Model contract

Agreement for the recovery of access to a cryptocurrency wallet

In [place], on [date].

The parties

On the one part, the provider

[full name or company name], tax ID [tax ID], address [address], hereinafter “the provider”.

On the other part, the client

[full name], identity document [number], address [address], hereinafter “the client”.

Both parties, having full legal capacity to contract, agree as follows.

1. Purpose

The provider shall attempt to recover access to the material described in Annex I, consisting of [description: wallet type, file, what was lost]. The purpose of this agreement is to recover the access credential (password, recovery phrase or key), not the custody, management or transfer of the associated funds.

The provider undertakes an obligation of means and not of result: it commits to applying its technique and resources diligently, without guaranteeing success, which depends on factors beyond its control as described in the prior study.

2. Prior study

Before signing, the provider carried out a free feasibility study whose result was communicated to the client on [date] and whose conclusion was: [feasible / doubtful]. The client declares having understood it, in particular the part describing the cases in which recovery is impossible.

3. Procedure

The parties have followed, and will follow, the procedure described below. This agreement is signed at step 3: until then no sensitive material has been handed over, and from then on everything that happens is governed by the clauses that follow.

1. The client sends the case study form, never including the recovery phrase, the private keys or the passwords.
2. Free feasibility study and notification to the client of the verdict — feasible, doubtful or impossible — with its technical reason. If it is impossible, the procedure ends here at no cost.
3. Proof of ownership and signature of this contract. Without both, no material is requested or accepted.
4. Mandatory video call and handover of the material. The wallet file, already encrypted, is sent by email. The secret material — whatever the client remembers of their recovery phrase or their passwords — is handled exclusively on a video call, on which the provider proves their identity. Neither party will record the call. There is no alternative channel: secret material is not transmitted by email or by any other written means.
5. Technical work on infrastructure under the provider’s control, in accordance with clause 9.
6. Notification of the result, successful or not. If unsuccessful, this contract terminates at no cost to the client and the material is destroyed.
7. Collection of the fee, handover of the credential and closing, in the same act and in accordance with clause 6: the credential is handed over on a second, closing video call, with the handover record of annex II, secure destruction of the material and written confirmation. That ends the relationship between the parties.

4. Proof of ownership and client’s declaration

The client has evidenced ownership of the wallet by means of [evidence provided] and declares, on their own responsibility, to be its legitimate owner and entitled to dispose of the associated funds. The client shall hold the provider harmless against any third-party claim arising from the falsity of this declaration.

The provider may terminate this agreement immediately, at no cost to either party and without further justification, if any reasonable indication arises that the wallet does not belong to the client.

5. Fees

The provider shall receive [percentage]% of the value recovered, plus any legally applicable taxes. The calculation base shall be the market value in euros of the assets to which access is recovered, taken at the moment the credential is handed over, according to [agreed price source].

• If access is not recovered, the client owes nothing: no fees, no expenses, no compensation for time spent.
• There are no advance payments, retainers, opening charges or similar items.
• Where the fee is not collected by deduction under clause 6, payment shall be made within [days] days of the credential being handed over, by [payment method].
• Any compute, licence or equipment costs the work requires are borne by the provider and are never passed on to the client.

There shall be deemed to be success when the provider hands the client a credential granting effective access to the wallet and the client confirms it, or when, being able to verify it, the client does not state otherwise within seventy-two hours.

6. Handover, collection and payment authorisation

The fee is paid out of the recovered assets themselves. To that end the client expressly and irrevocably authorises the provider to execute a single payment at the moment of recovery, within the limits set out below. This authorisation is an essential condition of the agreement and is accepted upon signing it.

• One payment, and only the fee. The provider shall execute a single transaction, for the exact amount of the fee agreed in clause 5, to the address stated in Annex III. No other movement is authorised.
• The rest is untouched. The provider shall not transfer, sweep or withhold the remaining balance, which stays in the client’s wallet and at the client’s sole disposal.
• Calculation disclosed first. The reference value and the resulting fee are communicated to the client, under the price source in clause 5, before the payment is executed.
• Immediate handover of the credential. In the same act, and in any event within the following twenty-four hours, the provider hands the client the recovered credential together with the transaction id, so the client can verify on chain that only that amount moved.
• The rest is at the client’s disposal. Once access is recovered, the wallet and its remaining balance return to the client’s sole control, and the client decides freely what to do with them. The provider will recommend creating a new wallet and moving the funds — always, and all the more so if the material may have been exposed at some point — but the decision is the client’s alone, and the provider is not liable for what happens in that wallet after the handover.
• Everything documented. Amount, destination address, transaction id, time and remaining balance are recorded in the handover receipt of Annex II.

Anyone who does not accept this mechanism cannot engage the service, and this is made clear before the feasibility study. It is not an arbitrary imposition: the alternative would be to hand over the result and trust in later payment, which is not sustainable in a service that only charges when it succeeds and bears the whole cost of the work when it fails. In exchange, the client gets the limits in this very clause, verifiable one by one on the blockchain: a single payment, its amount disclosed beforehand, the remainder untouched, and the transaction id in their hands.

This authorisation is exhausted by the execution of that single payment and does not empower the provider to hold, administer or dispose of the client’s assets on any other basis or at any other time. Any movement other than the one authorised would be a material breach of this agreement and an unlawful act the client may pursue, besides obliging the provider to immediate restitution.

7. Assets the fee cannot be deducted from, and non-payment

There are assets a fee cannot be taken from without harming the client: locked or staked positions, assets inside contracts, non-fungible assets and illiquid tokens. Such cases are identified in the prior study and, where they arise, the case is accepted only if the parties agree another form of payment in writing; failing that, it is not accepted. If the fee still ends up uncollected, then, success having been verified under clauses 5 and 6, the client acknowledges the fee as a liquid debt, due and payable, and this is recorded in the handover receipt of Annex II.

• While that debt is outstanding, the provider may withhold the credential, and doing so is not a breach on the provider’s part.
• The unpaid debt accrues the statutory interest rate plus two points from the day after it falls due.
• The client shall bear the evidenced costs of collection, including lawyer’s and court agent’s fees, as provided by law.
• This agreement and the handover receipt, once signed, are sufficient documents to claim the debt through the Spanish summary payment procedure (article 812 of the Civil Procedure Act).
• At either party’s request, this agreement may be notarised, at the cost of the party requesting it, so as to be directly enforceable and allow enforcement without a prior court claim. It is optional: it requires both parties to appear — in person, or by notarial video conference for those acts and with the electronic certificates the law admits — so it may not be practicable with a client domiciled outside Spain.
• Non-payment does not release the provider from destroying the material under clause 9, nor from the duty of secrecy.

None of the above excludes or limits the rights that consumer protection law grants the client where they qualify as a consumer.

8. Duration and withdrawal

This agreement is not subject to a fixed term of performance. How long a recovery takes depends on the computing power required, on the information the client provides and on the luck of the search, so the provider commits to no date and guarantees none. Any estimate given in the feasibility study is indicative and not binding. The mere passing of time neither terminates this agreement nor releases the client from paying the fee if there is success.

Either party may end this agreement at any time by notifying the other in writing. If there has been no success yet, the client owes nothing: no fees, no expenses, no penalty. From that notice the provider stops work and destroys all the material in accordance with clause 9.

9. Provider’s obligations

• To work on the material on infrastructure under its sole control — its own equipment or a dedicated server rented for the case — without handing it to third-party recovery services or shared-compute platforms, and without subcontracting the work absent the client’s written authorisation.
• To keep the material encrypted, limit copies to the strict minimum and keep an inventory of them.
• Not to hold, administer or dispose of the client’s funds. The only movement permitted is the single fee payment authorised in clause 6; never the remaining balance, and never a second transaction. Beyond that, nothing is signed with the client’s keys except on written instruction and for a specific purpose.
• To deliver the recovered credential to the client only, on the closing video call, and never in clear by email.
• Not to record video calls, nor to keep any transcription of the secret material beyond the strictly necessary working notes, which are destroyed along with the rest of the material.
• To securely destroy every copy of the material within seven days of the case closing, and to confirm this in writing with the date and details of what was destroyed.
• To keep the existence of the case, its content and the client’s identity confidential.

10. Client’s obligations

• To provide truthful and complete information about the case, knowing that the accuracy of what they remember is the factor that most affects the outcome.
• To keep the original file: the provider receives a copy.
• To immediately report any circumstance affecting ownership of the wallet.
• To pay the agreed fee in the event of success.

11. Liability

The provider is liable for damage caused by wilful misconduct or negligence in the custody of the material provided. Its total liability is limited, save for wilful misconduct, to the amount of the fees accrued under this agreement, and does not extend to loss of profit, to changes in the value of the assets, or to damage arising from causes outside its sphere of control, including any originating in the client’s own equipment, in exposures of the material prior to signing, or in whatever happens in the client’s wallet after the credential is handed over.

Technical impossibility of recovering access does not constitute a breach and gives rise to no liability or right to compensation for either party.

12. Confidentiality and data protection

The confidentiality obligation is mutual and survives indefinitely after the agreement ends. The processing of personal data is governed by the privacy policy published on the provider’s site, which the client declares to have read; technical material is held under the material-handling policy published there, which is incorporated into this agreement by reference.

13. Applicable law and jurisdiction

This agreement is governed by Spanish law. The parties submit to the courts of [city], unless the client is a consumer, in which case the venue established in their favour by consumer law shall apply.

Where the client does not qualify as a consumer and is domiciled outside Spain, the parties may agree in writing to submit any dispute to arbitration at law before [arbitral institution], in Spanish or English, seated in [city]. The reason is practical: an arbitral award is enforceable in more than one hundred and seventy countries under the 1958 New York Convention, whereas a Spanish judgment travels that easily only within the European Union (Regulation 1215/2012). This submission never applies to consumer clients, who retain in full the venue the law grants them.

The agreement is signed in Spanish. Any translation is provided as a courtesy and, in the event of discrepancy, the Spanish version prevails.

Annex I · Material provided

Description

[file type, application and version]

Name and size

[file name and bytes]

SHA-256 digest

[hash of the container provided]

Date and channel of delivery

[date and means]

Authorised copies

[number and location]

Annex II · Handover receipt

Date and time of handover

[date and time]

Credential handed over

[description, without transcribing it]

Form of collection

Deduction at source (clause 6) · If not possible: [reason and agreed form of payment]

Reference value recovered

[amount and price source]

Resulting fee

[amount]

Fee transaction

Id: [txid] · Destination address: [address]

Remaining balance in the wallet after payment

[amount]

Recommendation to create a new wallet

Given to the client · Client’s decision: [follows it / does not]

The client has verified access and the transaction

[yes / no] — [remarks]

Acknowledgement

If the fee was not collected by deduction, the client acknowledges it as a liquid debt, due and payable.

Annex III · Collection of the fee

Payment authorisation under clause 6

Accepted as an essential condition · Client’s initials: [initials]

Address for collecting the fee

[address] · Network: [network]

Agreed price source

[source and moment the price is taken]

Agreed fee

[percentage]% · Estimate at signature: [amount]

Notarisation or arbitration

[not agreed / notarisation / arbitration: institution and seat]