UK: Top 5 Legal Issues You Need To Consider When Implementing An Enterprise Social Network

Last Updated: 24 February 2015
Article by Susan McLean and Mercedes Samavi

The clue is in the names – Jive, Chatter, Yammer. Enterprise social networks (ESNs) are designed to help employees communicate and share information and ideas. ESNs have been around for a number of years, but are becoming increasingly common in the mainstream corporate environment as individuals and organisations have grown more comfortable using social media as a business tool. In addition, with the rise in remote and mobile working, companies increasingly recognise the value of a more connected workforce.

The potential benefits of an effective ESN are clear. They are platforms that are designed to build relationships, streamline communication, reduce hierarchy and break down silos, promote collaboration and innovation, and instil a sense of community across organisations that are often distant – whether through geography, structure, or otherwise. The biggest challenge with ESNs, as with any business tool, is adoption by employees. Of course, ESNs also pose certain legal and regulatory challenges and organisations need to address a number of key issues when launching an ESN.


An enterprise social network (ESN) is typically an enterprise-grade, third party, private social media platform designed for use by employees. Examples of third party platforms include Microsoft's Yammer, Saleforce's Chatter, Jive, and the recently-announced Facebook at Work. ESNs tend to offer a variety of different features including real-time chat feeds, document sharing, management and collaboration, and community networks. Many, but not all, are cloud-based solutions. However, although the third party ESNs may be the best known, ESNs can also be bespoke platforms or apps built in-house to meet the needs of an organisation's workforce (e.g., the Barclays mobile app MySite, Heathrow's app for operations staff, etc.).


1. Access Control

Deciding who gets access to your ESN is critical. Typically, a third party ESN will be accessible by anyone who has a corporate e-mail address. However, practically speaking, this could include individuals who are not employees, e.g., contractors based on site. Giving such individuals access to the ESN may not be appropriate, particularly if it could trigger an increased risk that such contractors are considered employees. In addition, companies may want to invite third parties – for example, clients or consultants – to have access to certain areas of an ESN. Even within the employee population, there may be sections of the ESN that should only be available to certain employees or departments within the business, e.g., Legal or HR. In each case, when deciding who has access to your ESN, you will need to take into account appropriate legal and compliance issues in relation to the protection of confidential or privileged information, intellectual property rights, and personal data.

2. Social Media Policy

Social media, by its nature, induces spontaneous and real-time reactions from its users. Occasionally this may result in ill-judged contributions on the ESN, which will not only reflect badly on the user, but could adversely impact the organisation. Accordingly, it's important to put in place an appropriate social media policy. A company's existing social media policy that's primarily concerned with the use of external social networks may not appropriately cover an ESN. Accordingly, organisations should consider creating a social media policy specific to the ESN.

The policy should make clear what conduct is and is not acceptable, e.g., no disclosure of confidential or sensitive information to employees or users who are not authorized to view that information. The policy should also make clear the forms of disciplinary action that may be taken in the event of a breach.

In addition to the policy, it's vital that users are provided with adequate training on the use of the ESN and compliance with the policy. However, it's also important to take a common sense approach. If the policy is too long, complicated or restrictive, the chances are that people will simply ignore it (and you could come unstuck if the policy is subject to a legal challenge). To help ensure that users understand the policy, be creative; perhaps create a slide show or video to accompany your policy.

In addition to implementing a policy, organisations will need to monitor the ESN and put in place appropriate procedures to deal with breaches of policy. Again, a pragmatic, light-touch approach is recommended, because too much unnecessary interference may stifle adoption. In addition, organisations will need to ensure that any such monitoring is compliant with applicable employment and data protection law.

3. IPR Ownership

One of the biggest drivers for implementing an ESN may be to provide a platform to encourage users to collaborate and generate products, services, and ideas. Yet, this may raise questions of who is entitled to claim intellectual property rights ("IPR") in the content that's created.

In the UK (as in most countries), if the content is generated by employees, IPR will automatically vest in the employer. However, the position is less clear-cut when material is created as a result of collaboration with contractors or third parties. In such circumstances, organisations should consider in advance what is likely to be created and who should own the IPR in such content. In terms of contractors, the relevant contractor or consultancy agreement should ensure that all materials created during the course of the engagement are owned by the company. In terms of third party users, the parties should agree in writing up-front who will own the IPR in any content that is created.

4. IPR Infringement

In addition to the creation of IPR, there is also a risk that employees may infringe IPR via an ESN, for example, by sharing third party materials without consent or in breach of licensing arrangements. Having a clear policy and training in terms of the use of third party material is essential. Because an ESN is ostensibly an internal network, individuals may not appreciate that sharing third party content via an ESN is very likely to be considered publication under applicable IPR laws and may breach license restrictions (e.g., as to specific group company, number of users, geographical location, etc.)

5. Privacy & Security

An ESN will inevitably involve a large amount of data and a significant proportion of that data may be considered personal data. Organisations will need to identify upfront the nature of personal data likely to be collected, the purposes for which the data will be used, where the data is to be used and by whom, and the appropriate access and security measures that need to be put in place to protect the data. Organisations will then need to ensure that they are compliant with all relevant data protection obligations in terms of such processing.

In particular, where organisations and the ESN operate on an international basis, meaning that personal data of users based within the EEA may be accessed by users outside the EEA (whether employees or third parties), the organisation will need to ensure that appropriate protections are in place to assure that such cross-border transfers are compliant with applicable data protection law.

As discussed above, many ESNs operate as cloud-based solutions, so organisations will also need to make sure that they are comfortable with the potential risks to privacy and security risk posed by a cloud-based solution. If an organisation has a very low risk-appetite (e.g., it operates in a highly regulated sector), it may decide that a cloud-based solution is not appropriate.


If you are using a third party ESN, you will also need to put in place an appropriate contract with the provider. Contracts for cloud computing services are generally implemented on the provider's terms and, as we discussed previously in our alert on negotiating cloud contracts, where an ESN is a cloud-based solution, the extent to which a provider's standard terms can be negotiated may be limited. Accordingly, an organisation may decide to focus on certain key issues such as confidentiality, data ownership, privacy, and security.

ESNs provide a "water-cooler" for the digital age and are helping evolve the way organisations communicate. However, organisations must ensure that they put the necessary policies and procedures in place to ensure that it's always good to talk.

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP. All rights reserved

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Susan McLean
Mercedes Samavi
In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.