Onramp Bitcoin ReCover Reseller Terms and Conditions
Last updated November 19, 2024
Last updated November 19, 2024
These terms and conditions apply to the backup 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 Onramp Bitcoin. If there is any conflict or ambiguity between the terms of the order form relating to the backup and access protection service and these terms and conditions, these terms and conditions shall take priority.
2.1 Definitions:
2.2 Interpretation:
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.
4.1 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 Onramp Bitcoin are independent controllers of any personal data shared under the Contract (the “Shared Personal Data”) and CoinCover and Onramp Bitcoin shall process the Shared Personal Data:
a. solely to exercise and perform its rights and obligations under the Contract; and
b. strictly in accordance with all applicable Data Protection Legislation.
7.1. The Services and all Intellectual Property Rights in them including but not limited to any content are owned by us, our licensors or both (as applicable).
7.2. We and our licensors reserve all of our and their rights in any Intellectual Property Rights in connection with these General Terms of Use. Nothing in the Contract is intended to operate, or shall operate, to transfer ownership of any Intellectual Property Rights. You acknowledge that all Intellectual Property Rights in are vested, and shall remain vested, in CoinCover.
7.3. You agree not to adjust to try to circumvent or delete any notices contained in our Services (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Services.
7.4. CoinCover grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Contract to use:
7.4.1. CoinCover’s trade marks in marketing literature and other promotional material to refer to CoinCover as the provider of the Services (including the CoinCover “Protected by CoinCover” mark); and
7.4.2. any Intellectual Property Rights in the Deliverables for the purpose of receiving the Services.
7.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE CUSTOMER EXPRESSLY AGREES THEY WILL NOT REFER TO THE SERVICES BEING AN INSURANCE COVER OR TO LLOYD’S OF LONDON OR USE ANY LLOYD’S OF LONDON LOGOS IN ANY MARKETING COMMUNICATIONS OR ON THEIR WEBSITE.
7.6. The Customer grants CoinCover a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Contract to use:
7.6.1. the Customer’s trade marks in marketing literature and other promotional material to refer to the Customer as a user of the Services; and
7.6.2. any Intellectual Property Rights in the Customer Materials for the purpose of providing the Services.
7.7. Subject to the provisions of this clause 7, we shall indemnify you on written demand in respect of the Indemnified Losses provided that you complies with its obligations in clause 9.8.
7.8. The Customer:
7.8.1. shall notify CoinCover promptly and in writing, of any Intellectual Property Rights claim of which the Customer has notice;
7.8.2. shall not admit any liability or agree to any settlement or compromise of an Intellectual Property Rights claim without the prior written consent of CoinCover;
7.8.3. agrees that CoinCover shall be entitled at any time from notification in accordance with clause 9.8.1 to assume exclusive conduct of the Intellectual Property Rights claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement and to conduct all discussions and dispute resolution efforts in connection with it;
7.8.4. shall, at CoinCover’s request, cost and expense, give CoinCover all reasonable assistance in connection with the conduct of the Intellectual Property Rights claim (as referred to in clause 9.8.3); and
7.8.5. until such time (if at all) as CoinCover chooses to assume exclusive conduct of the Intellectual Property Rights claim in accordance with clause 7.8.3, shall take all proper action to deal with the claim so as to minimise the extent of any Indemnified Losses.
8.1 In consideration for the provision of the Services, the Customer shall pay Onramp Bitcoin the Charges.
8.2 The Customer shall pay the Charges in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
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.
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.
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.
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:
As soon as reasonably practicable following the Service Activation Requirements being met, CoinCover shall:
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(c) of this Service Schedule until any request by the Customer is verified to CoinCover’s reasonable satisfaction by a simple majority of the Access Control Members.
Once the conditions set out in paragraph 3 of this Service Schedule are satisfied, CoinCover shall use reasonable endeavours to complete recoveries within thirty (30) minutes.