OCNZ Relationship Agreement
This Relationship Agreement sets out how Open Collective NZ Limited will provide an umbrella structure under which to operate your Collective, and the ways we will interact.
These are the terms of the relationship entered into between:
This relationship agreement (“Agreement”) is entered into with effect from the date (“Effective Date”) that you confirm, by ticking the relevant box, that you have read and agree to these terms and that OCNZ has accepted your request to include your Collective as part of OCNZ and provide support to You for the purposes you described in your application .
These are the terms we agree to when OCNZ hosts a Collective. This agreement takes effect when a Collective that has applied to be hosted is approved.
In this document, Open Collective New Zealand is called “Us”, “fiscal host”, or “OCNZ”, and the Collective is called “the Collective” or “You”.
The parties enter into this Agreement with reference to the following facts:
OCNZ’s mission is to support Collectives (groups, communities, projects, initiatives) that aim to positively impact society.
You told us about your Collective’s mission when you applied, and we agree that it meets OCNZ’s criteria and aligns with our mission.
We want to work together and help you with your Collective, because our missions are in alignment.
We will hold funds and pay them out for your Collective when needed, minus fees. We won’t use the money for anything else.
This Agreement shall commence on the Effective Date, and will continue unless and until terminated under clause  of this Agreement.
This agreement starts when your Collective joins the OCNZ fiscal host, and will continue until terminated, (as explained below).
Nothing in this Agreement means that the Collective or its members and/or agents is an agent or legal representative of OCNZ for any purpose whatsoever except as provided in this Agreement.
You can’t legally represent or act for OCNZ, except in the specific ways laid out in this Agreement.
OCNZ has established certain protocols set out in Annex A. This sets out how OCNZ shall manage and operate and deal with any funds.
OCNZ will provide the Protocols to the Collective and may from time to time update the Protocols to assist OCNZ in performing its obligations effectively.
The protocols for how OCNZ will act are set out in Annex A.
You may solicit unconditional gifts, contributions, sponsorships, and grants to OCNZ for the purpose of the Collective, where the payer is not receiving any specific good or service in return.
The Collective understands, acknowledges and agrees that OCNZ is not a registered charity or donee organisation, and that such funds collected by OCNZ for the Collective will not have donation tax receipts issued for them and will not entitle the giver to a donation tax credit or a tax deduction.
If the Collective wishes to accept conditional payments, where the payer receives a specific good or service in return, you must
provide notice in writing to OCNZ so that we can ensure any required Goods and Services tax is applied.
You can receive unconditional funding for your Collective, which will go to OCNZ.
OCNZ is not a charity or approved donee organisation so we cannot issue donation tax receipts.
If you want to sell anything subject to GST (products, services, tickets), you must let us know so that we can charge tax.
7. Third party agreements
If You want to enter into any agreement or obligation with a donor, sponsor, vendor or other third party, to provide or receive services beyond simply receiving a donor’s financial contributions, you must first provide notice of the specific details to Us and obtain OCNZ’s prior written consent, as these agreements or obligations will legally be between OCNZ and the third party.
You need our permission to enter any third party agreements (i.e. any contract for your Collective), because legally the agreement is with OCNZ.
8. Intellectual Property
Any and all tangible or intangible property, including intellectual property, such as copyrights of the Collective, belong to You. Furthermore, You represent that you have the power and right to advance the Collective. We acknowledge and agree that any trademarks, trade names, artwork, designs, logos, copy, and all other intellectual property provided to OCNZ by the Collective or its agents (for example, to be put on websites) belongs to the Collective and not to Us. For the avoidance of doubt, you should register ownership in the name of an individual associated with the Collective rather than in the name of OCNZ.
You own the intellectual property of your Collective. You don’t turn it over to us when we become your fiscal host. If you provide something like a logo for use on your Collective page, it still belongs to you.
9. The Collective
OCNZ will receive funds earmarked for support of the Collective, and make disbursements for expenses incurred in furtherance of the Collective. Beginning on the Effective Date, OCNZ will place all such revenues received by OCNZ and identified with the Collective into an account to be used for the benefit of the Collective’s mission as that mission periodically may be defined by the Collective with the approval of OCNZ. OCNZ will exercise full control over the Collective’s financial administration, management, and disbursement of the Fund.
For the avoidance of doubt, the parties note that all money will be reported as the income of OCNZ, for both tax purposes and for purposes of OCNZ’s financial statements. Accordingly, OCNZ is responsible for the processing and deposit in the Fund of all monies received for the Collective.
We will consult together around any payments to be made out to cover expenses of the Collective as detailed in the Protocols.
We will accept, hold, track, and pay out money for your Collective. We will use that money only for your Collective.
You can update your Collective’s mission, but if it’s a significant change we’ll need to re-approve it to make sure it still fits our criteria.
We’ll control the money fully, and do all the admin and management related to your budget.
You can submit expenses and we’ll pay them out from your Collective’s funds.
Expenses for your Collective are first approved by you, then we’ll review them before paying.
Either OCNZ or the Collective may terminate this Agreement on 30 days' written notice to the other party.
Upon a termination notice being given, the Collective will notify OCNZ of how the funds will be dealt with, from the following three options:
If no notice is provided that elects one of these options by the Collective within the 30 days’ written notice period, then the default is for the funds to be donated to a registered charity by OCNZ (option 3).
In addition, if no member of the Collective has responded to a request for termination instructions by OCNZ for a period of 12 months then the funds will automatically be donated to a registered charity by OCNZ.
Either you or we can end this relationship with 30 days notice.
You have to decide what to do with any remaining funds if you are shutting your Collective down:
If you don’t tell us which option you choose, we’ll donate the funds to charity.
If you abandon your Collective and don’t respond to our communications for a year, we’ll donate the money to charity.
Each notice under this Agreement shall be in writing and delivered personally or sent by post or email to the person at the address or email notified in writing from time to time.
A notice is deemed to be received:
If you need to give us notice of something relevant to this agreement, it needs to be in writing.
Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
If there is a dispute between the parties in relation to this Agreement, either party may give the other party notice of the dispute.
Within 10 business days of receipt of the notice of dispute, the parties shall meet (in person or online) to endeavour to resolve the dispute.
If the dispute is not resolved within 20 business days of receipt of the notice of the dispute, either party may by notice to the other party refer the dispute to mediation, which will take place in Wellington with each party paying half of the cost of the mediation.
While any dispute remains unresolved, each party shall continue to perform this Agreement to the extent practicable, but without prejudice to their respective rights and remedies.
If we have a dispute related to this agreement, we will first try to work it out by discussing it together.
If that doesn’t resolve the problem, we will give each other notice, then go to mediation.
While there is a disagreement, we can continue to interact under the terms of this Agreement.
13. Liabilities & Indemnification
You are responsible for all activities of the Collective, including any financial or other liabilities, and you indemnify and hold harmless OCNZ and its representatives from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) resulting from your performance of your obligations contained in this Agreement.
You also indemnify us from any loss or liability resulting from injury (including sickness, disease or loss of life) to any person, or damage to any property of any third party at or as a result of your activities or the Collective.
You also indemnity us in relation to any claims from third parties that you have violated any intellectual property laws.
You are responsible for your Collective’s activities.
We are not responsible if you cause loss or damage.
We are not responsible if you breach IP laws.
14. Force Majeure
Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure (which are events beyond the reasonable control of the affected party, such as a pandemic or natural disaster), provided that the affected party;
Neither you nor we are liable if we fail to meet our obligations under this agreement due to events beyond our control, such as a pandemic or natural disaster.
15. Governing Law
This Agreement and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the New Zealand Courts.
This agreement is governed by the laws of New Zealand, and any dispute resolution process will take place in New Zealand.
16. Entire Agreement; Modification
This Agreement supersedes any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be amended by us from time to time by posting new versions of these terms on our website and notifying You. By continuing to use the services of OCNZ you will confirm that you agree to the modified terms.
This agreement is the official one when it comes to the issues it covers, regardless of any other communication or understanding between us.
We can update this agreement. If we do, we will notify you. If you keep using our services, it means you agree to the modified agreement.
If there is any inconsistency between these terms and any other document submitted by You or any other arrangement with Us, these terms prevail unless otherwise agreed by Us in writing.
To waive a right under this Agreement, that waiver must be in writing and signed by the waiving party.
The parties are independent, and this Agreement does not create any partnership, agency or employment relationship between them.
If any provision of these terms and conditions is held by any court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining provisions.
If this agreement conflicts with another agreement we’ve made, this document prevails.
If you don’t want to enforce a right given to you here, you need to waive it in writing.
We are not setting up some other relationship besides what’s defined here by signing this agreement.
If one provision isn’t enforceable, the rest of the Agreement is still valid.
Exhibit A: Protocols
The following are the policies and processes of OCNZ.
The Collective will provide evidence and OCNZ will confirm that the Collective has met the criteria for admission to OCNZ as a Collective, being that the Collective is focussed on enabling people, working together, to create and further Collectives and activities that positively impact society.
We confirm your Collective meets our criteria based on the evidence you provided.
OCNZ Fees and Expenses:
Collective will be required to pay membership fees (“Fees”) and cover any expenses OCNZ incurred on Collective’s behalf as a result of this Agreement. Collective is responsible to pay from the Fund the Fees and expenses as follows:
You agree to fees and expenses being automatically deducted from your Collective balance.
Fees consist of:
You will pay a 5% fee to OCNZ. This covers both fiscal hosting and use of the Open Collective platform.
Sometimes we agree to different fees for Collectives on a case by case basis. We will confirm this in writing if it applies to you.
Interest earned from money held on your behalf goes to OCNZ.
Payment processor expenses:
In addition to the Fees, the Collective is responsible for any merchant account credit card processing expenses incurred by OCNZ as a result of administration of the Fund, which are directly related to the Collective’s purpose. Such expenses shall be pulled directly from the Fund by OCNZ.
You will also pay any payment processor expenses (such as credit card processing fees charged by Stripe).
Upon execution of this Agreement, the Collective will be featured on Open Collective, an accounting and crowdfunding platform (the “Platform”), specifically on OCNZ’s page, which is owned by OCNZ.
OCNZ will set Collective up on the Platform such that Collective will have its own dedicated page that tracks, in total transparency, the funds that it raises and the expenses it incurs in relation to the Collective.
The Collective’s page on the Platform will be linked to OCNZ’s Stripe account,PayPal account, and bank account, so that OCNZ has control over the funds received and disbursed under the Platform for purposes of the Collective. The Platform thus serves as a fundraising avenue for the Collective, enabling it to raise funds and be reimbursed for expenses incurred in relation to the Collective.
The Platform makes the revenue and expenses of the Collective available to the public through a transparent ledger.
Your Collective will show up on the OCNZ page on Open Collective.
Your Collective will have its own page on the Open Collective platform, showing your transparent budget, which you can use for fundraising.
Your Collective is linked to OCNZ’s accounts, to facilitate accepting and paying out money, which we manage.
All of your budget transactions will appear on your Collective page.
In order to receive a disbursement from the funds raised to cover expenses incurred in furtherance of the Collective, those seeking payment must submit receipts/invoices onto the Platform for review by the OCNZ staff, via the “Submit Expense” feature on the Collective’s page.
Upon OCNZ’s receipt of receipts/invoices, it will review all documentation to ensure the expenses incurred are valid. Upon approval by the OCNZ staff, OCNZ will reimburse those expenses to the payee through the Platform using PayPal, bank transfer, or another mutually agreed payment option. Each time OCNZ reimburses Collective for such expenses, the funds allocated to Collective on the Platform will automatically decrease by the amount reimbursed.
To pay out your Collective’s funds, submit an expense through your Collective page.
OCNZ will review it to make sure it’s valid. Once approved by both you and us, OCNZ will pay the expense and automatically deduct that amount from your Collective’s balance.
Funds Received & Expenses Paid Outside Platform:
In the event that the Collective receives funding outside of the Platform (that which does not go automatically and directly into the Fund), OCNZ will use a feature enabled on the Platform to ‘Manually Add Funds’ to Collective’s balance. This means that OCNZ will assign the funds received in the Fund destined to the Collective, thus increasing its budget. In the same fashion, if an expense is paid outside of the Platform by Collective, because, for example, the recipient does not hold a PayPal account or another payout method is required, then OCNZ will use the ‘Mark as Paid’ feature on the Platform, which allows OCNZ to record that an expense has already been paid through a different method and that amount is automatically deducted from the Collective’s Fund balance.
If you raise funds for your Collective outside of the Open Collective platform and send them to us, we will add them to your Collective’s budget balance manually.
If an expense for your Collective is paid outside of the platform, we will manually deduct the amount from your Collective’s balance.