Terms of Service

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1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Recap website (https://recap.io), all mobile and desktop applications developed by Recap Technologies Limited (including but not limited to the Recap Desktop app), and any related services (collectively, the "Service" or "Platform") operated by Recap Technologies Limited ("Recap", "we", "us", or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree with any part of the Terms, you must not access or use the Service.

2. Definitions

"Advisor" means any individual or entity that uses the Platform to provide professional services to clients, including but not limited to accountants, tax advisors, bookkeepers, financial planners, and other professional service providers, regardless of their legal structure (whether sole trader, partnership, limited company, LLP, or otherwise).

"Advisor-Controlled Portfolio" means a portfolio created and controlled by an Advisor on behalf of an End Client.

"Apps" refers to all software applications developed by Recap Technologies Limited, available on various platforms, including but not limited to mobile devices, desktop computers, and web browsers.

"Business User" means an individual, company, or other entity accessing or using the Service for commercial, business, or professional purposes, including but not limited to Advisors and other professional service providers.

"Consumer" means an individual acting for purposes that are wholly or mainly outside their trade, business, craft, or profession.

"Device" means any device that can access the Service, such as a computer, mobile phone, or tablet.

"End Client" means a client or prospective client of an Advisor who is granted access to the Platform to input, view, or manage their own data within a portfolio, or on whose behalf an Advisor manages a portfolio or performs due diligence.

"Self-Service Portfolio" means a portfolio created by an individual or business who subscribes to the Platform directly and controls their own data.

"Service" or "Platform" includes the Website, all Apps, and any other services provided by Recap.

"Subscription" refers to the paid access to premium features of the Service on a recurring basis (e.g. monthly, annually, or bi-annually).

"Website" refers to https://recap.io and any subdomains or affiliated websites operated by Recap.

3. Eligibility and Your Recap Account

3.1 Eligibility

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you are at least 18 years of age.

3.2 Account Creation

When creating an account, you must provide a valid email address. You are responsible for ensuring your email address remains accurate and up-to-date. We may use this email address to send you important information about your account and the Services.

3.3 Account Security

You are responsible for safeguarding your password and secret phrase. You must not disclose them to any third party and should notify us immediately of any unauthorised use or security breach concerning your account.

3.4 Account Termination

We reserve the right to terminate or suspend your account without prior notice or liability if you breach these Terms or for any other reason.

3.5 Secret Phrase

3.5.1 When an account is created, a unique secret phrase is generated. This secret phrase is used to derive the encryption keys for portfolio data associated with that account.

3.5.2 The account holder is solely responsible for storing the secret phrase securely. Recap does not have access to secret phrases and cannot recover or reset them.

3.5.3 If a secret phrase is lost, access to the encrypted portfolio data associated with that account will be permanently lost, including any data shared with Advisors. Recap cannot restore this access and accepts no liability for any loss arising from a lost secret phrase.

3.5.4 Secret phrases must not be shared with any third party. If you believe a secret phrase has been compromised, you should contact us immediately.

4. Service Description

4.1 Recap provides cryptoasset portfolio tracking and tax reporting services via its website and apps. The Services include:

  • (a) managing cryptoasset transaction data from exchanges, wallets, and manual imports;
  • (b) calculating capital gains, income, and other tax positions;
  • (c) generating tax reports suitable for filing purposes;
  • (d) wallet screening against sanctions and terrorist financing databases for enhanced due diligence purposes; and
  • (e) source of wealth and proof-of-funds reporting to support client onboarding and compliance processes.

4.2 The wallet screening and source of wealth features are provided as due diligence support tools only. Results should be treated as indicators, not definitive determinations. See clause 26.6 for further limitations on wallet screening.

5. Data Protection and Privacy

5.1 Client-Side Encryption

Recap employs a "zero-knowledge" approach to protect privacy. Portfolio data (including transaction history, holdings, and calculations) is encrypted on the user's device using the secret phrase before being uploaded to our servers. We use AES-256-GCM encryption with keys derived from the secret phrase. This means Recap cannot decrypt portfolio data.

5.2 Data Recap Can and Cannot Access

5.2.1 Data Recap cannot access: Encrypted portfolio data, including transaction details, holdings, and tax calculations, is encrypted on the user's device before upload. Recap cannot decrypt this data without the associated secret phrase.

5.2.2 Data Recap may process in unencrypted form: In order to provide the Services, certain data is processed before encryption or outside the encrypted portfolio, including:

(a) wallet addresses, when syncing blockchain data or performing wallet screening; (b) transaction data and portfolio balances retrieved from cryptoasset exchanges and CASPs via Recap's proxy infrastructure (this data passes through Recap's servers before being encrypted client-side); (c) authentication tokens exchanged during API connections to third-party exchanges (via OAuth or similar protocols); (d) email addresses and account settings; (e) usage data and analytics as described in our Privacy Policy.

5.2.3 Recap does not store secret phrases and has no means of recovering them if lost. See clause 3.5 for important information about secret phrases.

5.3 Automated Data Collection

Recap offers automated connections to exchanges and blockchain APIs to retrieve cryptoasset data securely:

  • These proxy connections do not log or store data beyond the immediate processing required to update the account.
  • Any data processed is not retained or analysed beyond what is necessary to provide the Service.
  • Users have full control to disable automated data collection and enter data manually if preferred.

5.4 Privacy Policy

Recap takes privacy seriously and is committed to safeguarding personal information. For more detailed information on how we collect, use, and protect data, please refer to our Privacy Policy at https://recap.io/legal/privacy.

5.5 Exchange Connections and Data Import

5.5.1 The Platform allows you to connect to third-party cryptoasset exchanges and wallets via API connections, or to import data via CSV files or other supported formats.

5.5.2 When connecting via API, you are responsible for:

(a) creating read-only API credentials where available; (b) ensuring you do not grant write, trade, or withdrawal permissions to Recap; (c) safeguarding your API credentials and revoking them if compromised.

5.5.3 Recap will only use API connections to retrieve transaction and balance data for the purpose of providing the Services. Recap does not store your API credentials beyond what is necessary to maintain the connection.

5.5.4 You are responsible for ensuring any data you upload (including CSV files, statements, or manually entered transactions) is accurate and that you have the right to provide such data.

6. Subscriptions and Payments

6.1 Subscription Plans

We offer various subscription plans, which are detailed on our website.

6.2 Licence Grant

Upon compliance with these Terms and payment of applicable fees, Recap grants you a limited, non-exclusive, non-transferable licence to use premium features of the Service as per your subscription plan.

6.3 Licence Restrictions

You agree not to:

  • Share your account credentials or allow others to access your account.
  • Attempt to copy, modify, or reverse-engineer the Service.
  • Use the Service to provide services to third parties, except as permitted under clause 6.8 (Advisor Use).
  • License, sell, or commercially exploit the Service without written consent from Recap.

6.4 Payment Terms

You agree to pay all fees associated with your chosen subscription. Payments are securely processed, and if a payment fails, your access to premium features may be suspended until payment is made.

6.5 Subscription Renewals and Cancellations

Subscriptions automatically renew unless cancelled before the renewal date. You can cancel at any time through account settings or by contacting support.

6.6 Cancellations

You may cancel your subscription at any time through your account settings or by contacting our support team. If you cancel, you will continue to have access to the Service until the end of your current billing period.

6.7 Refunds

Refund policies vary by subscription plan and are detailed at the time of purchase. Please review the specific refund terms applicable to your subscription.

6.8 Advisor Use

Advisors may use the Platform to provide services to their clients, including creating and managing Advisor-Controlled Portfolios. Advisors are responsible for ensuring their use of the Platform complies with these Terms and all applicable laws and regulations.

6.9 Data Processing Addendum for Business Users

If you are a Business User (including but not limited to Advisors) using the Platform to process personal data on behalf of third parties (such as End Clients), the Data Processing Addendum available at https://recap.io/legal/dpa forms part of these Terms and applies to such processing activities. By using the Platform as a Business User to process personal data on behalf of others, you agree to be bound by the Data Processing Addendum. For individuals using the Platform for their own personal use (Consumers), the Data Processing Addendum does not apply, and data processing is governed by our Privacy Policy.

7. Limitation of Liability

To the fullest extent permitted by applicable law, Recap shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your use of the Service.

8. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied. Recap disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Indemnification

You agree to indemnify, defend, and hold harmless Recap, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service or your violation of these Terms.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Any disputes arising from or related to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or through the Service. Your continued use of the Service after such modifications constitutes your acceptance of the modified Terms.

12. Contact Information

If you have any questions about these Terms, please contact us at hello@recap.io or through our support platform at https://recap.io/support.

13. Prohibited Uses

13.1 You agree not to use the Platform:

(a) in any way that violates any applicable national or international law or regulation; (b) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation; (c) to impersonate or attempt to impersonate Recap, a Recap employee, another user, or any other person or entity; (d) in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; (e) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Recap or users of the Platform or expose them to liability; (f) to use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform; (g) to use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (h) to use any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without our prior written consent; (i) to use any device, software, or routine that interferes with the proper working of the Platform; (j) to introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (k) to attempt to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform; (l) to attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; (m) to take any action that may damage or falsify Recap's rating or otherwise attempt to manipulate the Platform; (n) to otherwise attempt to interfere with the proper working of the Platform; or (o) to use automated scripts, bots, or scrapers to access the Platform without our written consent; or (p) in any way that infringes the intellectual property or privacy rights of any third party.

13.2 We reserve the right to suspend or terminate your account immediately if we reasonably believe you are in breach of this clause.

14. Intellectual Property

The Service, including all Recap apps, and its original content, features, and functionality are and will remain the exclusive property of Recap and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries.

15. Updates and Changes to the Service

We may update the Service, including any Recap apps, from time to time to implement bug fixes, add new features, or make other improvements. These updates may be automatic depending on your device settings. We will notify you of any significant changes to the Service or updates that require action from you. This notification may be via email, through the application, or on our website.

16. Service Availability and Interruptions

16.1 We do not guarantee that the Platform will be available at all times. Access may be interrupted for maintenance, updates, or circumstances beyond our reasonable control.

16.2 Where reasonably practicable, we will provide advance notice of scheduled maintenance via email or in-app notification.

16.3 We shall not be liable for any loss or damage arising from service interruptions, whether scheduled or unscheduled, including any inability to access the Platform or generate reports during such periods.

16.4 We recommend that you download and retain copies of any reports or data exports you require, rather than relying solely on continued access to the Platform.

17. Disclaimer of Warranties

The Service is provided "AS IS", without warranties of any kind. We do not guarantee uninterrupted, error-free service.

18. Indemnification

You agree to indemnify Recap from any claims arising from your use of the Service or your breach of these Terms.

19. Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Any disputes arising from or related to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

20. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide you with at least 30 days' notice before any new terms take effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, you must stop using the Service.

21. Promotions

Any promotions made available through the Service may be governed by rules that are separate from these Terms. If you participate in any promotion, please review the applicable rules as well as our Privacy Policy at https://recap.io/legal/privacy.

If the rules for a promotion conflict with these Terms, the promotion rules will apply for the duration of the promotion.

22. Your Feedback to Us

You assign all rights, title, and interest in any feedback you provide to Recap. If, for any reason, such assignment is ineffective, you agree to grant Recap a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify, and exploit such feedback without restriction.

23. Severability and Waiver

23.1 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible under applicable law. The remaining provisions will continue in full force and effect.

23.2 Waiver

Failure by Recap to enforce any right or provision in these Terms will not constitute a waiver of such rights or provisions. A waiver of any breach will not constitute a waiver of any subsequent breach.

24. Third-Party Services and Content

24.1 Third-Party Services

Our Service may integrate with or provide access to third-party services, such as cryptoasset exchanges and blockchain APIs. Your use of these third-party services may be subject to additional terms and conditions provided by those services. We are not responsible for the performance, accuracy, availability, or content of these third-party services, and you acknowledge that any use of these services is at your own risk.

24.2 Links to Other Websites

The Service may contain links to third-party websites or services that are not owned or controlled by Recap. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We recommend that you review the terms and conditions and privacy policies of any third-party services you use.

25. Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes but is not limited to acts of God, government restrictions, wars, strikes, labour disputes, pandemics, natural disasters, or other circumstances beyond our reasonable control.

26. Compliance with Tax and Financial Regulations

26.1 User Responsibility

You are solely responsible for complying with all applicable tax laws and financial regulations in your jurisdiction. The Platform is designed to assist you with record-keeping and calculations but does not replace your obligation to verify information and make your own tax filings.

26.2 Accuracy of Information

While we strive to ensure calculations are accurate based on the data you provide, we cannot guarantee the completeness, accuracy, or suitability of any output for your specific circumstances. Cryptoasset tax treatment is complex, evolving, and may vary based on individual circumstances. You should independently verify any calculations before relying on them for tax reporting.

26.3 No Tax, Legal, or Financial Advice

The Platform does not provide tax, legal, or financial advice. Any information, calculations, or reports generated by the Platform are for informational purposes only and should not be relied upon as a substitute for professional advice. We recommend consulting a qualified tax advisor, accountant, or other professional for advice specific to your situation.

26.4 No Fiduciary Duty

Recap does not owe you any fiduciary duty. We are a software provider, not your advisor, agent, or fiduciary. We do not act on your behalf and have no duty to act in your best interests beyond providing the Services as described in these Terms.

26.5 HMRC and Tax Authority Matters

Recap is not responsible for any disputes, penalties, interest, or other consequences arising from your dealings with HMRC or any other tax authority. You are solely responsible for the accuracy and timeliness of any tax filings or payments.

26.6 Wallet Screening Service

26.6.1 The Platform offers a wallet screening service, provided in partnership with third-party providers, which allows you to check wallet addresses against sanctions lists and terrorist financing databases for enhanced due diligence purposes.

26.6.2 The wallet screening service performs single-hop checks only (i.e., direct matches against listed addresses) and does not trace funds through multiple transactions or analyse transaction patterns.

26.6.3 Wallet screening results are provided as indicators only and should not be treated as definitive determinations of sanctions status or illicit activity. Results may be incomplete, out of date, or incorrect.

26.6.4 If you are an Advisor using wallet screening as part of your client due diligence processes, you remain solely responsible for:

  • (a) your own AML/CTF policies, procedures, and compliance obligations;
  • (b) conducting appropriate due diligence on your clients;
  • (c) making your own risk assessments and onboarding decisions; and
  • (d) any regulatory reporting obligations.

26.6.5 Recap does not accept any liability for decisions made in reliance on wallet screening results, or for any failure to identify sanctioned or suspicious addresses.

27. Assignment

27.1 By Recap

We may transfer our rights and obligations under these Terms to another organisation without your consent. We will notify you in writing if this occurs and ensure that the transfer will not affect your rights under the contract.

27.2 By You

You may only transfer your rights or obligations under these Terms to another person if we agree to this in writing.

28. Entire Agreement

These Terms, together with any additional agreements or policies referenced herein (including our Privacy Policy and Data Processing Addendum), constitute the entire agreement between you and Recap regarding your use of the Service. They supersede any prior agreements or communications between you and Recap, whether oral or written.

29. Contact Us

If you have any questions about these Terms or need further assistance, you can contact us by:

  • Email: hello@recap.io
  • Support Platform: https://recap.io/support