Annex 2 to the Partnership Agreement. Two-part document defining the economic parameters of the Framework: Part A sets out structure costs (overhead deducted before Partner distribution); Part B sets out reference hourly rates (used when contributions are measured in hours). Forms an integral part of the Agreement. Reviewed annually.
This annex consolidates what were previously two separate annexes (A6-3 Structure Costs and A6-5 Hourly Rates). Both define how money is calculated within the Framework — one for what is taken out before distribution, the other for how individual contributions are valued. They are reviewed and amended on the same annual cycle, so they live in one document.
Part A — Structure Costs
A.1 What Are Structure Costs?
Structure costs are the recurring overhead costs of operating the Partnership Framework and the Vehicle Entity. They are deducted from gross Project revenue before calculating Net Project Revenue available for Partner distribution.
Structure costs are distinct from:
- Direct Project costs (costs specific to delivering a particular Project — included in the Project Sheet)
- Partner contributions (tracked in the Contribution Ledger — these are the basis for distribution)
- The Network Regeneration Contribution (NRC) (GT-4 — a deduction made before Partner distribution; pass-through to the Association holon, governed by §10A of the Agreement, not a Vehicle Entity overhead)
A.2 Standard Structure Cost Categories
| Category | Description | Allocation method | Estimated annual amount / rate |
|---|---|---|---|
| Vehicle Entity administration | Accounting, bookkeeping, annual filings, company secretarial | Pro rata across Projects by revenue | €___ / year |
| Legal and compliance | Ongoing legal review, contract templates, GDPR compliance | Pro rata across Projects by revenue | €___ / year |
| Digital platform (Contribution Ledger) | Hosting and maintenance of the shared Contribution Log (A6-4) — the plain digital record in which Partner contributions are recorded and confirmed | Per Project or flat monthly fee | €___ / month |
| Insurance | Professional liability and other covers for the Framework | Pro rata across Projects by revenue | €___ / year |
| Communication and administration | Coordination, communications tooling, meeting costs | Per Project or flat fee | €___ / Project or €___ / month |
| Network Regeneration Contribution | Prevailing NRC Rate per GT-4.4(a); pass-through to the Association holon, not a Vehicle Entity overhead; see A6 §10A | Applied at revenue recognition; no per-Project negotiation (A6 §10A.2) | per LGR-2 |
Total estimated annual structure costs: €___
A.3 Allocation Method
Structure costs are allocated to each Project using the following method:
-
☐ Pro rata by Project revenue — each Project bears structure costs in proportion to its share of total Framework revenue in the period.
-
☐ Flat fee per Project — each Project bears a fixed structure cost of €___ regardless of size.
-
☐ Hybrid — [describe]: ___
Billing cycle: Structure costs are reconciled ☐ monthly ☐ quarterly ☐ annually ☐ per Project close.
A.4 Vehicle Entity Operating Account
The Vehicle Entity maintains an operating reserve to cover structure costs in advance of Project revenue:
Minimum reserve target: €___
How reserve is funded: [e.g. “Deducted from first Project revenues; topped up by Partners equally if reserve falls below €___”]
Surplus in operating account at year-end: [e.g. “Rolled forward to next year / distributed to Partners pro rata / allocated to the Unified Fund (Association holon)“]
Part B — Reference Hourly Rates
B.1 Purpose
When a Project Sheet (see Agreement 6 Annex 3 — Project Sheet) specifies that contributions will be measured by hours, this Part provides the agreed reference rates. These rates convert hours into a monetary value for the purpose of calculating each Partner’s proportional share in Net Project Revenue distribution.
Important: These are reference rates for internal accounting purposes — they do not represent actual payments to Partners during the Project. Distribution occurs from actual Net Project Revenue, not from an accumulation of notional hourly values.
B.2 Reference Rates by Activity Type
Rates are expressed in euros per hour (€/h). Adjust per Project Sheet if specific circumstances justify deviation — record deviations in the relevant Project Sheet.
| Activity type | Reference rate (€/h) | Notes |
|---|---|---|
| Strategic design and systems thinking | € | [e.g. Includes vision, architecture, framework design] |
| Software development | € | [e.g. Backend, frontend, smart contract, API] |
| UX / UI design | € | |
| Graphic design and visual communication | € | |
| Project management and coordination | € | |
| Client acquisition and business development | € | [May be rated higher if commission-based — note in Project Sheet] |
| Facilitation and workshop design | € | |
| Teaching and educational content creation | € | |
| Legal and compliance | € | |
| Accounting and fiscal administration | € | |
| Ecological and land-based practice | € | |
| Research and writing | € | |
| Translation | € | |
| General administration and logistics | € | |
| Other (to be agreed per Project Sheet) | € |
B.3 Contribution of Pre-Existing IP or Assets
Where a Partner contributes pre-existing intellectual property, tools, or infrastructure to a Project rather than time, the value is agreed in the Project Sheet as a fixed milestone or agreed value unit — not measured in hours.
B.4 Client-Rate Adjustments
For commercial Projects where the client rate significantly exceeds the reference rate, the Partners may agree in the Project Sheet to calculate contributions at a blended rate (between reference rate and client billing rate) so that the distribution better reflects market value. This must be explicitly stated in the Project Sheet and agreed by all participating Partners.
Part C — Review and Amendment
This Annex (both Parts A and B) is reviewed annually by the Partners based on:
- Market conditions and cost of living adjustments (rates)
- Actual structure costs versus estimates (overhead categories)
- The Framework’s overall financial sustainability
Any change to either Part requires a simple majority vote and a signed amendment to this Annex.
Last reviewed: [DD/MM/YYYY] Next review due: [DD/MM/YYYY]
Applicable from: [DD/MM/YYYY] (rates and structure cost changes apply to contributions logged and Projects activated on or after this date)
Signatures
This Annex forms an integral part of the Partnership Agreement.
Signatures of all current Partners (or two-thirds majority for amendments):
Partner 1: _________________________ Date: _______
Partner 2: _________________________ Date: _______
Partner 3: _________________________ Date: _______