IMPORTANT – PLEASE READ
Access to and use of the DISHA Platform and the Services are governed by the Platform Agreement between your Organization and UNOPS, which includes the DISHA General Terms and Conditions outlined below. By accessing or using the DISHA Platform or the Services, in whole or in part, you acknowledge that you have read and agree to comply with and be bound by these DISHA General Terms and Conditions. If you do not agree to these terms, you are prohibited from accessing or using any part of the DISHA Platform or the Services
- Definitions
- For the purpose of these DISHA General Terms and Conditions, the capitalized terms shall have the meaning set forth herein:
- Agreement means the agreement between the Organization and UNOPS for the provision of the Services, which incorporates these DISHA General Terms and Conditions and the Services Description;
- Authorized Users means only the employees and personnel employed by the Organization and who are authorized by UNOPS to access the Services;
- Data Breach means a breach of security leading to the accidental or unlawful alteration, duplication, destruction, loss, or unauthorized or improper disclosure of, or access to DISHA Content or Organization Data;
- DISHA means the Data Insights for Social & Humanitarian Action initiative led by UN Global Pulse, a UN project managed by UNOPS, that brings together UN agencies and private, public, and social sector partners that aims to accelerate ethical and responsible access to data and artificial intelligence solutions to unlock social impact at scale;
- DISHA Content means any data or information, in whatever form, made available to the Organization via the DISHA Platform as part of the Services;
- DISHA General Terms and Conditions means the information and obligations comprised herein;
- DISHA Platform means the software solution used by UNOPS to provide DISHA Content, access of which forms part of the Services;
- Organization means the entity that is a Party to the Agreement with UNOPS, and represents the user group utilizing the DISHA Platform and the Services.
- Organization Data shall have the meaning set out in Article 8.1 of these DISHA General Terms and Conditions;
- Personal Data, means any information, in any form, that relates to an identified or identifiable natural person;
- Purpose shall have the meaning set out in Article 2.2 of these DISHA General Terms and Conditions;
- Services means the services, including access and use of the DISHA Platform and DISHA Content, provided by UNOPS to the Organization, as described in the Services Description;
- Third Party Materials shall have the meaning set out in Article 6.1 of these DISHA General Terms and Conditions;
- UNOPS means the United Nations Office for Project Services, a Party to the Agreement, which is responsible for administering the DISHA Platform and providing the Services;
- For the purpose of these DISHA General Terms and Conditions, the capitalized terms shall have the meaning set forth herein:
- Services
- These DISHA General Terms and Conditions set out the conditions under which the Organization and its Authorized Users may access and use the Services. They form an integral part of the Agreement between UNOPS and the Organization.
- The Organization acknowledges and agrees that the Services may only be accessed and used for non-commercial purposes in the context of humanitarian and development efforts, including disaster response and humanitarian aid (the “Purpose”).
- The Services to be provided by UNOPS to the Organization are described in the Services Description attached to the Agreement.
- Extension of the Services to additional DISHA Content or services is at UNOPS’s entire and sole discretion, and subject to a written amendment of the Services Description in accordance with Article 15.1 of the DISHA General Terms and Conditions.
- While UNOPS shall make reasonable endeavors to ensure access by the Organization to the Services, UNOPS shall have no obligation to provide technical support to the Organization as regards its access and use of the Services.
- The Organization acknowledges that UNOPS may carry out routine or emergency maintenance of the DISHA Platform, from time to time, and that access to the Services may be temporarily suspended while such maintenance is being carried out.
- Pro Bono Nature of the Agreement
- The Services are provided to the Organization on a pro bono basis under the terms of this Agreement. UNOPS reserves the right to introduce a fee structure for the Services upon prior written notice to the Organization, subject to mutual agreement and, where applicable, an amendment to this Agreement.
- Notwithstanding the preceding, the Organization acknowledges and agrees that the Services are provided via remote Internet access and do not include provision by UNOPS of any Internet services or hardware systems. The Organization shall be solely responsible for procuring and maintaining, at its own costs and expenses, any and all appropriate IT equipment and network connections needed to access and use the Services under the Agreement.
- License and Restrictions
- Subject to the terms of the Agreement, UNOPS hereby grants the Organization and its Authorized Users a non-exclusive, revocable, non-transferable, license to access and use the DISHA Platform and DISHA Content solely for the Purpose and as specified in the Services Description.
- The Organization and its Authorized Users shall not, nor shall permit others to:
- reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the DISHA Platform or DISHA Content or any portion thereof;
- copy, modify, or create derivative works from of the DISHA Platform or DISHA Content;
- cause to introduce any virus, malware, malicious code, or other disruptive programme in or through the DISHA Platform or DISHA Content, nor interfere with, disrupt, or otherwise compromise the integrity, performance, or availability of the DISHA Platform or DISHA Content in any way;
- circumvent any protection measures intended to restrict or prevent unauthorized access to the DISHA Platform or DISHA Content;
- provide any third party access to the DISHA Platform, or DISHA Content or distribute DISHA Content to any third party, unless as permitted in the Agreement;
- employ automated scripts to collect, scrape, or otherwise programmatically extract DISHA Content or any other information from the DISHA Platform;
- use the DISHA Platform or DISHA Content for any illegal or improper purposes, including to upload, store, or transmit content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise considered by UNOPS in its absolute discretion to be objectionable; or otherwise
- use the DISHA Platform or DISHA Content in any other way that is not authorized by UNOPS or is in breach of the Agreement.
- Violation of the restrictions in Article 4.2 above may result in suspension or termination of access to the Services, and/or other remedies as deemed appropriate by UNOPS, including potential indemnification obligations.
- Authorized Users
- The Organization may access and use the Services for the number of Authorized Users specified in the Services Description and shall ensure that their access and use of the Services is limited to a need-to-know and need-to-access basis. The Organization may make a written request (email will suffice) to UNOPS to increase its number of Authorized Users, which UNOPS, at its sole discretion, may approve or reject by written response.
- The Organization shall ensure that its Authorized Users keep their usernames and passwords secure and confidential and do not share, display, or disclose them to any other party. In accordance with Article 7.2(c) of these DISHA General Terms and Conditions, the Organization shall immediately notify UNOPS upon its knowledge or belief that a username and password is being or has been used by an unauthorized user or is otherwise compromised. UNOPS reserves the right to disable any Authorized User’s username and password at any time without notice where it has reason to believe that they have been compromised or are being used by any person or organization other than an Authorized User, or where otherwise necessary to preserve the integrity of the DISHA Platform. In the event that an Authorized User leaves the employment or engagement of the Organization, the Organization shall immediately inform UNOPS thereof so that UNOPS may disable such individual’s username and password.
- The Organization shall ensure that its Authorized Users comply with the terms of this Agreement and shall be responsible for all acts and omissions of its Authorized Users. The Organization shall immediately notify UNOPS upon its knowledge or belief that an Authorized User is accessing or using the Services in breach of the Agreement to enable UNOPS to take proper action. UNOPS reserves the right to suspend or terminate an Authorized User’s access to the Services if it reasonably believes that such Authorized User is in breach of the Agreement or is otherwise misusing or abusing the DISHA Platform or DISHA Content.
- An Authorized User’s account may be temporarily disabled if they have been unused for a period of at least one (1) year, subject to UNOPS providing the relevant Authorized User with reasonable advance notice. Provided the approval conditions for account creation are still met, UNOPS may reactivate the credentials upon request from the Organization or Authorized User.
- Third Party Materials
- The Organization acknowledges that the Services may incorporate third party materials, from time to time, including data, software, model, etc. (“Third Party Materials”). These Third Party Materials may only be used in conjunction with the Services and may be subject to special terms and conditions, which will be set out in the Agreement or any additional annex as relevant. The Organization shall comply with any such special terms and conditions whenever using the Services incorporating such Third Party Materials. UNOPS cannot and does not guarantee that the Services will incorporate or continue to incorporate any particular Third Party Materials at any time.
- DISHA Content
- The Parties acknowledge that DISHA Content made available to the Organization consists of aggregated or disaggregated data-driven insights, which do not include any Personal Data. The Organization hereby undertakes that it shall not, nor permit any others to, make any attempts to identify or re-identify individuals from DISHA Content. Any extension of the Services to include Personal Data as part of DISHA Content shall be subject to execution of a separate personal data sharing or data processing agreement, as appropriate, between the Parties, in accordance with applicable laws and regulations, including data protection and privacy laws.
- With regard to DISHA Content, the Organization shall:
- keep any DISHA Content secure and confidential, and implement and maintain appropriate administrative, physical, technical, and organizational safeguards, consistent with industry standards, to protect the security, confidentiality, and integrity of DISHA Content, including as regards the security and confidentiality of usernames and passwords as set out under Article 5.2 of these DISHA General Terms and Conditions;
- ensure that access to DISHA Content is restricted on a need-to-know and need-to-access basis, and that its employees and personnel authorized to access or use DISHA Content, including its Authorized Users, are bound by appropriate confidentiality obligations;
- notify UNOPS without undue delay of any Data Breach affecting DISHA Content, providing UNOPS with sufficient information to allow UNOPS to conduct an assessment of the impact of the breach and report or inform appropriate parties thereof consistent with UNOPS’ regulations and rules; cooperate with UNOPS in the investigation, mitigation and remediation of each such Data Breach;
- promptly delete and procure the deletion of all copies of DISHA Content in its control or possession, and provide substantiating evidence of such deletion upon request by UNOPS.
- Any reports, documents or information products based on or resulting from DISHA Content shall, in consultation with UNOPS to ensure compliance with Articles 11 and 12 below, include an attribution acknowledging the use of DISHA Content as part of the decision-making process.
- Organization Data
- UNOPS may, from time to time, enable the Organization to share or upload certain data, excluding any Personal Data, onto the DISHA Platform to use and analyze as part of the Services (“Organization Data”). The type of Organization Data and the nature and purpose of processing are described in the Services Description.
- The Organization hereby represents and warrants that:
- the Organization Data does not include any Personal Data;
- it complies with all applicable laws and regulations in collecting and processing the Organization Data;
- it has all rights necessary to share the Organization Data with UNOPS for the uses contemplated in this Agreement, and the latter will not infringe or violate any third party rights or obligations owed to any third party; and
- except as otherwise set forth in this Agreement, there are no requirements imposed upon UNOPS by the Organization’s data sources relating to the use of the Organization Data.
- With regard to Organization Data, UNOPS shall:
- process Organization Data solely and exclusively for the performance of, and for purposes specified in, or pursuant to, this Agreement;
- keep the Organization Data secure and confidential; and implement and maintain appropriate administrative, physical, technical, and organizational safeguards, consistent with industry standards, to protect the security, confidentiality, and integrity of Organization Data;
- ensure that access to Organization Data is restricted on a need-to-know and need-to-access basis and that persons authorized to access or process Organization Data, including its personnel, agents, contractors or subcontractors, are bound by appropriate confidentiality obligations;
- notify the Organization without undue delay of any Data Breach affecting the Organization Data, providing the Organization with sufficient information to allow the Organization to conduct an assessment of impact of the breach and report or inform appropriate parties thereof, as applicable, and cooperate with the Organization in the investigation, mitigation and remediation of each such Data Breach; and
- promptly delete and procure the deletion of all copies of Organization Data in its control or possession, and provide substantiating evidence of such deletion upon request by the Organization.
- Personal Data Protection and Privacy
- From time to time, UNOPS may collect certain Personal Data about Authorized Users as part of the provision of the Services, including but not limited to, account details, usage data, and user feedback. The collection and processing of such Personal Data by UNOPS are carried out in accordance with applicable UNOPS rules and regulations, and described in the DISHA Privacy Policy available on the DISHA Platform, as amended from time to time.
- Intellectual Property
- The Organization acknowledges and agrees that UNOPS and/or its licensors own all intellectual property rights, including but not limited to patents, copyrights, designs and trademarks, in and to the DISHA Platform, DISHA Content, and/or Third Party Materials. Except as expressly stated herein, this Agreement does not grant the Organization any rights to, or in, any intellectual property rights in respect of the DISHA Platform, DISHA Content, and/or Third Party Materials.
- The Organization may, from time to time, provide UNOPS with comments, suggestions, or feedback about the DISHA Platform, DISHA Content, or the Services. The Organization hereby grants UNOPS a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any such comments, suggestions, or feedback into the DISHA Platform, DISHA Content, or the Services.
- Confidentiality
- Information and data that is considered proprietary by either Party or that is delivered or disclosed by one Party (“Discloser”) to the other Party (“Recipient”) during the course of performance of this Agreement, and that is designated or would reasonably be regarded as confidential (“Confidential Information”), shall be held in confidence by that Party and shall be handled as set out in this Article 11.
- The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser’s Confidential Information as it uses with its own similar Information that it does not wish to disclose, publish or disseminate and, shall use the Discloser’s Confidential Information solely for the purpose for which it was disclosed.
- Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information confidential in accordance with this Agreement and this Article 11, the Recipient may disclose Confidential Information to (a) any other party with the Discloser’s prior written consent; and, (b) the Recipient’s employees, officials, representatives and agents who have a need to know such Confidential Information for purposes of performing obligations under this Agreement, and employees officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know such Confidential Information for purposes of performing obligations under this Agreement, provided that, for these purposes a controlled legal entity means: (i) a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, (ii) any entity over which the Party exercises effective managerial control.
- The Organization may disclose Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNOPS, the Organization will give UNOPS sufficient prior notice of a request for the disclosure of Confidential Information in order to allow UNOPS to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.
- UNOPS may disclose Confidential Information to the extent as required pursuant to its Organizational Directives and Administrative Instructions.
- The Recipient shall not be precluded from disclosing Confidential Information that is obtained by the Recipient from a third party without restriction, is disclosed by the Discloser to a third party without any obligation of confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient completely independently of any disclosures hereunder.
- These obligations and restrictions of confidentiality shall be effective during the term of this Agreement, including any extension thereof, and, unless otherwise provided in this Agreement, shall remain effective following any expiry or termination of this Agreement.
- Use of UN emblem/name
- The Organization shall not, in any manner whatsoever, use the name, emblem or official seal of UNOPS, or any abbreviation of the name of UNOPS in connection with its business or otherwise without the prior written permission of UNOPS. Under no circumstances shall authorization be provided to use the name, emblem or official seal of UNOPS, or any abbreviation of the name of UNOPS, for commercial purposes.
- Neither Party shall make any announcement or issue press releases in connection with the existence or subject matter of this Agreement without the prior written approval of the other Party.
- Disclaimer and Liability
- The DISHA Platform, DISHA Content and Services are provided on an “as is” and “as available” basis, without representation or warranty of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.
- The Organization expressly acknowledges and agrees that DISHA Content may not be comprehensive, accurate, authoritative, nor fully representative of real-world conditions. Reliance upon any such DISHA Content shall be at the Organization’s own risk.
- Under no circumstances shall UNOPS be liable for any loss, damage, liability, or expense incurred or suffered that is claimed to have resulted from the use of the Services, including, without limitation, any fault, error, omission, interruption, or delay with respect thereto. The use of the Services is at the Organization’s sole risk. Under no circumstances, including but not limited to negligence, shall UNOPS or its affiliates be liable for any direct, indirect, incidental, special, or consequential damages, even if UNOPS has been advised of the possibility of such damages.
- The Organization specifically acknowledges and agrees that UNOPS is not liable for any conduct of any Authorized Users or any other employees and personnel authorized to access or use DISHA Content.
- The DISHA Platform may contain links and references to third-party websites. The linked sites are not under the control of UNOPS, and UNOPS is not responsible for the content of any linked site or any link contained in a linked site. UNOPS provides these links only as a convenience, and the inclusion of a link or reference does not imply the endorsement of the linked site by UNOPS.
- If the Organization or an Authorized User is dissatisfied with the Services, or with the DISHA Content, or any of these DISHA General Terms and Conditions, their sole and exclusive remedy is to discontinue using the Services and terminate this Agreement.
- Indemnification
- The Organization, at its own expense, shall indemnify, defend, and hold and save harmless, UNOPS, and its officials, agents and employees, from and against all suits, proceedings, claims, demands, losses and liability of any kind or nature, including (without limitation) any claim, suit, or action brought by any third party against UNOPS, including, but not limited to, all litigation costs and expenses, attorney’s fees, settlement payments and damages, based on, arising from, or relating to (a) allegations or claims that the access or processing by UNOPS of any Organization Data in accordance with the terms of this Agreement constitutes an infringement of any third party rights, including by not limited to intellectual property rights; or (b) the Organization’s or the Authorized Users’ use of the Services, DISHA Platform, or DISHA Content in breach of this Agreement.
- Amendment and Termination
- This Agreement may be amended only by written agreement signed by authorized representatives of the Parties.
- Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.
- Upon expiry or termination of this Agreement:
- the Parties shall take immediate steps to bring the performance of any obligation under the Agreement to an orderly conclusion;
- UNOPS shall disable all usernames and passwords of the Organization’s Authorized Users; and
- the Parties shall return (or at the other Party’s request, destroy) any materials belonging to the other Party and all copies thereof received as part of the Services under this Agreement, including any DISHA Content and Organization Data in accordance with Articles 7.2(d) and 8.3(e) of these DISHA General Terms and Conditions.
- The obligations set out in Articles 8.2, 10 to 14, and 16, to 18 shall survive expiry or termination of this Agreement.
- Dispute resolution
- The Parties shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of this Agreement. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the Conciliation Rules then obtaining of the UN Commission on International Trade Law (“UNCITRAL”), or according to such other procedure as may be agreed between the Parties in writing.
- Any controversy or claim arising out of, or in accordance with, this Agreement or any breach thereof shall, unless it is settled by direct negotiation, be settled in accordance with the UNCITRAL Arbitration Rules as at present in force. Where, in the course of such direct negotiation referred to above, the Parties wish to seek an amicable settlement of such dispute, controversy or claim by conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules as at present in force. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy or claim.
- DISHA Platform Use Review
- The Organization agrees that UNOPS shall have the right to conduct periodic reviews of the Organization’s usage of the DISHA Platform and DISHA Content to ensure compliance with the terms and conditions of this Agreement. Such reviews may include, without limitation, remote access to relevant usage logs, records, and any other documentation reasonably necessary to verify that the DISHA Platform and DISHA Content are being used solely for the purposes permitted under this Agreement.
- The Organization shall fully cooperate with UNOPS during any such review and promptly address any identified non-compliance issues. UNOPS agrees to conduct such reviews in a manner that minimizes disruption to the Organization’s operations, and shall be responsible for maintaining the confidentiality of any proprietary information accessed during the review.
- Privileges and Immunities
- The Organization recognizes that UNOPS is an entity of the UN, an international organization established by United Nations General Assembly and that, as a result of its status, it enjoys certain privileges and immunities as set forth in the Convention on the Privileges and Immunities of the UN, adopted by the UN General Assembly on 13 February 1946 (the “General Convention”). Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of UNOPS or the UN, including its subsidiary organs.
- Miscellaneous provisions
- UNOPS will not be responsible for delays or inability to provide the Services howsoever arising due to force majeure or other factors outside its control, but will in such cases make reasonable efforts to notify the Organization thereof.
- In addition to its obligations under this Agreement, the Organization agrees to comply with all applicable laws, regulations, and requirements relevant to its use of the DISHA Platform and its obligations under this Agreement. The Organization shall promptly notify UNOPS of any instances of non-compliance in this regard, and shall take the necessary corrective action.
- If any part of this Agreement is found to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which will continue to be valid and enforceable.
- Headings have been included for convenience only and will not be used in construing any provision of this Agreement.
- No delay or failure by UNOPS to exercise any powers, rights or remedies under this Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing and signed by an authorized representative of UNOPS.
- UNOPS reserves the right to transfer our rights and duties and responsibilities set out in this Agreement to another party.
- This Agreement including the documents or other sources referred to herein supersede all prior representations, understandings and agreements between the Parties relating to the Services and sets forth the entire agreement and understanding between Parties relating to the Service.
- Nothing in this Agreement shall be deemed to constitute a partnership between the Organization and UNOPS nor constitute any party the agent of the other Party.