regulations applicable to the provision of the Services from time to time in force.

4.2 You shall:

1. satisfy any outstanding Service Activation Requirements as soon as reasonably practicable following the Commencement Date;
   
   
2. co-operate with Coincover in all matters relating to the Services and provide such information and other assistance as Coincover may reasonably require to provide the Services from time to time;
   
   
3. comply with all reasonable written instructions given by Coincover in respect of your use of the Services; and
   
   
4.  comply with all laws, statutes, and regulations applicable to the use of the Services from time to time in force.

4.3  You shall notify Coincover in writing if you believe that there is an issue with the Services. If the issue with the Services arises out of Coincover’s failure to perform the Services with reasonable care and skill, you may ask Coincover to repeat or fix the Services. If Coincover is unable to repeat or fix the Services, you may terminate these terms and conditions with immediate effect by following the unsubscribe process available via the Ledger Trust Services Platform. In these circumstances, Coincover shall provide a refund in respect of any services paid for in advance but not received by you.

4.4 You acknowledge that Coincover may make changes to these terms and conditions and/or Services from time to time including to reflect changes in relevant laws and regulatory requirements or to make technical adjustments and improvements. Where such changes will adversely affect your use of the Services then Coincover or Ledger will notify you in writing of them before they take effect, and you may terminate these terms and conditions with immediate effect by following the unsubscribe process available via the Ledger Trust Services Platform. In these circumstances, Coincover shall provide a refund in respect of any services paid for in advance but not received by you.

5. Customer's obligations

5.1 In consideration for the provision of the Services, unless otherwise set out in the subscription order, you shall pay Ledger the Charges on a monthly or yearly basis and in advance during the term. You agree and acknowledge that payment processing and payment collection for your Ledger Recover subscription may be managed by Ledger and/or third party service providers. For further information regarding payment terms and how to cancel your Ledger Recover subscription, please refer to Section 5 of the Ledger Trust Services Terms and Conditions.    

5.2 If Ledger is unable to collect the Charges, after seven (7) days, you will not be able to use Ledger Recover to restore the encrypted pre-bip39 version of the secret recovery phrase until you have provided valid and current payment details. You will have three (3) months to pay the overdue amount before your Ledger Recover subscription is suspended. If your Ledger Recover subscription is suspended due to non-payment, you will have up to nine (9) further months following suspension to reactivate your Ledger Recover subscription. To reactivate your Ledger Recover subscription after suspension, you will need to contact Ledger Recover Support and you will be required to pay all overdue Charges to Ledger and an administration fee of 50 EUR. If you do not reactivate your Ledger Recover subscription during these nine (9) months following suspension, your subscription will be cancelled and your encrypted fragments and login details will be deleted.

6. Limitation of Liability

6.1 Coincover has obtained insurance cover in respect of its liability under these terms and conditions. The limits and exclusions in this clause 6 reflect the insurance cover Coincover has been able to arrange. You acknowledge that you are responsible for making your own arrangements for the insurance of any excess loss.

6.2   Nothing in these terms and conditions limits or excludes any liability of Coincover:

1. for death or personal injury caused by its negligence;
   
   
2. for fraud or fraudulent misrepresentation;
   
   
3. arising from its deliberate default; or
   
   
4. which cannot be limited or excluded by applicable law.

6.3  Subject to clause 6.2, Coincover shall not have any liability for:

1. loss which arises from an event outside of Coincover’s or Ledger’s control;
   
   
2. loss which has occurred due to your negligence;
   
   
3. loss which is unexpected or unforeseeable because it was not obvious that the loss could happen; or
   
   
4. loss which relates to your use of the Services for the purposes of your trade, business, craft, or profession.

6.4 SUBJECT TO CLAUSE 6.2 AND 6.3, COINCOVER’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED FIFTY THOUSAND US DOLLARS ($50,000.00).

6.5 You shall promptly notify Coincover in writing upon becoming aware of the occurrence of any event which may, or is reasonably likely to, result in you making a claim against Coincover. In such circumstances, you shall also provide such further details regarding the event and the likely grounds for any claim as Coincover may reasonably require.

6.6 You acknowledge and agree that, to the fullest extent permissible by law, under no circumstances shall Ledger (and the Ledger group of companies) be responsible nor liable to you, for any liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with the service delivered by Coincover to you, and that any claims arising out of or in connection with the services delivered by Coincover to you shall be notified to Coincover in line with clause 6.5.

7. Termination

7.1 Without affecting any other right or remedy available to you, you may terminate these terms and conditions without cause at any time by following the unsubscribe process available via the Ledger Trust Services Platform.

7.2 Without affecting any other right or remedy available to Coincover, Coincover may terminate these terms and conditions without cause at any time by giving not less than thirty (30) days’ written notice to you. In these circumstances, where required, Coincover shall procure a refund in respect of any services paid for in advance but not received by you.

7.3 Without affecting any other right or remedy available to it, either party may terminate these terms and conditions with immediate effect by giving written notice to the other party if the other party:

1. commits an irremediable material breach of contract; or
   
   
2. commits a remediable material breach of contract which it fails to remedy within a period of thirty (30) days after being notified in writing to do so.

7.4 On termination of these terms and conditions for whatever reason, any provision of these terms and conditions that expressly or by implication is intended to continue in force on or after termination of these terms and conditions shall remain in full force and effect.

7.5 Termination of these terms and conditions 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 these terms and conditions which existed at or before the date of termination.

8. Privacy

Coincover’s use of any personal data provided by you in connection with the Services is detailed in Coincover’s privacy notice, a copy of which is available here. You are strongly encouraged to familiarise yourself with the contents of Coincover’s privacy policy prior to the Commencement Date.

9. Assignment

Coincover may transfer its agreement with you, so that a different organisation becomes responsible for performing the Services. Coincover shall notify you in writing of completion of any such transfer under this clause 9 as soon as reasonably practicable.

10. Waiver

A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by either party to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, and nor shall it prevent or restrict any further exercise of that or any other right or remedy.

11. Severance

If any provision of these terms and conditions 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 impossible, the relevant provision shall be deemed deleted without affecting the validity and enforceability of the rest of these terms and conditions.

12. Notice

12.1 Any notice given under or in connection with these terms and conditions shall be in writing and:

1. in the case of notices given by you to Coincover, shall be delivered by hand, by pre-paid first-class post or other next working day delivery service to the relevant address specified in the “Contact Coincover” section below or to such other address as may be notified by Coincover to you in writing from time to time; or
   
   
2. in the case of notices given by Coincover to you, shall be delivered by email to the email address specified by you for your Ledger Recover subscription from time to time.

12.2 Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume;
   
   
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the fifth Business Day after posting; or
   
   
3. if sent by email, at the time of transmission.

12.3 This clause 12 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.

13. Third Parties

These terms and conditions are between you and Coincover. Unless otherwise specified in these terms and conditions, no third party shall have any rights or responsibility for the performance of any obligations under these terms and conditions, and neither party shall be required to seek the consent of any third party to any variation to these terms and conditions.

14. Force majeure

Coincover shall not be in breach of these terms and conditions or otherwise liable for any failure or delay in performing its obligations under these terms and conditions where such breach, failure or delay is caused by an event outside Coincover’s or Ledger’s reasonable control (a “Force Majeure Event”). Coincover shall notify you in writing as soon as reasonably practicable after becoming aware of a Force Majeure Event and use reasonable endeavours to mitigate the effect of the Force Majeure Event.

15. Governing law

These terms and conditions, 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.

16. Language of Service

You acknowledge that the primary language for the Service is English. While documentation and guidance may be provided in other languages as a supplementary service, it is understood that the English version shall always take precedence. Coincover is under no obligation to provide support or information for the Service in any language other than English.

Contact Coincover

If you have any questions about these terms and conditions or if you need to send a notice to Coincover in connection with these terms and conditions, please contact Coincover at:

Digital Asset Services Ltd

Capital Building

Tyndall Street

Cardiff

Wales

CF10 4AZ

SERVICE SCHEDULE

1. Service Description

As soon as reasonably practicable following completion of the Service Activation Requirements by you, Coincover shall:

1. safely store one (1) of the three (3) encrypted fragments (the “Coincover Fragment”) which collectively comprise the encrypted pre-bip39 version of the secret recovery phrase for use by you in connection with your Ledger Recover subscription;
   
   
2. procure that Ledger shall safely store one (1) of the three (3) encrypted fragments (the “Ledger Fragment”) which collectively comprise the encrypted pre-bip39 version of the secret recovery phrase for use by you in connection with your Ledger Recover subscription;
   
   
3. procure that a suitable, independent third party shall safely store one (1) of the three (3) encrypted fragments for back-up purposes (the “Back-up Fragment”) which collectively comprise the encrypted pre-bip39 version of the secret recovery phrase for use by you in connection with your Ledger Recover subscription;
   
   
4. when a release of the Coincover Fragment and the Ledger Fragment is requested by you via the Ledger Trust Services Platform, conduct all reasonable identity verification checks to confirm that the request has been made by you;
   
   
5. when a release of the Coincover Fragment and the Ledger Fragment is requested by you via the Ledger Trust Services Platform, procure that Ledger shall conduct all reasonable identity verification checks to confirm that the request has been made by you;
   
   
6. once satisfied that a release of the Coincover Fragment and the Ledger Fragment has been requested by you via the Ledger Trust Services Platform, release a copy of the Coincover Fragment to your Ledger device;
   
   
7. once Ledger is satisfied that a release of the Coincover Fragment and the Ledger Fragment has been requested by you via the Ledger Trust Services Platform, procure that a copy of the Ledger Fragment is released to your Ledger device;
   
   
8. where the Coincover Fragment or the Ledger Fragment released to you in connection with a recovery request is defective, procure the release of the Back-up Fragment to your Ledger device;
   
   
9. where the standard identity verifications are insufficient to confirm that the request has been made by you, enable you to file a claim to make additional verifications;
   
   
10. when an unsubscribe request is submitted by you via the Ledger Trust Services Platform, conduct all reasonable checks to confirm that the request has been made by you;
    
    
11. when an unsubscribe request is submitted by you via the Ledger Trust Services Platform, procure that Ledger shall conduct all reasonable checks to confirm that the request has been made by you;
    
    
12. once satisfied that an unsubscribe request has been made by you via the Ledger Trust Services Platform, release a copy of the Coincover Fragment to your Ledger device (and, for Coincover’s records, transfer relevant information regarding the recovery (excluding the Coincover Fragment) from a live database to an archive maintained by Coincover);
    
    
13. once Ledger is satisfied that an unsubscribe request has been made by you via the Ledger Trust Services Platform, procure that a copy of the Ledger Fragment is released to your Ledger device (and for Ledger’s records, procure that Ledger shall transfer relevant information regarding the recovery (excluding the Ledger Fragment) from a live database to an archive maintained by Ledger);
    
    
14. where reasonable checks are insufficient to confirm that the unsubscribe request has been made by you, enable you to file a claim to make additional verifications; and
    
    
15. where the Coincover Fragment or the Ledger Fragment released to you in connection with an unsubscribe request is defective, procure the release of the Back-up Fragment to your Ledger device.

In the event that the standard identification checks are not successful, Coincover reserves the right to conduct additional and more thorough verifications, and may refuse to release any encrypted fragments to you if verification of your identity is not confirmed.  Coincover will make the final decision regarding release of any encrypted fragments to you and Coincover shall not be in breach of these terms and conditions by refusing to supply the Services where Coincover has reasonable grounds to believe that identity verification checks have not been satisfied.

2. Other Conditions

You may attempt no more than three (3) recoveries in any consecutive thirty (30) day period and no more than ten (10) recoveries in any consecutive twelve (12) month period during the term. Coincover reserves the right to charge for any additional recovery attempts which you may require.

For the avoidance of doubt, Coincover will not proceed with the reconstitution of any encrypted fragments unless you have expressly requested this.

3. Service Activation Requirements

You acknowledge that Coincover is unable to commence provision of the Services until such time as:

1. the Cooling-Off Period has expired, unless you have authorised Coincover to commence provision of the Services during the Cooling-Off Period
   
   
2. you have furnished Coincover, Ledger and/or its or their approved subcontractors with all such evidence of your identity as may reasonably be required by Coincover, Ledger and/or its or their approved subcontractors to verify your identity; and
   
   
3. the pre-bip39 version of the the secret recovery phrase for use by you in connection with your Ledger Recover subscription has been successfully encrypted and fragmented by you into three (3) parts within your Ledger device.