The Unconnected Foundation connectED Packages

Platform as a Service (PaaS) 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.

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.

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

II. 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”). 

III. Unconnected will provide the Partner with access to Unconnected’s networking equipment, satellite 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 

  • Mounts 

  • 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

IV. 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

V. 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.  Unconnected must be granted access to communicate directly with the education providers and civic locations.  data regarding end user identities, locations, and usage must also be shared with Unconnected.

VI.  Infrastructure provided will ALWAYS remain owned by Unconnected.  The connection to the internet from the Infrastructure provided by Unconnected as well as the Software will always remain owned by Unconnected.  

VII. 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 Packages period.  Failure to uphold the relevant license will give cause to immediate termination for cause.  Partner agrees to promptly provide Unconnected a copy of the applicable license upon request of Unconnected.

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

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

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 and Partner will jointly agree the educational activities to connect; 

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

1.1.1.4 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..  

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

1.1.1.6 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. 

1.1.1.7 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 acknowledges that the Starlink equipment always remains the property of Unconnected and that the Starlink equipment is provided to Partner for the duration of the Package.  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 educational activity per Package. The Parties may on occasion agree in advance to connect another civic location in replacement of an educational activity per Package.

1.2.7 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. 

1.2.8 Partner will occasionally help Unconnected to ensure monthly impact reporting.  This will be achieved by ensuring accurate data within the use of the Software, or in the event that Unconnected’s Software provided within the package isn’t used by Partner, then Partner will grant access to their own user management software to Unconnected to achieve the same impact reporting results. 

1.2.9 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. 

1.2.10 Partner will make best efforts to provide a simple quarterly impact report to support@unconnected.org email stating: 

1.2.10.1 How many users are covered by the Infrastructure?

 1.2.10.2 How many end users have accessed the Infrastructure?

1.2.10.3 if possible, a breakdown of age, gender, job and location of the end users.  

1.2.10.4 The types of internet packages sold to the end users

1.2.11 Partner agrees to build and offer community internet at a fair and reasonable price in its local community.

1.2.12 Partner will promote Unconnected’s brand name and upon request Unconnected’s sponsors brand names on the splash pages, registration pages, web pages and end user app or other portal if using the Software provided by Unconnected.

1.2.13 Partner understands that replacements of Infrastructure that has 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.

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

1.2.15 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.

1.2.16 Partner will maintain up to date records of the exact locations of the Infrastructure including precise GPS coordinates of the location and promptly provide this information if requested. 

1.2.17 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.

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

1.2.19 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. 

1.2.20 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.  

1.2.21 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.

1.2.22 Partner will not combine the Infrastructure with any of its own equipment or software that is sourced from non US government endorsed suppliers, such as suppliers from China, Russia, Iran or other sanctioned countries. 

1.2.23  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. 

1.2.24 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).

1.2.25 Service Terms. Partner will be responsible for contracting, invoicing, collecting payments, taxes and providing technical and customer support to its customers and end users. You agree to incorporate into any agreement with your customer 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 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 Parties’ 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 except when termination is due to the fault of unconnected. 

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 born 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 Parties’ 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 in Annex 1 or Section 2 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.

3.7 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:

  1. The Annexes of this agreement. If there is any contradiction between the annexes, the newest Annex will take precedence.

  2. The Agreement

  3. Other written documentation

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 AND TAX EVASION  

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.


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

1. INTRODUCTION 

The Parties agree to the following commercial arrangements. These terms establish a payment program for the Package to build community internet services.

2. THE PACKAGES

2.1 Each package will have a 12-month period (referred to from herein as the “Package Term”).  Partner will be responsible for the payments during that period.

2.2 The pricing and included features of the package can be found at https://unconnected.org/connected-package-philippines.

2.3 The Package Term will commence from the date the first payment is received from Partner.

2.4 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 is suspended according to Clause 3.5.5 of the Agreement, until the payment is received.  

2.5 Bulk prepayment from Partner to build a balance can be arranged and Unconnected will advise monthly of the drawdown of the balance.

2.6 Payments are pegged to the United States Dollar. This means that on the date of the invoice the Package amounts listed in 2.2 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 anytime, and each Package is treated as 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 anytime by giving 30 days written notice.

2.8.5 Any warranty terms from Starlink 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.

2.10 Unconnected will provide the Infrastructure and internet service plan as listed in Offer at https://unconnected.org/connected-package-philippines.

3. POLICY ON REPLACEMENT OF INFRASTRUCTURE 

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 the member, 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 the member 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, the member 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. The member 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.


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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.