Last updated: 25 February 2017

Please read these Terms and Conditions carefully before using the Rehive website, dashboard, API and any other software operated by Rehive and/or Plusgo Co.


These Terms of Use govern your use of the services referred to therein provided by Rehive / Plusgo Co. and constitute the legal relationship between you and us.

You are also advised to print or download and keep a copy of the Terms of Use for future reference.

BY USING ANY OF OUR SERVICES DESCRIBED IN THESE TERMS OF USE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. PLEASE DO NOT USE ANY OF OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS OF USE. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US AND IT IS IMPORTANT THAT YOU TAKE THE TIME TO READ THEM CAREFULLY.

1. OVERVIEW

We operate a proprietary platform for launching and managing fintech software and applications. We facilitate the integration of a transaction backend, user management, fees and limits. The Services we provide comprise the Rehive API and Rehive Dashboard. These Terms of Use govern your use of the particular Services for which you register including without limitation your access to the Rehive API and Rehive Dashboard.

2. USE OF REHIVE AND THE SERVICES

2.1 Ownership and use. We own all right, title and interest in and to Rehive and our proprietary technology, including our software, algorithms, user interface designs, architecture, and documentation, network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof and have the right, at any time, to amend our operating procedures effective immediately, where appropriate in our determination. These Terms of Use do not transfer from us to you any license or ownership rights in Rehive. You may only use Rehive for the receipt of the Services and in a manner consistent with these Terms of Use and you shall not interfere with, disrupt, or cause damage to users of the Services, the Rehive or any of our equipment.

2.2 Security. It is your responsibility to ensure that Rehive and the Account is only accessed by you and that you keep your login details, password or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen or misappropriated or used without authorisation or otherwise compromised you must contact Client Support without delay. Any undue delay in notifying us may affect the security of your Account and /or result in you being liable for any losses as a result.

2.3 Suspension of Access. We may suspend your Account and/or your access to Rehive and/or otherwise restrict functionality on reasonable grounds relating to: the unauthorised or fraudulent or illegal or disruptive use or security of the Account or Rehive; full or partial Rehive failure, including failure of the technology constituting Rehive; a material breach by you of your obligations under the these Terms of Use; or in order to comply with applicable law.

2.4 Equipment. You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use Rehive and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of Rehive.

2.5 Principal only. You hereby confirm, represent and warrant to us at all times that that you are acting on your own account and not on behalf of any other person and acknowledge that we shall not be responsible for or otherwise guarantee the performance of any transaction entered into by you with an End Customer.

2.6 End Customers Responsibilities. You will be solely responsible for all services provided to End Customers.

3. DATA PROTECTION LEGISLATION

3.1 Personal data. By asking us to provide you with the Services you will be providing us with information which includes information that may be personal data which we as a data controller, collect, store and process. We will only use any personal information to allow us to provide you with the Services and to assess our risks in doing so. 3.2 Responsibility for Data. You are solely responsible for the content, quality, accuracy and completeness of End Customer data and any other data transmitted by you or on your behalf via or in connection with the use of Rehive and the Services.

4. FEES AND AMOUNTS TO BE PAID

4.1 Fees. Transaction fees and service fees for the Services shall be as set out in the relevant Commercial Agreements and may be increased by us in accordance with the terms of the relevant Commercial Agreement. Pre-paid transaction and service fees are non-refundable.

4.2 Taxes. All Fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, all of which you will be responsible for and must pay in full, except for taxes based on our net income.

6. CONFIDENTIAL INFORMATION

6.1 Nondisclosure of Confidential Information. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to enable it to perform its obligations under, these Terms of Use, nor disclose to any third party (except as required by law or to that party’s advisors as reasonably necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. In addition, each party may reveal the other party’s Confidential Information only to its agents, representatives and employees who have a “need to know” such information in connection with these Terms of Use, who are informed of the confidential nature of such Confidential Information and who shall agree to act in accordance with the terms and conditions of this section. Each party agrees that the obligations under this section will survive any expiration or termination of these Terms of Use.

7. OUR AGREEMENT WITH YOU

7.1 Our acceptance of you as a client. Our obligations under these Terms of Use are conditional upon our acceptance of you as a client which is at our sole discretion and we reserve the right to decline to provide the Services or open an Account for you without specifying a reason. You acknowledge that that all regulatory requirements need to be met before any Services are provided.

7.2 Your Representations and Warranties. You hereby represent and warrant to us at all times that you will comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of Rehive and the Services you will use Rehive and the Services only for lawful purposes you have full power and authority to enter into and comply with these Terms of Use title to all money and assets transferred to us under these Terms of Use will vest absolutely in us and not be subject to any charge or other rights of third parties you are compliant with all applicable laws in all jurisdictions in which you operate you are not buying currency for the purposes of investment or speculation and all information supplied to us by you is complete, accurate, up to date and truthful in all material respects.

8. LIABILITY

8.1 Instructions and Agreed Orders. We are entitled to act on instructions and rely on agreed Orders which are received from or made with you or an Authorised Person or appear so to be. You agree to indemnify us for all losses arising from our doing so and from any losses we may incur resulting from any errors made by you or an Authorised Person in providing instructions to us or concluding Orders with us (whether verbally or in writing) unless these arise due to our negligence, willful default or fraud. We shall not be liable to you for the non-execution of a payment or for the defective execution of the payment if the information you provide is incorrect. However, we will make reasonable efforts to recover the funds involved in the payment. You will be responsible for the costs incurred by us for any such recovery.

8.2 Non Exclusion. Nothing in this Agreement excludes our liability for fraudulent misrepresentation, death or personal injury caused by our negligence or the negligence of our employees or agents or any other liability that cannot be excluded by law.

8.3 Unauthorised or incorrectly executed payments. Under the Regulations you may be entitled to redress for any unauthorised or incorrectly executed payments. In the case of an executed payment not authorised by you or an Authorised Person we will refund the amount of the unauthorised payment to you and where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment not taken place. If we fail to execute, or incorrectly execute, a payment unless we can establish that the beneficiary’s payment service provider received the amount of the payment transaction, we will refund to you the amount of the non-executed or defective payment transaction and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place. We will also refund to you with any direct charges for which you are responsible and any interest which you must pay as a consequence of the non-execution or defective execution of the payment transaction. Beyond this, we have no further liability to you any unauthorised or incorrectly executed payments.

8.4 Aggregate liability. Our aggregate liability to you (either directly or as a third party defendant in any action or proceeding) with respect to these Terms of Use shall not exceed the amount of fees paid by you to us under these Terms of Use within one year preceding the date you make your claim. In no event shall we be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages.

8.5 Payee/beneficiary bank failure. We will not be liable if the payee/beneficiary bank fails to process the payment correctly.

8.6 Our Negligence. If a loss is incurred due to our negligence, we will attempt to correct the error. If we are unable to do so, we will be liable for any direct losses such as bank fees and interest incurred as a result of our negligence. In no circumstances will we be liable for any indirect, unforeseeable or incidental losses incurred such as loss of opportunity by you or any action for damages made against you by a beneficiary

8.7 Your Indemnities. You agree to defend any claim against us that your actions in connection with your use of Rehive or the Services violate any third party’s rights of privacy, or violate any privacy laws; and arising from or relating to End Customer data. You will, in either case, indemnify us (and our directors, employees and agents) against all damages awarded against us or agreed to in a written settlement agreement signed by you arising out of such claim. In addition, with regard to Contracts, you shall, on our demand, indemnify us from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by us (including losses and expenses from any action we take to seek to cover or reduce our exposure under any Contracts) as a result of: our acting on a written, oral, telephone, fax or electronic Order which reasonably appeared to us to be from you or an Authorised Person; or our exercising our rights to Close Out all or any part of any Contract.

9. TERMINATION

9.1 Terms. These Terms of Use shall remain in effect so long as any Commercial Agreement is in force or for so long as we are providing any Services to you.

9.2 Termination for Cause. Either of us may terminate a Commercial Agreement if: the other party breaches any material term or condition of these Terms of Use and fails to cure such breach within thirty (30) days after receipt of written notice of the same, the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

9.3 Additional Grounds for Termination. We may suspend Services and terminate your Commercial Agreement at any time without prior notice if: a financial regulator, regulatory agency, or law enforcement agency posts a warning with regard to you: any governmental, regulatory, or judicial authority directs us to suspend or terminate your Commercial Agreement; a banking partner of ours requests that we terminate your Commercial Agreement; or we have reason to believe that you are engaged in fraud, money laundering, or terrorist financing.

9.4 Effect of Termination. Upon the effective date of termination: you will immediately cease all use of Rehive and return any and all copies of any documentation, notes and other materials comprising or regarding Rehive; all of your payment obligations under these Terms of Use for Services will immediately become due and payable; and within thirty (30) days of such termination of your Commercial Agreement, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

9.5 Survival. The following provisions will survive any expiration or termination of your Commercial Agreement: section 6.1 and any other provision that by their nature are intended to survive termination of your Commercial Agreement. Any sums owed by you to us under these Terms of Use shall become immediately due and payable on the expiration or termination of your Commercial Agreement.

10. MISCELLANEOUS

10.1 Independent Contractor. Our relationship under these Terms of Use is that of independent contractors and not partners, joint ventures, or co-owners as participants. Neither party has authority to contract for or bind the other.

10.2 Changes to the Rehive. We reserve the right to modify Rehive at any time as it deems necessary to comply with applicable laws and regulations or business needs, provided that such modification shall not thereby substantially degrade the functionality of the Rehive.

10.3 Assignment. You consent to us assigning our rights under these Terms of Use at any time to one of our Group Companies and/or any person pursuant to a merger, consolidation or sale of any substantial portion of our business to which this these Terms of Use relate. You may not assign your rights under these Terms of Use without our prior written consent.

10.4 Governing Law and Forum. These Terms of Use (and any non-contractual obligations arising out of or in connection with the same) shall be governed by and interpreted in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with these Terms of Use and/or the Services provided hereunder (including in relation to any non-contractual obligations).

10.5 Advertising. We may include your name, logo and contact information in directories of our service subscribers and other general promotional materials for the purpose of promoting the use of Rehive generally. Neither party shall issue a press release relating to their business relationship without the written consent of the other party. Neither party may use the trademark or trade name of the other party without the written consent of such party.

10.6 Entire Agreement and Waive. These Terms of Use constitute the entire agreement between you and us with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under these Terms of Use shall not act as a waiver of subsequent breaches.

10.7 Severability. The provisions of these Terms of Use are severable and the invalidity or un-enforceability of any provision herein shall not affect the validity or enforceability of any other part of these Terms of Use.

10.8 Non-Solicitation. During the term of your Commercial Agreement and for a period of one (1) year thereafter, you shall not solicit or hire the services of any employee or subcontractor of us, without our prior written consent.

10.9 Amendment. We reserve the right to amend these Terms of Use by giving you no less than 1 months’ notice and sending you revised terms and conditions by post or e mail or other electronic means. Such amendments will become effective on the date specified in the notice and unless otherwise agreed by us in writing, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.

10.10 Force Majeure. In the event that either party hereto shall be delayed or hindered or prevented from the performance of any act required by reason of strikes, lock-outs, labour troubles, inability to procure materials or services, failure of power, riots, insurrection, war, mud-slide, fire, earthquake, tsunami, or other similar reasons of a like nature not the fault of the party delayed in performing work or doing acts required under these Terms of Use, such party shall immediately provide notice to the other party of such delay, and performance of such act shall excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

10.11 Third Party Right. Nothing in these Terms of Use confers or is intended to confer a benefit enforceable by a person who is not a party to it and no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms of Use. Without prejudice to the generality of the foregoing you (and not any End Customer) will be the counterparty to a Contract and the recipient of the Services including without limitation Rehive Services.

10.12 Notices and Communication. Any notice required to be given under these Terms of Use shall be treated as having been served on delivery if by hand, 48 hours after posting (disregarding days which are not Business Days) and on completion of transmission if sent by or e mail or other electronic means. All communications in relation to these Terms of Use and the services contemplated hereunder, whether verbally or in writing, must be in the English language. All communications may be made by any reasonable means, including but not limited to, telephone, letter, electronic mail or other electronic means. We reserve the right to request that you confirm in writing any verbal communications that you may give us.

10.13 Complaint. If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know.


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