The nitty gritty
Terms for Collectives
These terms set out how the Gift Collective will provide a fundholding service and umbrella structure under which to operate your Collective, and the ways we will interact.
1. Parties
| These are the terms of the relationship entered into between: 1. Gift Collective – a project run by The Gift Trust (Registered charity number 40774) (“TGT”) (Collectively, “Us” or “GC”); and 2. The Collective, which has agreed to these terms and conditions (“You” or “the Collective”). | In this document, Gift Collective is called “Us”, “fundholder”, or “GC”; The Gift Trust is called “TGT”; and the Collective is called “the Collective” or “You”. |
| This 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 the terms of this Agreement and that GC has accepted your request to include your Collective as part of GC and provide support to You for the purposes you described in your application. | These are the terms we agree to when Gift Collective hosts a Collective. This agreement takes effect when a Collective that has applied to be hosted is approved. |
2. Recitals
The parties enter into this Agreement with reference to the following facts:
| a) TGT is a registered NZ charitable trust (Registered charity number 40774). Its charitable purposes include: to carry out every charitable purpose in New Zealand whether relating to the relief of poverty, the advancement of education, or any other purpose beneficial to the community; and all its activities shall provide a public benefit, but none of its activities shall result in any private benefit or profit to any individual (“TGT’s Mission”). | The Gift Trust is a NZ registered charity and not for profit. TGT’s mission is to support charitable activities that provide public benefit to Aotearoa New Zealand. |
| b) In alignment with TGT’s Mission, TGT serves as a fundholder to certain charitable projects that meet the criteria set forth in the protocols, which are attached hereto and incorporated herein by this reference as Exhibit A (“Protocols”). | Serving as a fundholder to Collectives who share TGT’s charitable purpose is one way TGT achieves its mission. |
| c) GC uses an online platform (Open Collective) to provide Collectives (projects and initiatives) with a Collective page online to accept funding, track budgets and manage expenses transparently. | We use the Open Collective online platform to manage funds for Collectives. |
| d) The Collective’s charitable mission as set forth in the materials submitted to GC has met TGT’s criteria as set forth in Exhibit A. The Collective agrees to continue to align with TGT’s Mission in the future. | You told us about your Collective’s mission, and we agreed that it fits with our charitable purpose. |
| e) The Collective desires to join GC, and GC desires the Collective to join GC on the terms set out in this Agreement. | We want to work with your Collective because our missions are in alignment. |
| f) The parties agree that: i. TGT will receive funds for the Collective (“Funds”) to be held by TGT; ii. Open Collective will provide a platform for the display, tracking, and management of funding for the Collective; and iii. After discussing with You, TGT will control these Funds for the use of the Collective (less any administrative charges, interest and expenses). | We will hold funds for your Collective, using the Open Collective platform for tracking and management, and we will pay them out for your Collective’s activities, minus fees. We won’t use the money for anything else. |
3. Terms
| This Agreement shall commence on the Effective Date, and will continue unless and until terminated under clause [11] of this Agreement. | This agreement starts when your Collective joins GC, and will continue until terminated, (as explained below). |
4. Relationship
| Nothing in this Agreement means that the Collective or its members and/or agents is an agent or legal representative of GC or TGT for any purpose whatsoever except as provided in this Agreement. | You can’t legally represent or act for GC, except in the specific ways laid out in this Agreement. |
5. Protocols
| GC has established certain protocols set out in Exhibit A. This sets out how GC shall manage and operate and deal with any funds. GC will provide the Protocols to the Collective and may from time to time update the Protocols to assist GC in performing its obligations effectively. | The protocols for how GC will act are set out in Exhibit A. |
6. Funds
| You may solicit gifts, contributions, sponsorships, and grants to be paid to, and held by, TGT for the purpose of the Collective and on the Collective’s behalf, where the payer is not receiving any specific good or service in return. You must ensure that the payer includes the name of Your Collective as a reference and You must provide TGT details of all such payments, grants, or contributions that You expect to receive. | You can receive unconditional funding for your Collective. The Open Collective software tracks contributions made through that system, so they will be automatically credited to your Collective’s budget. If you are expecting funds to come another way (e.g. direct bank transfer) you need to notify us so we can credit them to the correct Collective. |
| If the Collective wishes to accept payments where the payer receives a specific good or service in return, you must provide notice in writing to TGT including detail on the nature of the goods or services so that we can ensure any required tax is applied, and so we can issues a valid tax invoice to the payer if required. | If you want to sell anything subject to GST (products, services, tickets), you must let us know so that we can ensure it’s handled correctly. |
7. Third party agreements
| If You want to engage 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. TGT will then consider whether or not it wishes to enter into the agreement on Your behalf at the sole discretion of TGT and on terms satisfactory to TGT. | If your Collective wants to enter any contracts or agreements, you have to tell us and get our permission, because TGT must approve and sign as the legal entity. |
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 GC by the Collective or its agents (for example, to be put on websites) belongs to the Collective and not to Us. You grant TGT a license to use all of Your intellectual property that You provide to Us for the purposes of this Agreement. You should register ownership of Your intellectual property in the name of an individual associated with the Collective. | You own the intellectual property of your Collective. You don’t turn it over to us when we become your fundholder. If you provide something like a logo for use on your Collective page, it still belongs to you. |
9. The Collective
| TGT 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, TGT will place all such revenues received by TGT 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 TGT. TGT will exercise full control over the Collective’s financial administration, management, and disbursement of the Collective’s Funds. | We will accept, hold, track, and pay out money for your Collective. We will use that money only for your Collective’s mission. We’ll control the money fully, and do all the admin and management related to your budget. |
| For the avoidance of doubt, the parties note that all money will be reported as the income of TGT, for both tax purposes and for purposes of TGT’s financial statements. Accordingly, TGT is responsible for the processing and deposit in the Collective’s Fund of all monies received for the Collective. | We’re responsible for receiving funds for your Collective, and for related taxes and accounting. Money for your Collective will be reported as TGT’s income. You can submit expenses and we’ll pay them out from your Collective’s funds. |
| We will consult together around any payments to be made out to cover expenses of the Collective as detailed in the Protocols. | You can submit expenses and, once approved by both you and us, we’ll pay them out from your Collective’s funds, as described below. |
10. Charitable Purpose
| All of the funds received by TGT under the terms of this Agreement will be devoted to the purposes of the Collective in furtherance of TGT’s charitable purposes. The Collective agrees it will use the funds TGT disburses to it from the Fund solely for the purposes of the Collective, as set out in Exhibit A and in alignment with TGT’s Mission, and it will repay to TGT any portion of those funds that is not spent or committed for those purposes. The Collective agrees it will not use any funds for private benefit. | Your Collective’s activities and expenditures must be devoted to your charitable purpose (which fits with our overall purpose). If you use your Collective’s fund for anything else, you have to pay it back. You may not use your Collective’s funds for private profit. |
11.Termination
| Either GC or the Collective may terminate this Agreement on 60 days’ written notice to the other party. | Either you or we can end this relationship with 60 days notice. |
| Upon a termination notice being given by either party, the Collective will notify TGT of how the funds will be dealt with, from the following options: | You have to decide what to do with any remaining funds if you are shutting your Collective down: |
| 1) Submit a request that the balance is paid out as a legitimate Collective expense (submitted and processed as per the Protocols); 2) Donate the funds of the Collective to another Collective hosted by GC; 3) Nominate a New Zealand registered charity to receive the funds; or 4) TGT will, at its sole discretion, donate the funds of the Collective to a registered charity, which may include TGT itself. | 1) withdraw them by submitting an expense, or 2) give them to another Collective in GC, 3) donate them to an NZ charity, or 4) we will donate the funds to a charity (which may include TGT itself). |
| If no notice is provided that elects one of these options by the Collective within the 60 days’ written notice period, then the default is for the funds to be donated to a registered charity by TGT (option 4). | If you don’t tell us which option you choose, we’ll donate the funds to charity. |
12. Notice
| 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: 1. if delivered personally, when delivered; 2. if posted, five business days after posting; or 3. if sent by email, the date received. Notices to GC must be delivered to a representative of TGT. | If you need to give us notice of something relevant to this agreement, it needs to be in writing. |
13. Disputes
| 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 we have a dispute related to this agreement, we will first try to work it out by discussing it together. |
| 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 in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ) with each party paying half of the cost of the mediation. If the parties cannot agree on the appointment of a mediator within 5 business days of the date that the dispute is referred to mediation, then the mediator will be selected and his/her fee determined by the President for the time being of AMINZ. | If that doesn’t resolve the problem, we will give each other notice, then go to 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. | While there is a dispute, we can continue to interact under the terms of this Agreement. |
14. Liabilities & Indemnification
| You are responsible for all activities of the Collective, including any financial or other liabilities, and you indemnify and hold harmless TGT and their 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 TGT 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 are responsible for your Collective’s activities. We are not responsible if you cause loss or damage. |
| You also indemnity TGT in relation to any claims from third parties that you have violated any intellectual property laws. | We are not responsible if you breach IP laws. |
15. 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: immediately notifies the other party and provides full information about the Force Majeure; uses best efforts to overcome the Force Majeure; and continues to perform its obligations to the extent practicable. | 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, but we both agree to try our best to still meet our obligations in such a situation. |
| Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement. | We both agree to try to minimise any damage to the other as best we can. |
16. 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. |
17. 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 is the official one when it comes to the issues it covers, regardless of any other communication or understanding between us. |
| This Agreement may be amended by GC from time to time by posting new versions of these terms on GC’s website and notifying You. By continuing to use the services of GC you confirm that you agree to the modified terms. | 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. |
18. Miscellaneous
| 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. | If this agreement conflicts with another agreement we’ve made, this document prevails. |
| To waive a right under this Agreement, that waiver must be in writing and signed by the waiving party. | If you want to waive any of your rights, you need to do it in writing and sign it. |
| The parties are independent, and this Agreement does not create any partnership, agency or employment relationship between them. | By agreeing to these terms, we are not setting up some other relationship besides what’s defined here. |
| 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 one provision isn’t enforceable, the rest of this agreement is still valid. |
Exhibit A: Protocols
The following are the policies and processes of the Gift Collective.
Criteria
| A Collective’s application to GC may only be approved if it meets the criteria set out by TGT, such approvals being at the sole discretion of TGT. In the event that, once approved, a Collective violates the criteria (as they may be from time to time), such approval may be revoked at any time at the sole discretion of TGT. | Your Collective’s application will only be approved if it meets our criteria. Should a Collective break the rules, we may decide to remove you from our services. |
The criteria for acceptance are as follows:
| The Collective’s purpose(s) is charitable under New Zealand law, and does not include any non-charitable activities, except for those permitted for registered charities in New Zealand as ‘ancillary purposes’. | Your Collective must exclusively be doing charitable work, and cannot do non-charitable work, except for small amounts of approved activities known as ‘ancillary purposes’. |
| All the activities of the Collective shall provide a public benefit, but none of its activities shall result in any private benefit or profit to any individual. For the avoidance of doubt, expenses may only be paid out from a Collective’s funds that benefit the purpose(s) of the Collective | Your Collective must be doing work for public benefit, and there can’t be any private or personal benefit. We will only pay out expenses that meet this standard. |
| While acceptance by or participation in GC does not restrict the right of any individual(s) involved with the Collective to hold or further any particular view, no expense shall be paid out from a Collective’s funds that (at the sole discretion of TGT) supports hate speech and/or hateful activities, and no Collective shall be accepted that has hate speech and/or hateful activities as a purpose. | Any individual involved with your Collective can hold whatever views they like, but we will not support hate speech and/or hateful activities. Expenses supporting this will not be paid out, and Collectives performing these activities will not be accepted. |
| For the purposes of clause X.X, ‘hate speech’ and ‘hateful activities’ are defined to mean speech or activities respectively that incite or engage in violence, intimidation, harassment, threats or defamation, targeting an individual or group based on their race, colour, religion, national origin, ethnicity, immigration status, gender, gender identity, sexual orientation, or disability. | This section defines ‘hate speech’ and ‘hateful activities’. |
| TGT may decline a Collective’s application or revoke its approval if it believes that accepting or retaining the Collective would reflect poorly on the reputation of TGT, or that a risk (reputational or otherwise) would be posed to TGT were the Collective to continue to be associated with GC, or for any other reason. | We may decline any application that could risk our reputation. |
| Notwithstanding the terms of clause X.X, TGT reserves the right to revoke its approval of any Collective for any reason without right of appeal. Such revocations shall be managed as a ‘termination’ per clause X.X. | We can remove any Collective from our service at any stage and the Collective will not be able to challenge this decision. |
| GCNZ Fees and Expenses: | |
| The Collective will be required to pay membership fees (“Fees”) to GCNZ and cover any expenses GCNZ incurs on the Collective’s behalf as a result of this Agreement. | You agree to fees and expenses being automatically deducted from your Collective balance. |
The Collective is responsible to pay from the Fund the Fees and expenses as follows:
| 1. 8% of all of the funds deposited into the Fund on behalf of the Collective plus GST (if any), regardless of source, for purposes of becoming a Collective of GCNZ and maintaining such membership; OR | You will pay an 8% fee to The Gift Collective. |
| 2. Any specific amounts agreed between us in writing (due, for example, to there being a specific sum which we agree to look after for a specific fee). AND | Sometimes we agree to different fees on a case by case basis. We will confirm this in writing if it applies to you. |
| All interest earned on the Fund which will be retained in GCNZ’s general fund. | Interest earned from money held for your Collective goes to The Gift Collective. |
Payment processor expenses:
| In addition to the Fees, the Collective is responsible for any merchant account credit card processing expenses incurred by GCNZ as a result of administration of the Fund, which are directly related to the Collective’s purpose. The Collective agrees that TGT may pay such expenses directly from the Collective’s Fund to TGT’s own general fund. | You will also pay any payment processor expenses (such as credit card processing fees charged by Stripe). |
Platform:
| Upon execution of this Agreement, the Collective will be featured on Open Collective, an accounting and crowdfunding platform (the “Platform”), specifically on GCNZ’s page, which is owned by TGT. | Your Collective will show up on the Gift Collective page on Open Collective. |
| We will set the Collective up on the Platform such that the 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. | Your Collective will have its own page on the Open Collective platform, showing your transparent budget, which you can use for fundraising. |
| The Collective’s page on the Platform will be linked to TGT’s bank account, so that TGT 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. | Your Collective is linked to TGT’s accounts, to facilitate receiving and paying out money, which we manage. |
| The Platform makes the revenue and expenses of the Collective available to the public through a transparent ledger. | Your budget transactions will appear on your Collective page. |
Disbursements:
| 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 GCNZ staff, via the “Submit Expense” feature on the Collective’s page. | To pay out your Collective’s funds, submit an expense through your Collective page. |
| Upon TGT’s receipt of a submitted expense, it will review all documentation to ensure the expenses incurred are valid. Upon approval by GCNZ, GCNZ will reimburse those expenses to the payee through the Platform using PayPal, bank transfer, or another mutually agreed payment option. Each time GCNZ reimburses the Collective for such expenses, the funds allocated to Collective on the Platform will automatically decrease by the amount reimbursed. | GCNZ will review it to make sure it’s valid. Once approved by both you and us, we 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), GCNZ will use a feature enabled on the Platform to ‘Manually Add Funds’ to the Collective’s balance. This means that GCNZ will assign the funds received in the Fund destined to the Collective, thus increasing its budget. | If you receive money for your Collective outside the platform, you can send it to us and we’ll add it to your budget manually. |
| In the same fashion, if an expense is paid outside of the Platform by the Collective, because, for example, another payout method is required, then GCNZ will use the ‘Mark as Paid’ feature on the Platform, which allows GCNZ 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 an expense for your Collective is paid outside of the platform, we’ll manually deduct the amount from your Collective’s balance. |
FAQs
Got any pātai?
Who is the Gift Collective for?
A lot of groups are already using the Gift Collective in Aotearoa in fact there are over 80 groups now! What they have in common is being collectively organised, valuing transparency, and needing to get up and running quickly without getting bogged down in paperwork and admin.
What is a collective?
In our language, your rōpu or group is a collective. You collectively organise and have a social good purpose. You’re maybe just one person, or a group – but you all want to do something charitable.
What are your acceptance criteria?
To be accepted into the Gift Collective whānau, your initiative must be focussed on a charitable purpose in Aotearoa New Zealand. The Gift Collective team will assess each application submitted against the criteria below. We’ll let you know if we have more questions or if your application has been successful.
Your activities must:
- Have a charitable purpose, according to New Zealand law¹ which includes:
- the relief of poverty,
- the advancement of education, or
- any other purpose beneficial to the community.
- Be based in and be of benefit to New Zealand².
- Provide a public benefit, and none of your activities can have a private benefit or provide profit to any individual.
- Not provide support for political campaigns, candidates, or to support purely lobbying activity.³
- The Gift Collective will not accept recipients that it believes, in its sole discretion, are supporting or engaging in hate speech or hateful activities, whether online or offline.⁴
- For more information on what is considered charitable, see this info from Charities Services.
- Expenses cannot be paid internationally, unless express advance written approval is given by the Gift Collective.
- A limited amount of lobbying can be classed as a charitable activity; we use the Charities Services definition.
- ‘Hateful activities’ means inciting or engaging in violence, intimidation, harassment, threats or defamation, or targeting an individual or group based on race, colour, religion, national origin, ethnicity, immigration status, gender, sexual orientation, or disability.
Is advocacy charitable?
Your Collective is able to take on some advocacy work as long as there is a clear charitable purpose. We follow the rules that Charities Services set.
Charities Services has a view that non-ancillary advocacy can now be charitable when it is clearly connected to the organisation’s charitable purpose. An example is advocacy for “relieving poverty by supporting an increase in the minimum wage”. This is the case even if other charities or people have competing views on the issue, or if the issue is seen as controversial (provided that it is addressed in a fair and balanced way).
Where the advocacy cannot be seen as advancing a charitable cause, then that is not a charitable activity –
for example, supporting a political party.
Finally, the manner of how the advocacy is carried out is important. Conventional advocacy (petitions,
reports, publications) is acceptable but not illegal means (i.e. protests that breach public safety laws).
See more on the Charities Services website.
Is this the same as registering as a charity?
No, it is not. By registering with Gift Collective, you get to sit within our charitable entity, making you eligible to apply for charitable grants. This doesn’t mean, though, that you are a charity in your own right.
Do I have to put my whole kaupapa under Gift Collective or can I sign up just to cover a portion of my mahi?
It is perfectly acceptable to sign up to Gift Collective for a portion of your work only. We can only accept charitable work, and expenses related to this. Some groups may choose to keep their business separate from their charitable arm, and run their charity work through us.
What do I get if I sign up?
Essentially three key things:
- A fundholder, a legal entity with a bank account, through which you can engage as a group, so you don’t need to manage your Collective’s funds personally or incorporate a new legal entity.
- The ability to apply for grants and funding by sitting under the Gift Collective’s umbrella.
- A tech platform to help your Collective thrive, with features like crowdfunding, transparent budget tracking, and community engagement tools.
Do I need to charge GST on funds I raise?
It depends. Unconditional donations – where nothing specific is given in return – do not attract GST. Conditional payment – where the buyer gets something in return, like membership, a product, service, or event ticket – may attract GST. Our platform is set up for both scenarios.
Will you help me get funding?
We are a fundholder only, so we can’t apply for grants or shoulder tap donors for you. We can, however, provide support letters for your grant applications. We also provide a funding guide and hold webinars that cover tips and tricks for funding applications.
The good news is that by sitting under our charitable umbrella, you open yourself up to more funding options.
If I’ve applied to Charities Services and have been rejected, can I still sign up with you?
No, if Charities Services doesn’t think your mahi meets charitable purpose, then we won’t either. To meet our criteria your mahi must be charitable.
Which grant makers or funders have given grants through Gift Collective?
A diverse range of funders have given to Collectives sitting under our umbrella – individuals, community foundations, city councils, family foundations and government organisations. These include DIA Lotteries, Spark Foundation, One NZ, Tindall Foundation, J R McKenzie Trust and Wellington Community Fund.
