These terms and conditions are applicable to the Access Recovery service provided by Coincover, these should be read along with the Unchained Terms of Service. By creating a Vault using Coincover as a Key Agent you are agreeing to be bound by these terms and conditions.
Agreement: These terms and conditions, as accepted by the Customer, when requesting Coincover’s Key Agent services.
Access Control List: the list of Access Control Members, which may only be amended by the Customer with the consent of a simple majority of the Access Control Members.
Access Control Members: the individuals authorised by the Customer to instruct a Recovery by Coincover, if not provided these shall be the individuals who have submitted video identification through the Unchained Platform.
Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
Charges: any fees payable by the Customer to Unchained for the Services.
Coincover Digital Asset Services Ltd, a company incorporated and registered in England and Wales with company number 11356137.
Commencement Date: the date of Vault creation, as requested by the Customer through the Unchained Platform.
Customer: the Unchained client who has requested Coincover as a Key Agent through the Unchained Platform.
Customer Materials: any materials, equipment and tools, drawings, specifications, and data supplied by the Customer to Coincover.
Data Protection Legislation all laws applicable to the processing of personal data under the Agreement 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 Customer by Coincover in connection with the provision of the Services.
Initial Term: 12 months following the Commencement Date.
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.
Service Activation Requirements the requirements to be satisfied by the Customer as a condition to provision of the Services by Coincover, as more particularly described in paragraph 1 of the Service Schedule.
Services: the Key Agent service to be provided to the Customer by Coincover under the Agreement, as more particularly described in the Service Schedule.
Service Schedule: the schedule annexed to these terms and conditions.
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.
3.1 Subject to earlier termination in accordance with these terms and conditions, the Agreement shall commence on the Commencement Date and shall continue for an initial term of twelve (12) months.
3.2 Following the initial term, the Agreement shall renew, provided the Agreement may be terminated either party by giving the other party not less than ninety (90) days’ prior written.
4. Supply of services
4.1 Coincover shall:
perform the Services with all reasonable care and skill;
ensure that the goods, materials, standards and techniques used in providing the Services are of suitable quality and are fit for purpose;
comply with all laws, statutes and regulations applicable to the provision of the Services from time to time in force;
comply with all reasonable written instructions given by the Customer in respect of the provision of the Services; and
take reasonable care of all Customer Materials in its possession.
5. Customer's obligations
5.1 The Customer shall:
co-operate with Coincover in all matters relating to the Services including by satisfying the Service Activation Requirements;
provide, in a timely manner and at no charge, such information and access to the Customer's premises, data and other facilities as Coincover may reasonably require to provide the Services;
comply with all laws, statutes and regulations applicable to the use of the Services from time to time in force; and
comply with all reasonable written instructions given by Coincover in respect of the use of the Services.
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 Agreement is otherwise prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Coincover shall:
not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay; and
be entitled to recover any additional costs, charges or losses Coincover sustains or incurs that arise from such prevention or delay.
6. Data protection
6.1 Coincover and the Customer are independent controllers of any personal data shared under the Agreement (the “Shared Personal Data”) and Coincover and the Customer shall process the Shared Personal Data:
solely for the purposes of exercising and performing its rights and obligations under the Agreement; and
strictly in accordance with all applicable Data Protection Legislation.
7. Intellectual property
7.1 Nothing in the Agreement 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 Agreement to use:
Coincover’s trade marks in marketing literature and other promotional material to refer to Coincover as the provider of the Services; and
any Intellectual Property Rights in the Deliverables for the purpose of receiving the Services.
7.3 The Customer grants Coincover a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Agreement to use:
the Customer’s trade marks in marketing literature and other promotional material to refer to the Customer as a user of the Services; and
any Intellectual Property Rights in the Customer Materials for the purpose of providing the Services.
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 Unchained 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 Agreement. 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 Agreement (including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise).
9.3 Nothing in the Agreement limits or excludes any liability of Coincover or the Customer:
for death or personal injury caused by its negligence;
for fraud or fraudulent misrepresentation;
arising from its deliberate default; or
which cannot be limited or excluded by applicable law.
9.4 Subject to clause 9.3, neither Coincover nor the Customer shall have any liability for the following types of loss:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential 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 Agreement. In such circumstances, the Customer shall also promptly provide such further details regarding the event and the likely grounds for any claim under the Agreement 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 Agreement 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 fifty thousand US dollars ($50,000.00).
10.1 Without affecting any other right or remedy available to it, Coincover or the Customer may terminate the Agreement with immediate effect by giving written notice to the other party if:
the other party commits a material breach of contract which it fails to remedy within a period of thirty (30) days after being notified in writing to do so;
the other party takes any step or action in any jurisdiction in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
the other party suspends (or threatens to suspend) or ceases (or threatens to cease) to carry on all or a substantial part of its business.
10.2 On termination of the Agreement for whatever reason:
the Customer shall immediately pay to Unchained all outstanding unpaid invoices and interest in respect of Services supplied but for which no invoice has been submitted;
Coincover shall provide reasonable assistance, where required, to assist the Customer in any transition away from the Service;
Coincover may destroy the Customer Materials and any Deliverables in its possession if the Customer fails to collect such Customer Materials and Deliverables within a reasonable period after termination of the Agreement; and
any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
10.3 Termination of the Agreement 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 Agreement which existed at or before the date of termination.
11. Force majeure
Neither Coincover nor the Customer shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement 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 Agreement 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 Agreement, and for a period of two years after termination of the Agreement, 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:
to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement provided that it shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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 Agreement.
14. Entire agreement
14.1 The Agreement 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 Agreement 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 Agreement.
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 Agreement.
No variation of the Agreement 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 Agreement 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 Agreement 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 Agreement 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 Agreement 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 Agreement.
18.1 Any notice given under or in connection with the Agreement shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at the party's registered address or such other email address as may be notified by Coincover or the Customer to the other party in writing from time to time; or
sent by email to the address used for onboarding or such other email address as may be notified by Coincover or the Customer to the other party in writing from time to time.
18.2 Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
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 Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
20. Governing law
This Agreement, 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 Agreement or its subject matter or formation.
1. Service Activation Requirements
The Customer acknowledges that Coincover is unable to commence provision of the Services until such time as:
the Customer has created a Vault using a Coincover public key;
the Customer has either (i) furnished Unchained’s Platform with, or (ii) provided Coincover with an Access Control List, and all such evidence of the identity of the Access Control Members as may reasonably be required by Unchained or Coincover;
the identity of the Access Control Members has been verified by Coincover or Unchained; and
any initial invoice rendered by Unchained under the Agreement has been paid in full by the Customer.
2. Services Description
provide one of three (1/3) public keys to the Platform. Coincover shall retain the private key associated with the public key for the Vault (the “Back Up Key”).
hold the Back Up Key in encrypted form.
on request of the Customer, co-sign, using the Back Up Key, a recovery transaction originated by Unchained or the Customer, as the case may be, in accordance with the Unchained’s policies (“Recovery”).
3. Recovery Conditions
The Customer acknowledges that Coincover shall not be required to complete Recoveries until any request by the Customer is verified to Coincover’s reasonable satisfaction by a simple majority of the Access Control Members.
Coincover shall use reasonable endeavours to complete Recoveries within two (2) Business Days following the satisfaction of paragraph 3 of this Service Schedule.