GNOME Foundation's Agreement with the WHS

The GNOME Foundation has signed an agreement with the Wau Holland Stiftung (WHS) Foundation in February 2015. The WHS will be receiving donations for the GNOME Foundation and will disburse these funds on the basis of donation receipts. Mail thread is available at https://mail.gnome.org/mailman/private/board-list/2015-February/msg00114.html (private resource) and follow-ups.

Agreement text

Wau Holland Stiftung (WHS) will act as on behalf of the GNOME Foundation (GF) with local businesses or other entities with whom a contractual relationship will be required in order to secure services or products necessary in Europe.

WHS shall receive donations for the GF and will disburse these funds on the basis of donation receipts. Therefore, if WHS funds an event in Europe on behalf of GF, GF will have to do the organising and the expenses accounting. WHS will reimburse costs based on original receipts. Advance payments can also be made which have to be cleared later on. These reimbursement have to be in compliance with German tax law and the bookkeeping forms and procedures of the WHS.

WHS shall disburse any funds held on behalf of the GF after clearance by GF. WHS will transfer the funds to GF on request whenever the amount held by WHS on GF's behalf exceeds 5000 Euro. In any event, WHS will transfer all funds held on GF's behalf upon 30 days written request. WHS will supply a summary of all transactions on a quarterly basis. WHS will report the actual balance of GF's account on email request within 7 days.

In consideration of the services described herein, including the banking fees of WHS, GF shall pay WHS 5% of all funds received by WHS on GF's behalf. If the administrative costs incurred for GNOME related activities fees of WHS exceeds those 5%, WHS will notify the GF. GF will pay up to 15% of the funds received, unless it is otherwise agreed on. If the administrative costs incurred for GNOME related activities of WHS is less than 5%, the remaining funds may be used by WHS for other nonprofit activities according to WHS's constitution. GF will make this policy known as part of the information how donations can be made via WHS.

WHS will not enter into any contracts on behalf of the GF without being expressly authorized to do so by an authorized representative of GF.

WHS will offer its assistance if required, but it will not be responsible for finding or selecting any entities with whom to contract with. WHS will not be held responsible by GF in case the local entities fail to fulfill their contractual obligations, except to the extent such failure is due to negligence by WHS.

WHS represents that it has the appropriate infrastructure and ability to accept funds on behalf of GF and that no funds will be expended except as directed by GF.

GF represents that any payment instructions provided to WHS will be in accordance with its tax exempt mission to promote and support free and open source software. Every year GF will issue a brief report on the use of funds disbursed by WHS on behalf of GF.

WHS represents that it is a duly organized nonprofit foundation under German law and recognized by German tax authorities as being tax-exempt. Donations received by WHS for GF from donors of the European Community have the benefits of being tax deductible.

Both, the GF and the WHS need to agree on any further modifications to this agreement in written form. This agreement can be cancelled with a 30 days notice given either by GF or WHS with or without good reason. Upon cancellation, all debts or bills have to be settled.