The Unconnected Foundation connectED Lite Package 

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 “Package Conditions”.  

The Package Conditions are executed on the date of the order.

The Package Conditions are between the between:

(1) Partner, is the company entering their details into the electronic order form;

and;

(2) 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. 

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

WHEREAS 

I. Unconnected is a charity, among other things, of supporting people who lack a connection to the internet by enabling that to be put in place along to address issues of affordability and lack of 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 Philippines, Kenya, Malawi, Nigeria, Colombia or Mexico (“Territory”). 

III. Unconnected will enable Partner with the use of Unconnected’s satellite connectivity for use over the Package period (collectively referred to as “Connectivity”). 

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

  • Starlink satellite connectivity 

  • Starlink software 

  • 2nd level customer support

IV.  Partner will be responsible for supplying their own:

  • Starlink dish, router, cabling and ethernet adapters

  • 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 the local community

  • Regulatory license or dealer license if they are to to resell to the community

  • Legally soundentity 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 and data regarding end user identities, locations and usage must also be shared with Unconnected.

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

VII.  Unconnected take responsibility for monitoring the dish that has been brought by ISP for use with the Connectivity.  ISP acknowledges that the dish will need to be permitted for import into Unconnected’s inventory of dishes for management within the Starlink portal.  At no point however does the dish brought ISP change ownership to Unconnected, the dish always remains the property of ISP.

VIII. Unconnected will provide access 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 their live license upon request.

IX.  Ongoing access to the Connectivity will be subject to Partner continuing to meet its Obligations set forth in these Package Conditions. 

X.  Charges will be billed monthly in advance on a prepaid basis to Partner and failure to make payment will result in immediate termination of access to the Infrastructure.

1. OBLIGATIONS OF THE PARTIES  

1.1 This section establishes the obligations of Unconnected to Partner

1.1.1 Related to Connectivity being provided to Partner: 

1.1.1.1 Unconnected will provision the Connectivity, to a single location per Package 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 Unconnected will operate an email and WhatsApp based support service for second level support queries that may need to involve engineers from the Connectivity 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 these Package Conditions, 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 these Package Conditions.

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 ISP when using this Package and that the Connectivity is provided to Partner for the duration of the Package.  

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 Connectivity at sites pre-agreed with Unconnected.  In the event that Connectivity 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 and acknowledge that the installation quality can affect the performance of the Connectivity.. 

1.2.5 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.

1.2.6 Partner will be 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.

1.2.7 Partner will occasionally help Unconnected to ensure monthly impact reporting.  

1.2.8 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 these Package Conditions, 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. 

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

1.2.9.1 How many users are covered by the Infrastructure?

 1.2.9.2 How many end users have accessed the Infrastructure?

1.2.9.3 If possible, a breakdown of age, gender, job and location of the end users.  

1.2.9.4 The types of internet packages sold to the end users

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

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

1.2.12 Partner understands that the Package is a relationship 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.

1.2.13 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 the Package Conditions. 

1.2.14 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. 

1.2.15 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.  

1.2.16 Partner will not combine the Connectivity 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. 

1.2.17  Partner is strictly prohibited from (i) Using Connectivity, 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. 

1.2.18  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 these Package Conditions 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.  

2.3 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).

3. TERM, TERMINATION AND SUSPENSIONS 

3.1 These Package Conditions 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 these Package Conditions, immediate termination by either Party can be triggered 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 proof that 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 these Package Conditions.

3.3.8  If, after 90 days, Connectivity has remained in a suspended state according to Section 3.5 of these Package Conditions.

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. 

3.4.5  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.

3.5 Without prejudice to either Parties’ rights and remedies under these Package Conditions, Suspension of the Obligations of these Package Conditions can be triggered: 

3.5.1 If the other Party has failed to deliver its Obligations under these Package Conditions.

 after 14 days notice by email or in writing that they are in breach of their Obligations. 

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

3.5.3  Immediately, if, Unconnected suspends Connectivity 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 these Package Conditions.

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.

3.5.8 Unconnected or its supplier or stakeholders reason to believe that fraud is occurring but only as a preventative measure to prevent fraud proliferating.

3.6 Suspension of Obligations shall have the following effects:

3.6.1  Unconnected may remotely trigger the prevention of use of the Connectivity, 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 these Package Conditions.

3.6.3  In accordance with 3.4.8 of these Package Conditions, 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 Connectivity 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:

3.7.1 Unconnected may change or discontinue Packages or Connectivity in these Package Conditions, as well as specifications from time-to-time. Unconnected will provide at least a 30-day notice prior to making any material changes to these Package Conditions.  Subject to Partner’s rights under these Package Conditions, by continuing to use and/or resell the Connectivity after the notice period will be deemed as agreement to the changes.  Partner is responsible for incorporating the terms of this Section 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 these Package Conditions shall remain vested in the Party originating or which has acquired the same. Unless agreed otherwise in writing, nothing in these Package Conditions 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 these Package Conditions. and as well as the content of these Package Conditions shall be treated as confidential (the “Confidential Information”) and not to be used for any other purpose than for the purpose set out in these Package Conditions.

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 these Package Conditions. (the “Authorized Person”). The Parties shall require that each such Authorized Person shall agree to comply with the confidentiality provisions contained in these Package Conditions 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 these Package Conditions..  The Parties may also disclose Confidential Information to genuine potential investors in the Party.

5.6 For the purposes of these Package Condition  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 these Package Conditions;

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 these Package Conditions 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 these Package Conditions. 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 these Package Conditions 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 and 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 

7.1 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 these Package Conditions for 2 years. 

8. ENTIRE AGREEMENT AND DOCUMENT PRIORITY

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

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 Package Conditions document.  If there is any contradiction between the annexes, the newest Annex will take precedence.

  2. The main body of this Package Conditions document.

  3. A Partnership Agreement if the Parties have signed one.

  4. Other written documentation.

9. NO AMENDMENT 

9.1 No amendment or variation to these Package Conditions shall be effective except by a written  instrument signed by duly authorized representatives of each of the Parties. 

10. NO PARTNERSHIP AND JOINT VENTURE 

10.1 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 

11.1 If any term, part or provisions of these Package Conditions 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 these Package Conditions is thereby  frustrated. This shall apply, mutatis mutandis, to any involuntary gap. 

12. NOTICES 

12.1 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, as long as it is addressed to the Parties listed contacts as follows, or to such other address as either Party shall designate by proper notice:  

13. GOVERNING LAW AND JURISDICTION 

13.1  These Package Conditions shall be solely be governed in accordance with the laws and the courts of  England & Wales.  

14. LIMITATION OF LIABILITY  

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

14.2 Notwithstanding anything contained in these Package Conditions  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 these Package Conditions. 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 these Package Conditions arising out of, under, or otherwise related to these Package Conditions (including any  liability, damages, losses or claim arising from tort, contract, representation or  warranty, indemnity, negligence or otherwise) – shall in no circumstances, exceed, in the 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 these Package Conditions  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 Partner agrees that use of the Connectivity, is at their sole risk. Connectivity is not suited for or intended as a mission critical or as a 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 these Package Conditions: 

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 these Package Conditions is to be executed, and from. 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. 

17. CRIMINALITY CHECKS AND VULNERABLE PEOPLE POLICY 

17.1  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 Lite 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-packages.

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 these Package Conditions, 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 triggering a new Package and new Package Conditions. with its own Package Term independent of any other orders of Package 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 these Package Conditions will continue.

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

2.9  For all Packages, Unconnected verifies that it has the legal permissions in place from its Connectivity 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-packages.
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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.

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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.