Last Updated Date: November 16, 2021
This document contains important information regarding the non-governmental organization you represent (referred to as “NGO”, "you" or "yours" as the context may require) rights and obligations, as well as conditions, limitations, and exclusions that might apply to NGO. Please read it carefully. All consents and declarations made by you in this document will be binding on NGO, unless the context shows that they apply to you in person.
These terms require the use of arbitration to resolve disputes, rather than jury trials.
By placing an order for technology products or services (collectively, “Services”) from this website, you, as a person representing NGO, affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that you are placing an order on behalf of NGO and that you have the legal authority to bind NGO to these terms. Please note that if you are ordering specific kinds of Services (for example, email migration services) the additional terms and conditions in the relevant Appendix to these terms will also apply to you.
Services may be used only by legal persons and organizational units that are not legal persons, provided they have legal capacity.
You may not order Services if: (i) you do not agree to these terms; (ii) the person representing you is not at least 18 years of age; or (iii) are prohibited from using this website or any products or services by applicable law.
- Agreement to Terms. These terms and conditions (these "Terms") apply to the purchase and sale of Services through one of the following sites (the "Site"):
These Terms are subject to change by TechSoup Asia-Pacific (referred to as “Organization”, "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion, especially in the case of:
- changes of the law by authorized state authorities or the judgments that have or may have an impact on the rights and obligations of the parties, or those that affect or may affect the way the service is provided, or regulations or court rulings imposing specific obligations or granting specific rights to the parties, or imposing certain obligations on third parties or tax regulations or any other regulations imposing new taxes, fees or changing the manner of their fulfillment;
- changes to the technical conditions for the provision of Services, including those related to technical or technological progress;
- changes to the terms of service of third-party suppliers;
- changes in the principles of Internet communication, caused by technological progress or a decision of the authorities, or changes in the organizational principles of the Internet; and
- organizational or legal transformations of Organization, including those which result in no legal succession.
The personal data processing agreement (hereinafter “Personal Data Processing Agreement”) regarding personal data entrusted for processing by NGO acting as data controller and Organization acting as data processor is an integral part of the Terms.
- Right to Access and Modify Your Computer Systems. You hereby give Organization, through one or more of its employees, agents, affiliates, or third-party service providers, the right to:
- remotely access your computer systems, computers, software, network devices, servers, phones, tablets, devices, peripherals, an/or any other hardware, systems, or devices (collectively, “Computer Systems”) covered by the Services;
- remotely access the Microsoft Portal, any hosting account provider, or any other service providers needed to perform the Services, including but not limited to the right to act as your agent for purposes of registering your organization and delivering the Services;
- open, view, modify, edit, delete, or otherwise manipulate your computer software, applications, data, and data storage media including, without limitation, the computer operating system, word processing, spreadsheets, databases, workflow, graphics, audio, video, system drivers and libraries, and any other type of software or data that may be contained on your Computer Systems covered by the Services; and
- download and/or install software or other products on your Computer Systems covered by the Services, including without limitation, memory chips, processor chips, cooling fans, batteries, hard drives, tape drives, storage devices, modem and communication devices, audio and video cards, network interface cards, hubs, routers, switches, printers, scanners, cables, and any other hardware which Organization may elect to install.
- Privacy and Security.
- Personal data of a person representing the NGO.
- You, as a representative of NGO, have the right to: (i) access to your personal data; (ii) modify your personal data; (iii) delete your personal data; (iv) restrict processing of personal data; and (v) transfer your personal data. You, as the representative of NGO, have the right to object to the processing of your personal data at any time. Organization reserves all the rights resulting from applicable legal regulations or pending court proceedings. Organization declares that the personal data provided by you, as a representative of NGO, will be processed only for the purpose of the implementation of the Service and provision of electronic services by Organization. Providing personal data is voluntary, but necessary for order, implementation and use of the Service.
- In order to provide certain Services to NGO, we might have to transfer your personal data to Organization’s partners in order to fulfill the Service. We may refuse to delete your personal data if: (i) their retention is necessary due to the NGO’s arrears in payments towards us, in particular, the failure to pay any fee; or (ii) it is necessary for the correct pursuit of claims by us resulting from the violation of the Terms, this agreement or generally applicable law. We store your personal data in cases provided for in the law.
- We declare that we have implemented the necessary technical and organizational measures to secure your personal data in accordance with the law. According to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation (hereinafter, “GDPR”), your personal data is processed only in countries that are part of the European Economic Area. Your personal data may be sent to third-party entities only when they meet the requirements of the GDPR.
- Personal data entrusted for processing by NGO. The Personal Data Processing Agreement regarding personal data entrusted for processing by NGO acting as data controller and Organization acting as data processor, in connection with the provision of the Services is an integral part of the Terms.
- Account Security. In order to begin using the Service you are obliged to create an account via the registration form. Successful submission of the registration form to us is a confirmation of acceptance of the Terms. You are responsible to keep your password(s) secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your accounts. Organization may request temporary use of your password(s) and may retain your password(s) in a secure electronic file related to your account to facilitate provision of the Services. If Organization determines that a security breach or suspected fraudulent activity has occurred or is likely to occur with your account, Organization may suspend your account until the applicable activity has been verified. You acknowledge that you are responsible for updating your passwords when notified by Organization. You agree that Organization shall not be responsible or liable for any loss or damage resulting from your failure to update your password upon notification from Organization.
- Personal data of a person representing the NGO.
- Your Representations. You represent and/or agree to the following:
- You are the authorized representative of an eligible organization, as defined by Organization’s eligibility guidelines. We may require documents as proof of your organization’s legal status, bearing your name and address, as well as other documents to substantiate your authorization to act on behalf of your organization. The information you provide to Organization will be reviewed by Organization to ensure your organization’s eligibility.
- You represent that the login and password generated for you will be used only by you and you will ensure protection of access to the Services against unauthorized persons. We are not liable for any damage resulting from your failure to implement and maintain protection and security measures of access to the Services by unauthorized persons. You declare that you have implemented technical and organizational measures to protect access to the Services, including but not limited to the use of anti-virus software or firewalls.
- Unless otherwise stated, you are not allowed to transfer, trade, give away, or resell Services to separate legal entities or individuals. Additionally, software may not be installed on computers that will be given or sold to other organizations or individuals, even as part of a charitable program. You are not allowed to use any products for raffles, as door prizes, individual awards or any other fundraising activities. Your use of any products will be related to your tax-exempt purpose.
- For purposes of these Terms, “Services” means any services that you may purchase or receive from Organization, from time to time, including without limitation those Services identified on documentation provided by Organization in connection with such purchase. You hereby acknowledge and agree that the Services provided to you by Organization will only cover the users and Computer Systems specifically registered with or otherwise authorized by Organization for use in connection with the Services, and that Organization may discontinue any of the Services from time to time in its sole discretion. If Organization’s performance of its obligations under these Terms is prevented or delayed by any act or omission of you or your agents, subcontractors, consultants or employees, Organization shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.
- You and your organization’s personnel, agents and representatives agree that you do not and will not knowingly (i) assist in, (ii) sponsor or provide financial, material, or technology support for, or (iii) provide financial or other services to or in support of any acts of terrorism or any individuals or groups conducting terrorist activities. You will (i) take commercially reasonable measures and (ii) follow relevant procedures to avoid any such assistance or provision of material support or services for acts of terrorism or to individuals and/or organizations conducting terrorist activities.
- The products, services, and any related technical data or underlying information (collectively, the “Controlled Technology”) are subject to the export and import laws of the United States and other countries. You agree to comply with all export and import laws and regulations, including the U.S. Export Administration Act and its associated regulations. None of the Controlled Technology may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any other country subject to U.S. sanctions applicable to the export or re-export of goods; or (b) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons List, or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or Nonproliferation Sanctions List. By accessing, using or receiving the Controlled Technology, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you acknowledge you are responsible to obtain any necessary U.S. government authorization to ensure compliance with U.S. law.
- Organization is an equal opportunity organization and will not allow discrimination based upon age, ethnicity, ancestry, gender, national origin, disability, race, size, religion, sexual orientation, socioeconomic background, or any other status prohibited by applicable law. The NGO must be willing and able to attest that they do not discriminate on any of the above grounds in order to receive resources from Organization. External evidence, such as negative publicity or social media, that reveals such discrimination, hate speech, or disrespectful or bullying behavior, as determined by Organization in its sole discretion, may be taken into consideration. Organization reserves the right to refuse service to anyone for any reason at any time. The NGO will also be subject to eligibility requirements from donors and other corporate partners who may require agreement to their own anti-discrimination policies.
- Prices and Payment Terms.
- All prices on the Site are for informative purposes only and they do not constitute an offer. You agree that your order is an offer to buy, under these Terms, all Services listed in your order. All orders must be accepted by us or we will not be obligated to sell the Services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
- All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a Service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. It is possible that a Service will not have an advertised price, in which case we will provide you with a quote in writing (for these Services, we may also execute an additional contract). The price charged will be clearly stated in your order confirmation email, quote, or contract. Price increases on cloud licenses will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
- You will pay all fees related to your order. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order (“Initial Payment”) or before we renew an order (“Renewal Payment”). For subscription-based Services (e.g., Services requiring payment of monthly fees), we will submit periodic charges without obtaining any further authorization from you, until you provide notice that you have terminated this authorization or would like to change your payment method. You will receive an invoice and payment confirmation on your anniversary date (for avoidance of doubt, your anniversary date is the same calendar date of initial execution). If you select an alternative payment method, the Renewal Payment will be due on your anniversary date every month. If the Renewal Payment can’t be processed with the credit card on file and/or we do not receive the Renewal Payment, you will have three (3) calendar days to bring the payment current before your subscriptions are to be interrupted. We, in our sole discretion, can terminate your order and/or subscription if you fail to make payment (Initial or Renewal) as required. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
- Unless stated otherwise, Services are non-returnable and payments for Services are non-refundable. If Services are designated as returnable and/or refundable, we will accept a return of the products for a refund of your purchase price, provided such return is made within thirty (30) days of delivery with valid proof of purchase and provided such products are returned in their original condition. Refunds are processed within thirty (30) days of our receipt of your refund request and all requisite information noted above. Your refund will be credited back to the same payment method used to make the original purchase on the Site.
- Additional Service Terms. You agree to/that:
- cooperate with Organization in all matters relating to the Services and appoint an employee to serve as the primary contact with respect to the Services and who will have the authority to act on your behalf with respect to matters pertaining to the Services;
- respond promptly to any Organization or Organization’s subcontractor’s request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Organization to perform the Services, ensuring that all information is complete and accurate;
- your infrastructure is capable of supporting the Services, including but not limited to up-to-date software, adequate available resources on desktops, adequate functionality on mail-integrated systems, adequate internet bandwidth, and valid credentials to access resources. You are wholly responsible for purchasing and maintaining physical hardware including servers, networking equipment, external hard drives, and network attached storage devices even when said hardware was provided by Organization for the express purpose of supporting the Services;
- all users at your organization are familiar with basic operations on a computer and with standard productivity software, and you have at least one user who has the necessary skills to perform basic password reset and similar administrative functions (Organization will provide training as needed);
- Organization is not responsible for backup or restore of data outside of the specific migration described in any Services;
- any deliverables will be reviewed for acceptance within five (5) business days of submission; and
- unless already specified, all Services, including support for local devices, only apply to services running Windows 7 and Office 2010 or newer for PC, or Mac OS 10.6 and Office 2011 for Mac. Only Windows Server 2008R2 and newer servers (no Mac servers) are supported. All physical servers must have a current warranty with the manufacturer. Unwarranted servers will be subject to standard hourly fees in the event of failure/recovery.
- NGO’s complaint regarding non-performance or improper performance of the Service should be sent by registered mail to the address for correspondence of Organization.
- Complaints must be submitted in writing and contain the following: (i) NGO’s data or NGO’s registry data; (ii) date of complaint; (iii) date and type of Service provided; (iv) description of the problem with grounds of submission of complaint and the date the problem occurred; and (v) the expected way of solving the problem by Organization. A properly submitted complaint will be considered by Organization within 14 (fourteen) working days from the date of submission. In the event that the complaint submitted by NGO will require additional explanations from NGO, the 14-day response period is counted from the day of receipt of the final information required by Organization. Complaints that do not contain the required data will not be considered. Before taking any legal action, NGO is obligated to complete the complaint procedure described above.
- Disclaimer of Warranties.
- We do not manufacture or control any of the products offered on our Site. Accordingly, we do not provide any warranties with respect to the products offered on our Site.
- ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW OR OTHERWISE.
- SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
- Limitation of Liability.
- IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
- OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction. Unless otherwise explicitly stated in these Terms, all matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of Philippines.
- Binding Arbitration.
- ANY CLAIM OR DISPUTE BETWEEN YOU AND ORGANIZATION ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND WILL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OF ANY OTHER PARTY.
- The arbitration will be administered by JAMS under its International Arbitration Rules and Procedures. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. You consent to the arbitration being conducted in the English language and in Hong Kong. Each party will bear its own costs incurred in such arbitration proceeding.
- If any provision of these arbitration terms is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Organization.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide; or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
- To Us. To give us notice under these Terms, you must contact us by personal delivery, courier service or registered or certified mail to Duke of Windsor Social Service Building, 11/F, 15 Hennessy Road, Wan Chai, Hong Kong. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by courier service, registered or certified mail will be effective five (5) business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Appendix 1 – Email Migration Terms and Conditions
- Agreement to Email Migration Terms. These Email Migration Terms and Conditions (the "EM Terms") apply to the purchase and sale of the email migration services offered by Organization. By placing an order for email migration services, you affirm that you place an order on behalf of an organization that you have the legal authority to bind to these EM Terms. Except as expressly provided in these EM Terms, all of the terms and provisions of the Terms are and will remain in full force and effect. Without limiting the generality of the foregoing, the EM Terms will not be construed as an amendment to or waiver of any other provision of the Terms.
- Organization Obligations. Organization shall:
- provide email migration services as described in more detail in the Statement of Work below and in accordance with the general Terms for Microsoft Products and Technology Services.
- appoint an Organization employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Organization in connection with matter pertaining to this Agreement (the "Organization Contract Manager");
- comply with all rules, regulations and policies of NGO that are communicated to Organization in writing, including security procedures concerning systems and data and remote access thereto, building security procedures; and
- maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Organization in providing the Services.
- NGO Obligations. NGO shall:
- cooperate with Organization or its subcontractors in all matters relating to the Services and appoint and, in its reasonable discretion, replace a NGO’s employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of NGO’s with respect to matters pertaining to this Agreement (the "NGO Contract Manager");
- respond promptly to any Organization’s or its subcontractor’s request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Organization or its subcontractors to perform Services in accordance with the requirements of this Agreement;
- provide such NGO’s information as Organization or its subcontractors may request in order to carry out the Services in a timely manner and ensure that it is complete and accurate in all material respects.
- ensure its infrastructure is capable of supporting the Services including, but not limited to, up-to-date software, adequate available resources on desktops, adequate functionality on mail-integrated systems, adequate internet bandwidth, and valid credentials to access resources.
- be wholly responsible for purchasing and maintaining physical hardware including servers, networking equipment, external hard drives, and network attached storage devices even when said hardware was provided by Organization or its subcontractors for the express purpose of supporting the Services.
- pay other third-party vendors directly for all services rendered and products supplied. Those third-party vendors will supply NGO with their own agreements, and they may change fees at any time, resulting in changes to NGO’s monthly cost.
- Delay in Performance. If Organization's or its subcontractors performance of its obligations under this Agreement is prevented or delayed by any act or omission of NGO or its agents, subcontractors, consultants or employees outside of NGO’s reasonable control, Organization or its subcontractors shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by NGO, in each case, to the extent arising directly or indirectly from such prevention or delay.
Statement of Work