FILEHIVE TERMS & CONDITIONS OF USE ("Terms")

1. FileHive ("Service") Your use of this Service is subject to these Terms. By using or accessing the Service, you accept and agree the following Terms. If you do not wish to accept these Terms, please do not access the Service. About our Terms

1. 1.1 These Terms explain how you may use the Service. Please note that in some cases we may be providing the Service on behalf of a third party provider. These Terms apply directly between any user of the Service ('you') and Pay.UK Limited ('we' or 'us') and apply in addition to any terms entered into between you and any third party on whose behalf we provide the Service.

2. 1.2 By accessing or using the Service, you agree to be bound by these Terms and the documents referred to in them. If you are using the Service in your capacity as an employee or representative of a third party, by continuing to use the Service you are confirming that you have authority to enter into these Terms on behalf of that third party, and such third party will be bound by these Terms.
3. 1.3 If you do not agree with or accept any of these Terms, you should stop using the Service immediately.
4. 1.4 If you have any questions about the Service, please contact us by:
1. e-mail helpdesk@wearepay.uk Monday to Friday: 9 am to 6 pm; or
2. telephone 020 3217 8333 Monday to Friday: 9 am to 6 pm.

2. Using the Service.

1. 2.1 The Service is owned by Pay.UK Limited ('Pay.UK') who operates and manages access to the information available to you on the Service ('Information'), on behalf of a third party provider.

2. 2.2 These Terms may be revised at any time. Where the Terms are revised, a notification of the changes will be posted on the Service. When you use the Service please check for any updated Terms.
3. 2.3 Whilst using the Service you agree that:
1. Your registration is personal to you and is not transferable to any other person.
2. You must not disclose your user name or password (or other login details) to any third party. If you believe that your registration has been used without your authorisation you must notify Pay.UK and change your password immediately;

3. You are solely responsible for any activity that occurs on or through your account (whether or not authorised by you) and for keeping your user name and password secure and confidential. If there is any suspicion of unauthorised access, you must report this immediately using the contact details contained in clause 1.4;

4. Strict security controls are in place to ensure that all access to the Service, and upload and download of Information to and from the Service, is secure. You agree that you will comply with any reasonable security requirements notified to you by either the third party on whose behalf we provide the Service or by Pay.UK from time to time;

5. Pay.UK reserves the right to terminate or suspend your access to the Service at any time if it has reason to believe that you have breached these Terms;
6. (f)Pay.UK reserves the right, from time to time, to temporarily suspend or terminate your access to the Service in our sole discretion, with or without cause, with or without notice where (i) there is actual or suspected violation of these Terms; (ii) the Service has been used in a manner that may cause us to have legal liability or disrupt others' use of the Service; (iii) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (iv) scheduled downtime and recurring downtime; or (v) unplanned technical problems and outages;)We do not guarantee that the Service, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Service for business and / or operational reasons. Pay.UK will be not liable to you whatsoever if for any reason the Service is unavailable for any reason; and

3. Ownership,use and intellectual property rights

1. 3.1 The Information is protected by international copyright laws and other intellectual property rights. Unless indicated, Pay.UK (or its licensors) are the owners of the Intellectual Property Rights in the Service. All trade marks, logos and service marks (the 'Trade Marks') which appear on the Service are our registered and unregistered Trade Marks or are licensed for use by us by the owners of those Trade Marks. Nothing contained on the Service should be construed as granting any licence or right to use any Trade Marks displayed on the Service without our written permission. You must ensure that you do not remove any confidentiality or copyright notices from any Information.

2. 3.2 Nothing in these Terms grants you any legal rights in the Service other than as necessary to enable you to access, review and input Information into the Service.For the purposes of these Terms 'Intellectual Property Rights' shall include patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in set-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

4. Confidentiality

1. 4.1 You acknowledge that the Information is confidential and commercially sensitive and agree to maintain and treat the Information as confidential and not to disclose or use the Information except in accordance with these Terms. You must not transmit, disclose, distribute or disseminate any Information (or its contents) in any manner or by any means whatsoever to any third parties, other than those who are authorised by Pay.UK, to access and use the Information without Pay.UK's prior written consent.

2. 4.2 You must not upload, download, print or store any Information in any manner unless you have taken appropriate steps to ensure the confidentiality and security of the Information.
3. 4.3 If you discover or become aware of any unauthorised disclosure of the Information as the result of breach of these Terms, you must immediately notify Pay.UK, the relevant third party provider and all relevant authorities as appropriate and take all possible action to prevent further disclosure.
4. 4.4 You will be liable to Pay.UK for any loss or damage caused by any unauthorised disclosure by you of your access details, or Information, or any other failure on your part to adhere to these Terms.

5. Your Obligations

1. 5.1 You must not:

1. use the Service in any way which Pay.UK may reasonably determine is contrary to the interests of any of Pay.UK, the third party granting you access to the Service or other users;
2. use the Service for any unlawful or fraudulent purposes;
3. misuse the Service by introducing technologically harmful material;
4. access without authority, interfere with, damage or disrupt the Service or any part of it; any equipment or network on which the Service is stored or any software used in connection with the provision of the Service; or
5. attack the Service via a denial-of-service attack or similar.
2. 5.2 Pay.UK will not be liable for any loss or damage caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material, your use of the Service, or your downloading or use of any Information due to your negligence or recklessness in failing to maintain robust and up-to-date security systems.ong>

3. 5.3 Any content that you upload onto the Service must:
1. be accurate (where it states facts);
2. be genuinely held (where it states an opinion);use the Service for any unlawful or fraudulent purposes;
3. comply with all applicable laws; and
4. be scanned by appropriate virus checking software that meets generally accepted industry standards from time to time.
4. 5.4 Any content that you upload onto the Service must not:
1. contain any material which is defamatory, obscene or offensive;
2. infringe the Intellectual Property Rights of a third party (including, a duty of confidence);
3. be used to impersonate any person, or to misrepresent your identity or affiliation to Pay.UK, or any third party;
4. give the impression that they emanate from Pay.UK, if this is not the case; or
5. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6. Privacy and personal information

1. 6.1 You acknowledge that any content you upload to the Service may be made available to, and used by, other authorised users of the Service in accordance with these Terms and it is your responsibility to ensure that you have a sufficient legal basis under applicable Data Protection Legislation to share Information that constitutes personal data on the System.
2. 6.2 Pay.UK has the right to disclose your identity to any third party who claims that any content uploaded by you to the Service infringes their Intellectual Property Rights or their right to privacy. Pay.UK or other users may be required to disclose material you upload to the Service to third parties where they are under a legal duty to do so.
3. 6.3 The Information and other elements of the Service may include individuals' personal data. If you submit Information comprising any personal data to the Service on behalf of a third party, you, are an independent data controller in your use of the Service. When providing the Service, Pay.UK is a controller where Pay UK uses personal data for its own administration and regulatory compliance purposes, and a processor where Pay UK hosts Information comprising personal data on the Service on behalf of a third party.
1. Where you act as a controller in using the Service you shall:
1. comply with all the obligations imposed on a controller under the Data Protection Legislation;
2. ensure that you have all necessary notices and consents in place to enable lawful use and transfer of personal data; and
3. not disclose or allow access to the personal data to anyone other than to Pay.UK and other Service users who have authorised access.
2. In relation to any personal data we control, we shall:
1. comply with all the obligations imposed on a controller under the Data Protection Legislation;
2. ensure that we have all necessary notices and consents in place to enable lawful use and transfer of personal data; and
3. not disclose or allow access to the personal data to anyone other than to Service users who have authorised access.
3. In relation to any personal data we process, we shall:
1. Process the personal data only as outlined in these Terms, except to the extent that any processing of personal data is required by applicable laws;
2. where processing of personal data by us is required by applicable laws, we shall inform you of the relevant legal requirement before processing, unless such law prohibits us from doing so;
3. notify the you where we reasonably believe any documented instructions in respect of the processing of personal data infringe any Data Protection Legislation or any other applicable laws;
4. ensure that our personnel who are authorised to process the personal date have committed themselves to confidentiality;
5. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing;
6. taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the your obligation to respond to requests for exercising the data subject's rights under Data Protection Legislation;
7. notify you without undue delay after becoming aware of a personal data breach;
8. at your expense, assist you in your compliance with your obligations under Data Protection Legislation in respect of security of processing, carrying out data protection impact assessments (as defined in Data Protection Legislation), remedial action to be taken in response to a data breach (including notifying data breaches to the Information Commissioner's Office (the 'ICO') and affected data subjects) and consulting with the ICO regarding high risk processing, in each case insofar as it is able taking into account the nature of the processing and the information available to us;
9. at your direction, delete or return to you, all of the personal data processed under these Terms, and delete any copies of such personal data unless any applicable laws require that copies are kept; and
10. make available to you all information necessary to demonstrate your compliance with your obligations under the Data Protection Legislation.
1. 6.4 The privacy policy which applies to your use of the Service is available as set out below.
2. 6.5 In this clause 6, Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy. For the purposes of this clause, the terms 'processor', 'processing', 'personal data' and 'controller' have the meanings given to them in the Data Protection Legislation.
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7. The Information

1. 7.1 Pay.UK makes no representation or warranty that the Information is complete, adequate, accurate or up-to-date. Further, all warranties, conditions and other terms implied by statute or common law in relation to the Service or Information are excluded to the fullest extent permitted by law.
2. 7.2 The Information is provided in good faith and as such, you should not place any reliance on the Information.
3. 7.3 You bear any and all risk from use or reliance on any Information in all circumstances.

8. Limitation of Liability

1. 8.1 To the maximum extent permitted by law, Pay.UK (and its respective officers, members and employees) accepts no liability for any loss, whether it be direct, indirect, consequential loss or damage or otherwise, nor for any loss of revenue, profit, business, data, goodwill or anticipated savings (in each case whether direct or indirect) suffered by you as a result of use of the Service and/or the Information, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. .
2. 8.2 Nothing in these Terms shall exclude or limit Pay.UK's liability for death or personal injury caused by negligence or fraud or any other liability that cannot be excluded or limited under applicable law.

9. Miscellaneous

1. 9.1 Pay.UK may monitor your use of the Service and such monitoring may include access to Service automated audit reports which describe all activities carried out by you in relation to the Service and access to activity reports produced by scanning services in order to ensure that the Service is not being abused and that these Terms are not being breached. Further information about how your personal data is used when you use the Service is set out in our FileHive privacy policy statement below.
2. 9.2 Your use of the Service will be monitored by using cookies that are stored on your computer's hard drive. You may refuse to accept cookies by activating the setting on your browser that allows you to refuse the setting of cookies. The cookies policy which applies to your use of the Service is available at https://www.wearepay.uk/privacy-and-cookies/.
3. 9.3 If you do not use or access the Service during a continuous three month period, your right to use the Service may be suspended until such time as you have re-registered with, and been accepted by, Pay.UK or such third party to which Pay.UK provides the Service to continue to use the Service.
4. 9.4 If you are accessing the Service on behalf of third party, you must inform the third party on whose behalf we provide the Service promptly of any change in your employment status, including a change in your role or responsibilities, as this may affect your right to access the Service or certain Information.
5. 9.5 If any provision of these Terms is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Terms will remain in full force and effect and will not in any way be impaired.
6. 9.6 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with English law, and the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with them.

FileHive Privacy Policy

For the purpose of the General Data Protection Regulation EU 2016/679 ('GDPR') and UK Data Protection Act 2018 ('DPA 2018') Pay.UK Limited of 2 Thomas More Square, London, E1W 1YN is the data controller of any personal data that it collects and processes about users of the Service.

Pay.UK is committed to preserving the privacy of all users of the Service. Please read the Pay.UK privacy policy here https://www.wearepay.uk/privacy-and-cookies/ and the below to understand how the information that you provide is used and protected.

1. Should you choose to register to use the Service, you will be asked to provide certain personal information Pay.UK may use your personal information in the context of its organisation, as part of a directory of Service users to allow you to participate in interactive features of the Service and in general correspondence that may relate to you.
2. Where you submit documents or other materials to the System, you agree and acknowledge that such documents and materials will be available to other System users and may include your personal information.
3. Any personal data you provide, or which is collected from you will not be:
   1. transferred to or stored at a destination outside the European Economic Area ("EEA");
   2. processed by staff operating outside the EEA who work for any of Pay.UK's suppliers or any of its members, unless it is done so securely and in accordance with Chapter V GDPR.
4. By submitting your personal information, you agree to this transfer, storing or processing. Pay.UK will take all steps reasonably necessary to ensure that your personal data is treated securely and in accordance with this privacy policy, GDPR and DPA 2018.
5. If Pay.UK or one the Pay.UK's suppliers or any of its members wish to transfer personal data or store at a destination outside the EEA, it must specify which country the personal data will be sent to or stored at before the personal data is sent or stored. It must also ensure that the level of protection of the personal data required by the GDPR and/or DPA 2018 is not undermined.
6. Pay.UK may be required to disclose your personal information to third parties where it is under a legal duty to do so. Other than for this reason, or where your personal information is available to other Service users, the information you provide will be kept confidential.
7. Pay.UK may also collect personal information about your use of the System by using a cookie file that is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive.
8. The transmission of information via the Internet is not completely secure. Although Pay.UK will do its best to protect your personal information, it cannot guarantee the security of information transmitted to the System and any transmission is at your own risk. Where you have been given you (or where you have chosen) a password which enables you to access the System or certain parts of the System, you are responsible for keeping this password confidential.
9. You have a right to ask Pay.UK to provide a copy of the personal information that it holds about you.
10. Any changes to this privacy policy in the future will be posted on the System.

This Privacy Policy does not provide exhaustive detail of all aspects of Pay.UK processing of personal information. However, Pay.UK is happy to provide any additional information or explanation needed.

Pay.UK tries to meet the highest standards when processing personal information. For this reason, we take any complaints we receive about this very seriously. Pay.UK encourages people to bring it to its attention if they think that Pay.UK's collection or use of information is unfair, misleading or inappropriate.

If you would like to exercise any of these choices, please get in touch to our Data Protection Officer

• By email to DPO@wearepay.uk
• By post at 2 Thomas More Square, London E1W 1YN
• By telephone on 020 3217 8200

or use the 'Contact Us' form on our website. Where we have shared your personal information with other companies, we will let them know if you exercise any of these choices. If you believe that we have not complied with your data protection rights, you can complain to the Information Commissioner who can be contacted at www.ico.org.uk, by telephone on 0303 123 1113 or by post:

Information Commissioner's Office
Wycliffe House
Water Lane
Wilmslow
SK9 5AF