The Unconnected Foundation PaaS Packages

Terms and Conditions
BY PLACING THIS ORDER, MY BUSINESS OR ORGANISATION, herein referred to as “Partner” ACKNOWLEDGE AND WILL ADHERE TO THE TERMS OF THESE TERMS AND CONDITIONS AND I CERTIFY THAT I HAVE THE AUTHORITY TO BIND MY BUSINESS OR ORGANISATION TO THE THESE TERMS, herein referred to a “Agreement”.

The Agreement is executed on the date of the order.

The Agreement is between,

(1) Partner, must be an invited member of The Unconnected Foundation Digital Equity Program, and as defined by the business or organisation entity of the Partner entering into the order.

And, either,

(2a) The UNCONNECTED FOUNDATION is a charity registered with the Charities Commission of England and Wales and has its office at 124 City Road, London, EC1V 2NX, United Kingdom (“Unconnected”) with its charity number as 1198420, for all Territories except the Philippines and Kenya.

Or,

(2b) Unconnected.org Information Technology Services Organization Inc., which has its office at Unit 5A, 5F Hollywood Square Building, 33 West Avenue, Brgy. Nayong Kanluran, Quezon City, Philippines (“Unconnected”) with its entity number as 2024100173030-02, for the Territory of the Philippines.

Or,

(2c) UNCONNECTED.ORG (“Unconnected”), for the Territory of Kenya with company registration number CLG-BWTPA5O5 and company address as:

Physical address; Amani Court, Athi-Highway Estate, Athi River, Machakos, Kenya
Mailing Address; 754-00204, Athiriver, Kenya

each a “Party” and collectively the “Parties”.

WHEREAS:

I. Unconnected is a charity, among other things, dedicated to supporting individuals who lack internet access by facilitating connectivity and addressing issues related to affordability and coverage. Unconnected will provide connectivity, equipment, and support to Partner including sharing of existing equipment for Partner to connect local communities within a single territory of the Philippines, Kenya, Malawi, Nigeria, Colombia or Mexico (“Territory”).

II. Unconnected will provide Partner with access to Unconnected’s networking equipment, connectivity, and occasionally other tools and equipment for use throughout the duration of the Agreement (collectively referred to as 'Infrastructure').

Infrastructure provided may include Platform as a Service (“PaaS”) offers (collectively referred to as “Packages”) that may consist of some, all, or a combination of:

Starlink satellite dishes
Cabling
Monthly access to the satellite
Wi-Fi routers
Software for user management, end user app, retail, rate plan management, and network management (referred to from herein as “Software”)
2nd level customer support

III. Partner will be responsible for supplying their own:

Power access, backup and solar equipment
Power surge control mechanisms
Point to point internet transit equipment
Labour for installations, support and maintenance
First line customer support to the local community
Relationships with retailers in order to sell services to the local community
Regulatory license or dealer license if they are to resell services to the community
Legally sound entity to enable the provision of internet

IV. The Parties understand that supply of the Packages is contingent on creating social impact in low income communities and that educational activities, or other civic locations as agreed with Unconnected in advance, must be connected within the coverage area of the Package in order for the Partner to be eligible for the Package.

V. Partner also agrees that the site connected with Unconnected’s infrastructure may in the times of disaster and/or emergencies be required to be made available to the public for free internet access as emergency response hubs.

VI. Unconnected will provide access to the Infrastructure within the Territory to Partner for them to use as a backhaul for internet capacity and to connect local communities within the Territory to the internet and only within the boundaries of their existing license. Partner warrants that they hold the relevant license to operate the services within the Territory and commit to ensure that this license remains throughout the Package Term. Failure to uphold the relevant license could give cause to immediate termination for cause. Partner agrees to promptly provide Unconnected a copy of the applicable license upon request of Unconnected.

VII. Ongoing access to the Infrastructure will be contingent upon the Partner's continued compliance with the obligations outlined in this Agreement.

VIII. The charges are established in Annex 1 to the Agreement.

IX. Partner acknowledges that by signing this Agreement they are committing to a minimum first order of ten packages.

NOW THEREFORE, the Parties hereby agree in accordance with the following terms and conditions of this Agreement:

1 OBLIGATIONS OF THE PARTIES

1.1 This section establishes the obligations of Unconnected to Partner:

1.1.1 Related to Infrastructure being provided to Partner:

1.1.1.1 Unconnected will fund and deliver Infrastructure, including covering importation taxes, to a single location per order in the Territory as advised by Partner;

1.1.1.2 Unconnected will solely control the activation, suspension, and deactivation of the Infrastructure from its remote software;

1.1.1.3 There is no obligation upon Unconnected to replace broken, lost or damaged Infrastructure or accessories. However, Unconnected will replace hardware that is legitimately failing in a breach of Warranty terms or which are lost or damaged due to the fault of Unconnected or any of its employees.

1.1.1.4 Unconnected will operate an email based support service for second level support queries that may need to involve engineers from the Infrastructure providers during Territory business hours.

1.1.1.5 Unconnected commits to ensuring that data privacy and data protection rules will be strictly adhered to according to the local Territory’s data privacy laws as well as, the Data Protection Act 2018 (DPA 2018) of the United Kingdom and the General Data Protection Regulation (GDPR) of the United Kingdom, and any other applicable laws, for the collection and use of the personal data. Unconnected will only seek personal data information where necessary for the purposes of administering this agreement, remaining in compliance with legal obligations, protection of charitable funds. Where Unconnected is the data controller, it will ensure to only use aggregated and anonymised data and strictly for its own use for impact reporting. Unconnected will hold harmless and indemnify the Partner for any breaches of this clause.

1.1.1.6 Software, Updates and License Terms. Software copies and updates installed on the Infrastructure and Software are not sold, only licensed to Partner and the End-Users on a non-exclusive, non-transferable, limited and revocable basis, for use as installed on the Infrastructure and Software and subject to the software license and usage terms of Unconnected and it suppliers. Unconnected and its suppliers reserve all intellectual property rights and other rights and interests in the Infrastructure, the Software, and the services, and grants no license, except as expressly granted in this Agreement.

1.2 This section establishes the obligations of Partner to Unconnected:

1.2.1. Partner will receive and warehouse the infrastructure and always ensure adequate and secure storage is maintained. at all times including after installation.

1.2.2 Partner is responsible for managing the installation process and timely introduction into educational activities, or pre-agreed civic locations as agreed in advance by Unconnected, within the Territory as well as acting as the 1st level customer support for the schools, civic locations and community end users.

1.2.3 Partner will only install Infrastructure at sites pre-agreed with Unconnected when using technical equipment provided by Unconnected. In the event that Infrastructure needs to be relocated, the new location must also be pre-agreed with Unconnected.

1.2.4 Partner will ensure that the dishes are installed according to the standards set out by Infrastructure vendors or occasionally from Unconnected.

1.2.5 Partner will ensure that the Infrastructure is firmly fixed to a building or other permanent structure and in a location such that theft and damage of the infrastructure is very difficult.

1.2.6 Partner will ensure to connect at least one social impact activity per Package.

1.2.7 Partner will make the dish and connection at the site available for free public use in the event of an emergency if reasonably requested by Unconnected. Partner will ensure that the public is not charged for this service for a maximum of one week. Should emergency services be required for a longer duration Unconnected and Partner will agree a commercial arrangement at cost. Partner will be recognised for its role in disaster recovery in external communications.

1.2.8 Partner will provide staff to reasonably attend disaster preparation and response training provided by Unconnected or its training partners so that it can be prepared for resilience efforts if requested.

1.2.9 Without obligation to do so, Partner is responsible to build its own distribution network where prepaid vouchers can be sold to the community, if it so chooses, and if it is licensed to do so.

1.2.10 Partner will provide Unconnected with quarterly impact reporting. Quarterly reporting will be emailed to support@unconnected.org highlighting where the Infrastructure is installed (for example, a school), how many people are within walking distance of the coverage zone and how many people are actually using the service. If possible, gender and age splits would be greatly appreciated as well as impact stories showcasing how the internet is being used in the community together with visuals and video content.

1.2.11 Partner will ensure all legal steps required in accordance with the data privacy laws that govern the Territory to share aggregated end-user data with Unconnected as well as Unconnected’s sponsors and donors and ensure opt-in processes with the end user or any other stakeholders have been enabled and used. Partner will only seek personal data information where necessary for the purposes of administering this agreement, remaining in compliance with legal obligations and for enabling Unconnected with aggregated and anonymised data that is strictly for its own use for impact reporting. Partner will hold harmless and indemnify Unconnected for any breaches of this clause.

1.2.12 Partner understands that replacements of Infrastructure that have been damaged by Partner, its contractors, partners staff or other stakeholders under its control, or stolen whilst under Partner’s responsibility would be solely at the cost of Partner.

1.2.13 Partner acknowledges that Unconnected and Starlink can monitor the internet traffic and location of the dishes in real time.

1.2.14 Partner will support Unconnected’s nominated staff, contractors, volunteers or partners, as advised by Unconnected at any time, with reasonable access to the Infrastructure owned by Unconnected.

1.2.15 Partner will maintain up to date records of the exact locations of the Infrastructure and promptly provide this information if requested.

1.2.16 Partner understands that this Agreement is between Unconnected and Partner and that the Infrastructure suppliers, such as but not limited to Starlink, and any other donors are donors to Unconnected and not the Partner’s partners, suppliers or donors.

1.2.17 Partner understands that Starlink’s brand cannot be used without the specific written approval by Starlink which can be sought on occasion via Unconnected. Partner understands that unapproved usage of the Starlink’s brand, and other partners of Unconnected could result in immediate termination of Agreement if requested by Starlink.

1.2.18 Partner is solely responsible for the content that is generated by the access to the internet and ensure that all end users sign up to terms and conditions that protect Partner, indemnify Unconnected and any of Unconnected’s suppliers, donors or sponsors from usage of the internet that is illegal, immoral, offensive, harmful or inappropriate content. Partner will proactively ensure that educational activities involving children are able to implement child protection content filtering software.

1.2.19 Partner will maintain an up-to-date license if required to operate Infrastructure with its local authorities and any other required legal or regulatory bodies. Partner will maintain an up-to-date telecommunications license if it sells internet services to the public. Partner is only permitted to act in territories where Partner is qualified to do business under the laws of the Territory, and where it has the necessary telecommunication authorizations/registrations to resell the services and hardware, as is required.

1.2.20 Partner will ensure to maintain insurance policies that protect themselves for loss or damage to the Infrastructure, including Infrastructure owned by Unconnected, public liability for damage to 3rd party premises or injury to people and for inappropriate usage of the internet.

1.2.21 Partner is strictly prohibited from (i) Using Infrastructure, and (ii) reselling or providing access to connection services to or engaging with (a) parties listed on the Denied Party Lists as published by the US Government or Starlink; (b) any agency within the United States Federal Government; and (c) any military, paramilitary, or intelligence community users (or use cases), in any country, including via defense contractor, unless otherwise agreed to in writing by Unconnected.

1.2.22 In the event of a billing dispute, Partner must timely pay all undisputed amounts. If the payment dispute is resolved against Partner, or if Partner fails to pay for Packages on time, Partner must pay the amounts due or the services will be suspended until the overdue amounts are paid in addition to a 1 percent late interest fee, per month, on the total amount due (annual rate for late fees shall not exceed 12% or the maximum legal rate, whichever is lower).

1.2.23 Service Terms. Partner will be responsible for contracting, invoicing, collecting payments, taxes and providing technical and customer support to its customers and end users. Partner agrees to incorporate into any agreement with its customers or end users the relevant terms and compliance obligations included in this Agreement and applicable in the Territory; including the exclusions, limitations and disclaimers on the services described in Section 15 (No Warranties and Disclaimers).

2. PAYMENTS

2.1 Payments shall be calculated in accordance with the terms in Annex 1 or Annex 4 based on the local currency equivalent of the United States Dollars prices of the Packages at the time of the transaction.

2.2 Payment terms are always upfront and prepaid. Payments for the Packages must be paid prior to the corresponding month that the payment is for.

3. TERM, TERMINATION AND SUSPENSIONS

3.1 This Agreement shall be deemed to come into effect on the date of the upfront payment of the order (the “Effective Date”) and remain in force until the expiry of the Package Term. The Package Term is defined in the offer details of each order.

3.2 Partner may pay out its remaining Package Term at any time by making payment to Unconnected for the remaining unpaid portions of the Package Term.

3.3 Without prejudice to either Party’s rights and remedies under this Agreement, immediate termination by either Party can be triggered, through a written notice to the other party within a reasonable period, if:

3.3.1 Any of the services provided commits a breach of law in any for the service provision or for the Parties relevant jurisdiction.

3.3.2 Unconnected or its supplier or stakeholders have fair reason to believe fraud is occurring.

3.3.3 Any government, law enforcement or other legal body requests the service to be ceased.

3.3.4 Starlink terminated the internet access to Unconnected.

3.3.5 Either Party ceases to carry on business as a going concern or goes into liquidation.

3.3.6 Partner misses 3 consecutive payments. Nothing in this clause limits Unconnected’s right to suspend access to the Infrastructure earlier.

3.3.7 If after 30 days after a written notice from the other Party, a Party has not remedied a failure to complete its Obligations as described in sections 1.1, 1.2 and section 6 of this Agreement.

3.3.8 If, after 90 days, Infrastructure has remained in a suspended state according to Section 3.5 of this Agreement.

3.4 Termination shall have the following effects:

3.4.1 Partner shall immediately pay out any remaining payments for the Packages through to the end of the Package Term.

3.4.2 Partner will ensure that the Infrastructure is prepared in its best possible quality to be handed back to Unconnected including packaging, accessories and cabling.

3.4.3 Partner shall transport the Infrastructure to a location determined by Unconnected at its sole discretion within 30 days. The costs of the transportation will be borne by Partner.

3.4.4 Should Partner fail to comply with clause 3.4.2, then Unconnected will pick up the Infrastructure and charge Partner for the collection, transportation and time of its staff or contractors.

3.4.5 Sections 4, 5, 7, 12, 13, 14 and 15 will remain in effect for 24 months after the termination date.

3.4.6 Partner relinquishes all access to Software provided by Unconnected, including the Starlink Portal and other Infrastructure providers portals. It shall also relinquish all data held within the Software or on the cloud or databases controlled by Unconnected.

3.4.7 Unconnected will be free to partner with other organizations within the Territory and may switch the existing Infrastructure to be operated by a new organization in the same location without physically picking up the Infrastructure.

3.5 Without prejudice to either Party’s rights and remedies under this Agreement, Suspension of the Obligations of the Agreement by can be triggered:

3.5.1 If the other Party has failed to deliver its Obligations under this Agreement after 14 days notice by email or in writing that they are in breach of their Obligations.

3.5.2 Immediately, if the Infrastructure is not in the location it is supposed to be, or if the physical control of the Infrastructure has been reasonably deemed to not be in control of the Partner.

3.5.3 Immediately, if, Unconnected suspends the internet access to a dish due to copyright or other legal infringement that is not corrected by Partner.

3.5.4 Immediately, if, Unconnected are advised of any improper or immoral use of the Infrastructure to access inappropriate, illegal content or a breach of copyright.

3.5.5 Immediately, if payments are not made according to the terms of the order or Annexes of this Agreement.

3.5.6 Immediately, if Partner is in breach of its license obligations or breaches any other laws or regulations.

3.5.7 Immediately if the Infrastructure is being used for in-motion services or mobile services.

3.6 Suspension of Obligations shall have the following effects:

3.6.1 Unconnected may remotely trigger the prevention of use of the Infrastructure, thereby ceasing the network operations until remedies have been made.

3.6.2 Partner will continue to be charged the Package fees unless suspension has been triggered by Unconnected breaching clause 3.5.1 of this Agreement.

3.6.3 In accordance with 3.4.8 of this Agreement, if suspension continues for 90 days, Unconnected reserves the right to trigger termination.

3.6.4 Wherever possible, Unconnected will seek to only terminate the Infrastructure related to causing the breach, except in instances related to overdue payments where Unconnected reserves the right to suspend all Infrastructure across the account.

3.6.5 Unconnected may require Partner to pay for a greater number of periods of the subscription to be paid in advance before reactivating. For example if payments are delayed more than three times in the Package Term, Unconnected may request three months to be paid in advance before recactivating a suspended service.

3.7 Changes

Unconnected may change or discontinue services, plans, prices, Infrastructure, Software in this Agreement, as well as specifications from time-to-time. Unconnected will provide you at least a 30-day notice prior to making any material changes to this Agreement. Subject to Partner’s rights under the Agreement by continuing to use and/or resell the services, Infrastructure or Software after the notice period will deem agreement to any changes. Partner is responsible for incorporating the terms of this Section 3.8 into its agreements with its customers and End-Users. Partner assumes the risk and is solely responsible for any liabilities associated with entering into long-term contracts with its customers or end users, such as locked in pricing, that may conflict with future changes made by Unconnected.

4. INTELLECTUAL PROPERTY RIGHTS AND INDEMNITIES

4.1 The intellectual property rights in respect of all goods and assets, tangible and intangible, (including – without limitation and in the broadest sense – products, services, and software) used by the Parties in the context of this Agreement shall remain vested in the Party originating or which has acquired the same. Unless agreed otherwise in writing, nothing in this Agreement shall confer or be deemed to confer on either Party any rights in or license to use any intellectual property right of the other Party.

5. CONFIDENTIALITY

5.1 The Parties agree that all financial, business and technical or other data and all other information (whether written, oral or in electronic form or on magnetic or other media) concerning the business and affairs of a Party, that the other Party obtains, receives or has access to as a result of the discussions leading up to the entering into of the performance of this Agreement and as well as the content of this Agreement shall be treated as confidential (the “Confidential Information”) and not to be used for any other purpose than for the purpose set out in this Agreement.

5.2 The Parties will not disclose Confidential Information or part thereof to any person other than such of its representatives to whom disclosure of such Confidential Information is necessary in order to implement the terms of this Agreement (the “Authorized Person”). The Parties shall require that each such Authorized Person shall agree to comply with the confidentiality provisions contained in this Agreement as if they were a Party hereto.

5.3 Each Party shall notify the other Party immediately in event it becomes aware that any Confidential Information has been disclosed or is in the possession of any person who is not an Authorized Person.

5.4 Confidential Information may be transmitted to governmental, judicial or regulatory authorities, if required by any governmental, judicial or regulatory authority provided that the transmitting Party shall, if legally and practically possible, inform in advance the other Party of such request.

5.5 The Parties may disclose Confidential Information to accountants, legal and financial advisors and consultants as necessary for the performance of their obligations under this Agreement. The Parties may also disclose Confidential Information to genuine potential investors in the Party.

5.6 For the purposes of this Agreement information shall not be considered to be confidential if such information is:

5.6.1 Necessary to be provided by Unconnected to its relevant subcontractor in order that relevant subcontract is able to fulfill its Agreements with Unconnected.

5.6.2 In or passed into the public domain other than by breach of this Agreement;

5.6.3 Known to a receiving Party prior to the disclosure by a disclosing Party; or

5.6.4 Disclosed to a receiving Party without restriction by a third party having the full right to disclose; or

5.6.5 Independently developed by a receiving Party to whom no disclosure of Confidential Information relevant to such information has been made.

5.7 Each Party shall be liable for any disclosure of Confidential Information by any Authorized Person as it had made such disclosure itself.

5.8 This Section shall survive the termination of this Agreement for a period of two (2) years but shall not in any way limit or restrict a disclosing Party’s use of its own confidential Information.

6. PUBLICITY, MARKETING AND USE OF BRANDS AND TRADEMARKS

6.1 The Parties agree to allow the other to use its brands to publicize this relationship. However, one Party at any time can prevent the use of their brand at their sole discretion from any use and the other Party will immediately cease the use of the other’s brand in that capacity.

6.2 Partner will adhere to the terms established in Annex 2 (Marketing Guidelines for Partners Working with unconnected.org) at all times.

6.3 Partner acknowledges and agrees that the name “Starlink” as well as all related marks, logos, and designs are service marks, trademarks, and trade names of Starlink (the “Trademarks”). Without prior written consent from Unconnected as gained from Starlink, Partner nor any customer or End-User may use the Starlink trademarks in any way.

6.4 Starlink retains all right, ownership, and interest in the Trademarks, the Logo, the Photos, the Products and its website, and all associated goodwill, and in any other copyright, trademark, or other intellectual property provided under this Agreement. All goodwill arising from use of the Trademarks, Logo and Photos by Community Wi-Fi Reseller will inure to the sole benefit of Starlink. Nothing in this Agreement shall be construed to grant Partner, its customers or any End-User any rights, ownership, or interest in the Starlink trademarks, logo, its images, the products or the Starlink website, or in its underlying intellectual property.

6.5 Partner will not, adopt, use, or register any corporate name, trade name, trademark, domain name, service mark or certification mark, or other designation that violates Starlink’s rights in the trademarks or logo.

6.6 In order to avoid any risk of confusion, the “SpaceX” name, logo, or other trademarks (such as Falcon, Dragon, and Starship), as well as any association whatsoever with SpaceX’s Chief Executive Officer, is prohibited from being used by Partner its customers or end users.

6.7. To its greatest extent Partner will proactively maintain and enforce the terms set out in this Section 6 with its partners, suppliers, affiliates, customers, end users, staff and contractors.

6.8 Partner acknowledges that breach of this Section 6 gives ground for Termination for Cause.

7. NON-SOLICITATION

The Parties agree not to solicit each other employees, contractors, consultants, or volunteers, without the written permission of the other Party. This shall survive the termination of this Agreement for 2 years.

8. ENTIRE AGREEMENT AND DOCUMENT PRIORITY

8.1 This Agreement, including its Schedules, constitute the entire agreement between the Parties in relation to the purpose and term of this Agreement and no oral discussions, papers, emails or other documents will form part of the Parties' agreement and arrangements in respect of the purpose of this Agreement, unless specifically referenced and incorporated into this Agreement.

8.2 Should any contradiction occur, the Parties agree that the appropriate order to prioritize the implementation of the partnership is:

Accepted Terms and Conditions when an order is placed at Unconnected’s online stores or accepted by paying an invoice where the Terms and Conditions are presented with the invoice.
Accepted Terms and Conditions where those Terms and Conditions are presented in an invoice payable by Partner.
The Annexes of this agreement. If there is any contradiction between the annexes, the newest Annex will take precedence.
The Agreement.
Other written documentation.

8.3 In all cases the English version of documentation takes priority over any translated versions.

9. NO AMENDMENT

No amendment or variation to this Agreement shall be effective except by a written instrument signed by duly authorized representatives of each of the Parties.

10. NO PARTNERSHIP AND JOINT VENTURE

The relationship between the Parties shall be that of independent collaborators, and nothing herein contained shall be deemed to constitute a partnership or joint venture between them or a merger of their assets or their liabilities or undertakings. Neither Party has the right to bind the other party, except as expressly provided for herein.

11. SEVERABILITY

If any term, part or provisions of this Agreement is held by a court or authority of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or statutory regulation, such provision shall to the extent possible be construed in a manner to be enforceable and the remaining provisions hereof shall remain in full force and effect and in no way be affected, impaired or invalidated, except when by reason thereof the fundamental nature of this Agreement is thereby frustrated. This shall apply, mutatis mutandis, to any involuntary gap.

12. NOTICES

All notices, requests, or other communications hereunder shall be in writing and in English. An email from a C Level representative of the Party is considered sufficient as written notification.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall solely be governed in accordance with the laws and the courts of England & Wales.

14. LIMITATION OF LIABILITY

14.1 The Parties agree that the affiliates, including parents and subsidiaries and its affiliates’ volunteers, employees, officers or directors, shall have no liability under this Agreement.

14.2 Notwithstanding anything contained in this Agreement and/or in any applicable law, neither Party, nor any of its employees, directors, officers, agents, distributors, consultants, subcontractors, affiliates, shareholders or representatives shall be liable for (i) any indirect and/or consequential and/or incidental and/or punitive and/or special loss or damage, and/or (ii) any loss of production, loss of business, loss of profits, loss of income, loss of investment, loss or damage to property, loss of data, economic loss, cost of replacement services, loss of revenue and/or anticipated savings and/or loss of goodwill, etc.; in each case – whether direct or indirect and whether arising from tort (including negligence) or breach of contract or strict liability or otherwise and regardless of whether the Party shall be advised, shall have other reason to know or in fact shall know of the possibility of the foregoing

14.3 Notwithstanding anything contained in this Agreement and/or in any applicable law, (i) Neither Party may only be liable for direct damage caused by the other Party due to a malicious act on the part of the other Party, and (ii) the total, aggregate, accumulative liability of either Party and of any of its agents, distributors, consultants, contractors, subcontractors, affiliates and representatives, throughout the entire Term of this Agreement arising out of, under, or otherwise related to this Agreement (including any liability, damages, losses or claim arising from tort, contract, representation or warranty, indemnity, negligence or otherwise) – shall not circumstances, exceed, in aggregate, the amount of the equivalent of US$50,000, for all claims and losses together.

15. NO WARRANTIES AND DISCLAIMERS

15.1 Notwithstanding any other provision of this Agreement and/or of any applicable law, Partner acknowledges that the internet services and satellite dishes are provided on an "as is", "as available" basis and that Unconnected makes no express or implied representations or warranties whatsoever regarding the use, performance, operation or support of any of the equipment, Software or internet connection. Unconnected expressly disclaims, to the fullest extent permissible in law, all representations, warranties, conditions, endorsements, guarantees, stipulations or covenants of any kind, express or implied, including without limitation, all conditions of quality and all warranties, express and/or implied, including, without limitation, warranties of title, durability, non-infringement, accuracy of information, satisfactory quality, merchantability and/or fitness for a particular purpose, and/or any warranty that may arise from a statute or custom or a course of dealing or a usage of trade or otherwise. Partner acknowledges that the use of any of the Infrastructure and connectivity is at Partner’s sole risk.

15.2 Unconnected is not responsible for damage to the Infrastructure after delivery, or for Service malfunctions resulting from: (a) manual re-pointing of the antenna; (b) repair, modification, or disassembly of Infrastructure by anyone other than Unconnected authorised suppliers or their authorized agent; (c) failure to follow reasonable instructions; (d) fire, flood, wind, lightning, earthquake, weather, or other acts of nature or God; (e) spills of food or liquids on Starlink Kit; (f) planned or emergency maintenance on the network; (f) problems with your electrical power or network equipment; (g) misuse, abuse, accident, vandalism, alteration, or neglect; (h) normal wear and tear or deterioration, or superficial defects, dents, or marks that do not impact performance of the Infrastructure; (i) use in combination with devices or software not provided or approved by Unconnected; (j) inability to obtain or maintain necessary permissions, authorizations, or permits; or (k) events not reasonably within Unconnected’s control.

15.3 Partner agrees that use of the Services and the Infrastructure and Software, is at your sole risk. Services, Infrastructure and Software are not suited or intended as a mission critical or safety-of-life service.

16. ANTI-CORRUPTION, TAX EVASION, PROTECTION FROM SEXUAL EXPLOITATION

The Parties will ensure that all staff, contractors, sub-contractors, consultants, associates or any other person related to the execution of this Agreement:

16.1 will comply with the anti-corruption and bribery policy and procedures required by the Bribery Act 2010 of the United Kingdom or any country where this Agreement is to be executed. Failure to do so may result in the immediate termination of this Contract.

16.2 will not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offense or a foreign tax evasion facilitation offense under the Criminal Finances Act 2017. Failure to do so may result in the immediate termination of this Contract.

16.3 will comply to a zero tolerance policy regarding Protection from Sexual Exploitation and Abuse (PSEA). Any act of PSEA committed by employees, contractors, or affiliates of the Partner is strictly prohibited and will not be tolerated under any circumstances and will give grounds to immediate termination of the Agreement.

16.4 for the purposes of this agreement, Sexual Exploitation and Abuse (SEA) is defined as any actual or attempted abuse of a position of vulnerability, differential power, or trust, for sexual purposes. This includes, but is not limited to, profiting monetarily, socially, or politically from the sexual exploitation of another.

16.5 Partner will promptly inform Unconnected upon receiving any allegation or report of SEA involving its personnel, contractors, or affiliates concerning the projects where Unconnected is involved. This includes providing timely notification and cooperating fully with any investigation or process initiated by Unconnected.

16.6 Partner agrees to take necessary measures to prevent and address incidents of SEA. Such measures include but are not limited to:

16.6.1 Ensuring zero tolerance is addressed for SEA across all levels of the organisation;

16.6.2 Screening of personnel, including conducting reference checks and requiring self-declarations regarding any past involvement in SEA;

16.6.3 Providing mandatory PSEA training to personnel;

16.6.4 Ensuring the mandatory reporting of any SEA allegations to Unconnected immediately,

16.6.5 Referring SEA survivors to appropriate services to ensure immediate and appropriate assistance; and,

16.6.6. Conducting or cooperating in a thorough and timely investigation into any allegations of SEA, with a commitment to appropriate disciplinary or corrective actions where necessary. Should any incident of SEA occur, the Partner is required to take immediate and appropriate corrective action, in coordination with Unconnected, to prevent further harm and ensure compliance with this clause.

16.7 The Parties agree that all staff, contractors, sub-contractors, consultants, associates that come into contact with the students or other vulnerable people have been checked for criminal records. Where a criminal record has been uncovered, or arises, the Parties will immediately confirm each and each party reserves the right to remove the person with a criminal record from the project.

Annex 1 – Commercial Terms - connectED and connectED Lite Packages (“Package”)

1. INTRODUCTION

The Parties agree to the following commercial arrangements.

2. THE PACKAGES

2.1 connectED Package Term. Each Package will commence upon the first payment for the Package and continue until the earlier of 12 months after the activation date of the package or 15 days after the delivery of Infrastructure to Partner (“Package Term”). Partner will be responsible for the payments during that period.

2.2 connectED Lite Package Term. Each Package will commence upon the first payment for the Package and continue until the earlier of 12 months after the activation date of the Package or 60 days after the first payment date (“Package Term”). Partner will be responsible for the payments during that period.

2.3 Suspension of Package Term. The connectED Package cannot be suspended. The connectED Lite package may be suspended for up to 60 days in a Package Term for any reason by Partner. However the duration of the suspension will be added onto the length of the Package Term such that the same amount of dues are recoverable over the length of the Package Term.

2.4 Unconnected will provide the Infrastructure and internet service plan as listed in offer including the pricing and included features of the Package which can be found at https://unconnected.org/connected-packages.

2.5 Payments will be invoiced by Unconnected to Partner upfront on a prepaid basis. Payment must be received by the first day of the new month or the internet access may be suspended according to Clause 3.5.5 of the Agreement, until the payment is received.

2.6 Payments are pegged to the United States Dollar. This means that on the date of the order or invoice the Package amounts listed in 2.4 of this Annex 1 are converted to the local currency of the Territory using Unconnected’s retail bank rate of that day. Unconnected will not take a margin from exchange rate conversions.

2.7 Packages can be purchased at anytime and each Package is treated as a new Agreement with its own Package Term independent of any other orders of Package Terms in effect between Unconnected and Partner.

2.8. The effects of the end of the Package Term is:

2.8.1 The existing Package will continue at the same terms on a month-by-month arrangement.

2.8.2 The ownership of the monthly internet connection, satellite dish and Software remain with Unconnected.

2.8.3 All other obligations in this Agreement will continue.

2.8.4 The Partner will be free to terminate the package at any time by giving 30 days written notice.

2.8.5 Any warranty terms from Unconnected no longer apply.

2.9 For all Packages, Unconnected verifies that it has the legal permissions in place from its Infrastructure providers, such as Starlink, for Partner to resell community network services including as prepaid vouchers and also using the services for backhaul, as long as a school or pre-agreed civic location is getting the internet access services form the community internet established without charge, and as long as Partner has the appropriate licenses and legal standing within its territory to sell such services.

3. POLICY ON THE REPLACEMENT OF INFRASTRUCTURE PROVIDED BY UNCONNECTED

3.1 Unconnected will replace equipment that arrives faulty. Partner has 30 days to report any faulty product upon arrival.

3.2 Unconnected will provide a warranty for the Starlink equipment whilst a Package Term is live. The warranty covers repair or replacement of defective hardware components at no additional cost to Partner, provided the defect is not caused by

3.2.1 Improper use, abuse, or neglect of the hardware;

3.2.2 Unauthorized modifications, repairs, or alterations.

3.2.3 Damage caused by external factors such as accidents, power surges, or environmental conditions outside the manufacturer's specifications.

3.2.4 Consumables or parts with a limited lifespan (e.g., batteries, cables, etc.), any software, whether pre-installed or added by Partner or any third-party equipment not provided by Unconnected.

3.3 The warranty will mirror the warranty provided by Starlink, even if the duration of the warranty differs, which at the time of writing these terms can be found at https://www.starlink.com/legal/documents/DOC-1133-73441-63.

3.4 Warranty Claim Process. In the event of a defect covered by this warranty, Partner must notify Unconnected in writing as soon as the issue is identified. Upon notification, Unconnected will arrange for the repair or replacement of the defective hardware within a reasonable period. Partner must return the defective hardware to the Unconnected if required.

3.5 Unconnected reserves the right to charge Partner penalty fees for the equivalent of its losses, if, upon inspection they find that damage has occurred to equipment that voids the warranty. Penalty fees can be obtained from support@unconnected.org.

3.6 Unconnected will promptly replace Infrastructure that has been lost, stolen or damaged outside of the warranty conditions whilst in the control of the Partner upon receipt of the payment of penalty fee to the equivalent value of the costs of the Infrastructure to be replaced. Those costs can be obtained from support@unconnected.org.

3.7 Being in control of the Infrastructure commences for the Partner upon delivery.

3.8 Unconnected’s liability under this warranty is limited to the repair or replacement of defective hardware. Unconnected shall not be liable for any indirect, incidental, or consequential damages arising from the use of the hardware, including but not limited to loss of data, business interruptions, or loss of revenue.

4. POLICY ON INFRASTRUCTURE BROUGHT BY PARTNER

4.1 Some Packages, for example connectED Lite, involve Unconnected managing infrastructure owned by Partner. Such infrastructure brought by Partner will always remain owned by Partner.

4.2 Partner agrees when they purchase Packages that Unconnected will take control of the Infrastructure within Unconnected’s software as part of the service provided, and Partner may relinquish control of the Infrastructure during the Package Period. For example, if Partner transfers a Starlink dish onto the connectED LIte Package, for the duration of the Package Period, only Unconnected staff can access the Starlink portal for that device.

4.3 Should a Package period end or be Terminated in accordance with the terms in Section 3 of The Unconnected Foundation connectED Package Platform as a Service (PaaS) Terms and Conditions, Unconnected will promptly transfer the control of the software of the Infrastructure back to Partner as long as all invoices have been settled.

4.4 Ownership Confirmation. Partner represents and warrants that it is the legal owner of the Infrastructure being transferred to Unconnected and imdemnifies Unconnected for any situation where this is not the case.

4.5 Clear Title. Partner confirms that the Infrastructure being brought to Unconnected is free and clear of any liens, encumbrances, or claims by third parties.

4.6 No Outstanding Debts. Partner represents and warrants that there are no outstanding debts owed to any other party, for example Starlink, related to the Infrastructure and that any and all obligations related to the purchase or prior use of the Infrastructure have been fully settled.

4.7 Partner acknowledges and agrees that any issues relating to warranty, repair, or performance of the Infrastructure are the sole responsibility of the Partner and that the warranty terms related to the Infrastructure are between the Partner and their supplier. Unconnected bears no responsibility for defects or failures of the Infrastructure brought by Partner.

4.8 Partner agrees to remain compliant with its supplier’s terms and conditions, including resolving any outstanding debts or disputes promptly.

4.9 Indemnification. Partner agrees to indemnify, defend, and hold Unconnected, its officers, directors, employees, and agents harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Partner’s ownership or prior use of the Infrastructure;
Any warranty, repair, or performance issues with the Infrastructure;
Any suspension of connectivity services requested by the previous supplier, for example Starlink, due to Partner’s actions or inactions.

Annex 2 – Marketing Guidelines For Working With Unconnected

1.0 Brand Usage Guidelines

1.1 Brand Integrity and Pre-Approval

Brand Integrity: Unconnected places a high value on its brand, which stands for impact and digital equity. It is crucial to maintain this standard in all communications.
Pre-Approval Requirement: Any mention of unconnected.org in press, social media, or any external published material must be pre-approved by unconnected.org. Content for pre-approval should be sent to marketing@unconnected.org.

1.2 Content Focus

Impact Stories: We aim to promote our brand through stories that highlight the impact of our work together. Communications should focus on how connectivity enhances educational opportunities for students.
Project Approval: Ensure that any project highlighted in marketing or communications material has been signed off. Ideally, most communication should occur after installations in the schools to represent the real impact.

1.3 Prohibited Associations

Starlink and SpaceX: Do not use Starlink or SpaceX branding, or mention them in any material or external communication.
Other partner brands: Do not include any other unconnected.org partner or supplier brands except for unconnected.org in your posts. This includes Ubiquity, Mikrotik, USAID, Microsoft etc unless prior approval from unconnected.org has been provided.
Political and Religious Neutrality: unconnected.org remains unpolitical and unreligious. Avoid any associations with political parties, government bodies, or religious organizations.

1.4 Communication Focus

Connectivity for education: The main focus of all communications should be on how the Partner uses Unconnected Packages services to enhance education in the Territory. In addition, you can mention how connectivity extends into the community to create low-cost internet access.

1.5 Organizational Identity

Charity Status: Unconnected should always be mentioned as a charity registered in the UK even if the Package is contracted with another entity. Our public persona will always be lead through the UK charity.
Technology Agnostic: Unconnected is technology-agnostic and works with any type of technology to enable the most affordable services to communities.

2.0 Additional Important Points

2.1 Consistency in Messaging:

Ensure that all communications reflect the values and mission of Unconnected, focusing on digital equity and the positive impact on education.
Visual Identity: Adhere to Unconnected’s visual identity guidelines, including logos, color schemes, and fonts. Any deviations must be pre-approved.
Commercial Mentions: In communication mentioning unconnected.org, no retail or wholesale prices should be included. Communications mentioning Unconnected should never be seen as a sales pitch.
Language and Tone: Use clear, positive, and inclusive language. Avoid jargon or technical language that might be difficult for the general public to understand.
Accuracy of Information: Ensure all information is accurate and up-to-date. Misrepresentation of facts can damage the credibility of Unconnected.
Confidentiality: Respect confidentiality agreements and do not disclose any proprietary or sensitive information.
Cultural Sensitivity: Be culturally sensitive and respectful in all communications. Avoid any content that could be considered offensive or inappropriate.
Feedback and Reporting: Provide regular feedback and reporting to unconnected.org on the outcomes and impacts of the projects being communicated.

By adhering to these guidelines, Partners can effectively collaborate with unconnected.org to bridge the digital divide in the Territory while maintaining the integrity and reputation of our brand. Thank you for your cooperation and commitment to our shared mission.

Annex 3 – Onboarding

The linked document sets out some useful information required including:

support processes
technical information
marketing guidelines

Unconnected may alter this document from time to time.

Annex 4 – Commercial Terms - connectIMPACT Packages (“Package”)

1. INTRODUCTION

The Parties agree to the following commercial arrangements.

2. THE connectIMPACT PACKAGES

2.1 Description. connectIMPACT is a package provided by Unconnected for the specific purposes of catalyzing projects that create a social impact such as education, medical support, disaster and emergency responses, job creation and economic stimulation of underprivileged areas. Unconnected will provide the Infrastructure and internet service plan as listed in offer including the pricing and included features of the Package which can be found at https://unconnected.org/connected-packages.

2.2 connectIMPACT is available to invited members of Unconnected at its sole discretion and may be refused unless Partner can provide evidence of the social impact that the use of the Package will create. Partner will be requested to continue report on the social impact occasionally.

2.3 connectIMPACT Package Term. Each Package will commence upon the first payment for the Package. The Package works on a rolling monthly basis without a contract lock-in period (“Package Term”). Partner will be responsible for the payments during that period.

2.4 Upfront Payment. An upfront payment will be charged and will trigger the obligations of both parties under this Agreement. Further payment will not be charged until the Infrastructure is activated with a connection (“Activation Date”) of the Package. The first month following the Activation Date will be pro-rated and a credit will be applied to Partner for any unused days of the first month in the bill of the second month. Billing period will thereafter then be aligned to the calendar month.

2.5 Prepayment Fee. Incentives to prepay Package fees in advance will be offered in exchange for a larger Upfront Payment. Such payments are herein referred to as Prepayment Fees. Partner will commit to a larger Upfront Payment delaying further billing of the Package until the end of the defined period (“Prepayment Period”), in exchange for an incentive (“Prepayment Incentive”). For example, if Partner prepays for 6 months, there will be no commencement of further bills until the 7th month. In this case the 7th month may be pro-rated from any unused days related to the activation date in the 1st month.

2.6 The amount paid for the Prepayment Fee cannot be pro-rated, refunded, itemised, exchanged for other Packages or unbundled.

2.7 Prepayment Period. Prepayment Fees always relate to a fixed period of time, called the Prepayment Period. The Prepayment Period is a fixed, single block of time commencing from the earlier of the Activation Date or 30 days after the payment of the Prepayment Fee regardless of the Infrastructure delivery dates. For example, if the Prepayment Period offered is 6 months commencing from an order on January 1, the Prepayment Period will commence at the latest by Jan 31, and will be available to the Partner until Jul 31 in one single block of time. For the avoidance of doubt, there is no contractual lock-in for Partner in that period, however the Prepayment Fee cannot be refunded or pro-rated or transferred to another Package should Partner suspend or terminate the service.

2.8 Upon the conclusion of the Prepayment Period, the regular monthly payments for the Package will resume.

2.9 Suspension of Package Term. The connectIMPACT Package can be suspended or ceased by Partner at anytime with the following conditions:

2.9.1 No pro-rating of the final month will be applied. Partner will need to pay until the end of its active billing period.

2.9.2 If Partner wishes to recommence the Package they will do so at the new rates being offered by Unconnected for that Package. That is, the monthly pricing may change.

2.10 Unconnected may change the monthly Package price at any time by providing 30 days notice. The price change will not impact any customers still within their Prepayment Period. Customers are free to terminate their plans at any time if they are not satisfied with the new pricing introduced, noting that no pro-rating of the final month is possible.

2.11 Payments will be invoiced by Unconnected to Partner upfront on a prepaid basis. Payment must be received by the first day of the new month or the internet access may be suspended according to Clause 3.5.5 of the Agreement, until the payment is received.

2.12 Payments are pegged to the United States Dollar. This means that on the date of the order or invoice the Package amounts listed in 2.4 of this Annex 1 are converted to the local currency of the Territory using Unconnected’s retail bank rate of that day. Unconnected will not take a margin from exchange rate conversions.

2.13 Packages can be purchased at anytime and each Package is treated as a new Agreement with its own Package Term independent of any other orders of Package Terms in effect between Unconnected and Partner.

3. POLICY ON THE INFRASTRUCTURE PROVIDED BY UNCONNECTED

3.1 Unconnected may at times provide Infrastructure as Prepayment Incentive as listed in the prevailing offer found at https://unconnected.org/connected-packages.

3.2 Unconnected will gift the Infrastructure to partner and Partner will take ownership title of the Infrastructure upon delivery. Being in control of the Infrastructure commences for the Partner upon delivery.

3.3 Unconnected will replace equipment that arrives faulty. Partner has 30 days to report any faulty product upon arrival.

3.4 Unconnected will provide a warranty for the Starlink equipment whilst a Package Term is live for a maximum of 12 months after the date of the Upfront Payment. The warranty covers repair or replacement of defective hardware components at no additional cost to Partner, provided the defect is not caused by

3.4.1 Improper use, abuse, or neglect of the hardware;

3.4.2 Unauthorized modifications, repairs, or alterations.

3.4.3 Damage caused by external factors such as accidents, power surges, or environmental conditions outside the manufacturer's specifications.

3.4.4 Consumables or parts with a limited lifespan (e.g., batteries, cables, etc.), any software, whether pre-installed or added by Partner or any third-party equipment not provided by Unconnected.

3.4.5 Force majeure events such as natural disasters, fire, war or violent activities.

3.4.6 Theft, or usage by people not within the direct control of Partner.

3.5 The warranty will mirror the warranty provided by Starlink, even if the duration of the warranty differs, which at the time of writing these terms can be found at https://www.starlink.com/legal/documents/DOC-1133-73441-63.

3.6 Warranty Claim Process. In the event of a defect covered by this warranty, Partner must notify Unconnected in writing as soon as the issue is identified. Upon notification, Unconnected will arrange for the repair or replacement of the defective hardware within a reasonable period. Partner must return the defective hardware to the Unconnected if required.

3.7 Unconnected reserves the right to charge Partner penalty fees for the equivalent of its losses, if, upon inspection they find that damage has occurred to equipment that voids the warranty. Penalty fees can be obtained from support@unconnected.org.

3.8 Unconnected will promptly replace Infrastructure that has been lost, stolen or damaged outside of the warranty conditions whilst in the control of the Partner upon receipt of the payment of penalty fee to the equivalent value of the costs of the Infrastructure to be replaced. Those costs can be obtained from support@unconnected.org.

3.9 Unconnected’s liability under this warranty is limited to the repair or replacement of defective hardware. Unconnected shall not be liable for any indirect, incidental, or consequential damages arising from the use of the hardware, including but not limited to loss of data, business interruptions, or loss of revenue.

3.10 Gifted Infrastructure conditions. Where Infrastructure is gifted to Partner, the following conditions apply:

3.10.1 The Infrastructure may not be resold.

3.10.2 The Infrastructure may not be unlocked from the control of Unconnected for 12 months after date of the Upfront Payment. For example, if Unconnected gifts a satellite dish as a Prepayment Incentive, Unconnected will not unlock the dish from its Software for 12 months after the Upfront Payment date. This gift has been provided as tool to create social impact to Partner any other purpose under the conditions of this Agreement.

3.10.3 No pro-rating, or exchange for the value for the Infrastructure is possible.

3.10.4 Each Infrastructure gift relates strictly to one Package on a one to one ratio. That is, a gifted Infrastructure may not be transferred to another Package, even of the same type.

3.10.5 The Infrastructure should be used towards projects that create social impact.

4. POLICY ON INFRASTRUCTURE BROUGHT BY PARTNER

4.1 Partners may bring their own Infrastructure to use with the connectIMPACT Package. For example, Partner may connect their own Starlink dish to the connectIMPACT rate plan. This would involve Unconnected managing Infrastructure owned by Partner. Such Infrastructure brought by Partner will always remains owned by Partner.

4.2 Partner agrees when they purchase Packages that Unconnected will take control of the Infrastructure within Unconnected’s Software as part of the service provided, and Partner will relinquish control of the Infrastructure during the Package Period. For example, if Partner transfers a Starlink dish onto the connectIMPACT Package, for the duration of the Package Period, only Unconnected staff can access the Starlink portal for that dish.

4.3 Should a Package period end or be Terminated in accordance with the terms in Section 3 of this Agreement, Unconnected will promptly transfer the control of the software of the Infrastructure back to Partner, as long as all invoices have been settled.

4.4 Ownership Confirmation. Partner represents and warrants that it is the legal owner of the Infrastructure being transferred to Unconnected and indemnifies Unconnected for any situation where this is not the case.

4.5 Clear Title. Partner confirms that the Infrastructure being brought to Unconnected is free and clear of any liens, encumbrances, or claims by third parties.

4.8 Partner agrees to remain compliant with its supplier’s terms and conditions, including resolving any outstanding debts or disputes promptly.

Partner’s ownership or prior use of the Infrastructure;
Any warranty, repair, or performance issues with the Infrastructure;
Any suspension of connectivity services requested by the previous supplier, for example Starlink, due to Partner’s actions or inactions.

4.10 Warranty claims. Partner remains responsible for warranty claims for their Infrastructure. Unconnected will provide best efforts to support to Partner for this process with Partner’s supplier of the Infrastructure, however in all cases the responsibility of the warranty process remains with Partner.