MEMBERSHIP

Rule 1. Management of the PPP(Payment protection Program)

The PPP is managed and administered by WORLD FOOD CARGO ALLIANCE（WFCA）, whose decision will be final. WFCA will supervise and manage the funds held in the PPP.

Rule 2. Participation of the PPP

Members who subscribe to the PPP will be covered by the program as long as they pay the annual fee and remain in good standing in WFCA, but will lose their coverage if they resign or are expelled from WFCA for infringing the rules.

Rule 3. Purpose

The PPP is intended to provide the means whereby which a member of WFCA (creditor) can recover unpaid funds/invoices arising from commercial shipments that are owed by another member of WFCA (debtor) which has declared bankruptcy or went out of business. A member company that ceases to exist as a result of a merger and/or acquisition is considered to remain liable for its debt and is not covered by the PPP.

Rule 4. Accounting period

The financial year for the PPP is the same as WFCA's financial year.

Rule 5. Member coverage

The PPP will cover debts incurred by members of up to 25,000 USD per debtor.

Rule 6. Contributions

WFCA will determine the annual participation fees.
6.1. The annual PPP participation fee is now set at 500 USD per member. It will be reviewed each year.
6.2. Annual PPP participation fees are due within 15 days of receipt of the PPP invoice, and all bank and transfer costs and fees will be paid by the participant.

Rule 7. Compensation procedures

When the debtor's membership in WFCA is terminated, notification of the termination will be given by email along with a deadline date for making any claim against the PPP. No claim received by WFCA after the deadline will be considered. Participants who apply for compensation must satisfy WFCA that:
- The unpaid invoice relates to services in connection with international shipments.
- The invoice was correctly issued in accordance with WFCA's Rules and Procedures.
- Three reminders were sent at reasonable intervals, the latest being within 90 days of the date of the invoice informing the defaulter that a report would be filed with WFCA.

Rule 8. Operating rules for WFCA

In its report, the PPP participant will formally request WFCA to contact the defaulter and assist in the recovery of the sum or sums overdue. If no request is made within 90 days of the date of the invoice, then the overdue sum will cease to qualify for any compensation. Upon receipt of a request for compensation, WFCA will verify that the creditor complied with the aforementioned procedures, that reasonable attempts to resolve the matter were made and were unsuccessful, and that no claim submitted after the report date as announced by WFCA was taken into consideration.

Rule 9. Conpensation evaluation and calculation

During the first quarter of each financial year WFCA at its sole discretion will review and evaluate every individual claim and the total of claims received the previous financial year, using the following criteria:
9.1. The gross amount of an invoice taken into consideration will be exclusive of local taxes, VAT, and interests/charges for late payments.
9.2. The sum of invoices from any creditor/s will be reduced by the amount of any invoices or charges owed by the creditor/s to the debtor.
9.3. In the event that it becomes necessary to make payments to multiple creditors within the same fiscal year, proportional payments will be made up to a maximum
       limit of 25,000 USD per debtor.
9.4. The compensation will be limited to 80% of available PPP funds. The balance of any monies not distributed in the corresponding financial year will be used to
       increase the PPP funds.

Rule 10. Dispute Resolution Services

In the event of a dispute between two members that cannot be solved amicably, these members will invoke the Dispute Resolution Service, under the terms and conditions established and agreed by all members.
10.1. The unpaid invoice/s relates to a service rendered in conjunction with the shipment documents (Bill of lading, AWB, etc.).
10.2. Services were provided by and at the request of a current member.
10.3. The invoice/s in question meet/s all legal requirements of the country in which it was issued and meets the following minimum requirements:
10.3.1. Complete name and contact information of the company that issued the invoices.
10.3.2. Complete name and contact information of company billed.
10.3.3. Date on which the invoice was issued.
10.3.4. Date of service/s for which the invoice was issued.
10.3.5. Amount billed for the service/s rendered.
10.3.6. Rate quotation details.

Rule 11. Subrogation

Before any compensation payment is required, WFCA will notify the participant of the compensation amount calculated under Rule 10. As a condition of entitlement the participant will accept and will make in writing the irrevocable transfer of its rights against the debtor in these matters to World Food Cargo Alliance.

Rule 12. Administration and operating costs

WFCA will draw on PPP funds to pay legal and other costs incurred in recovering bad debts among members, and to pay expenses incurred in the ordinary management and administration of the fund. A full accounting of these expenditures will be available to all contributors to the PPP.

Rule 13. Effective date

No application for compensation will be accepted in respect of an invoice if the date of the service is prior to the applicant's participation in the PPP.

Rule 14. Acknowlegement of PPP operating regulations

All members will acknowledge that they have read and understood the Rules and Regulations governing the PPP. Acknowledgment will consist of a signed statement indicating consent to participate in the PPP. Members that do not submit this signed statement will not be eligible to receive payment under the PPP.

Rule 15. Payment of PPP claims

Payment of approved claims under the PPP will be made during the first quarter of each calendar year.

Rule 16. Jurisdiction

Any legal disagreement, conflict, dispute, controversy, interpretation or enforcement of any document related to the PPP shall be submitted to the jurisdiction of Hong Kong law courts, to the exclusion of the jurisdiction of the courts of another country.

Rule 17. Disclaimer

WFCA will not be liable for any member's failure to meet its obligations to other members or to third parties. Members understand and agree that the PPP is not an insurance policy and that Disputes Resolution is a service. Both the PPP and the Disputes Resolution Service are resources offered by WFCA to its members.

Rule 1. General Obligations

Members agree to protect the interests and reputation of WFCA within their territories by upholding the highest standards of integrity, quality and customer service.
1.1.The Agents shall actively co-operate in international freight forwarding and logistics services for shipments moving between their respective territories. Each agent
       of the alliance will provide or arrange full logistical services necessary for the movement of freight, via air or ocean or any other means, including ancillary support
       services and timely preparation and transmission of related documentation and/or electronic data.
   a. Each agent will name the other as consignee on any Master Air Waybill, House Air Waybill, Master Ocean Bill of Lading or House Bill of Lading.
   b. The agents agree not to accept co-load cargo from or on behalf of other freight forwarders without first obtaining the consent of the other.
   c. The agents agree that the giving of credit for any freight charge is solely the liability of the agent extending such credit.
   d. All requests for information will be actioned upon receipt by the agent.
1.2.Reporting violations Members will notify WFCA organization when they know or suspect that other members are engaged in dubious business practices of any
       kind, such as charging significantly higher rates than the average market rates in their territories, providing poor service to their customers, or neglecting their
       responsibilities to other members.

Rule 2. Finding members of WFCA

Members will use the Agent Finder tool to locate agents in the pick-up or delivery location of their shipments.
2.1. Procedure for finding a member: When wanting to locate a member representing the alliance in a particular territory, enter the name of the pick-up or delivery
       city in the search box of the Agent Finder tool in WFCA Intranet. The name and location of the nearest members will appear, along with the distance in kilometres
       between the member's location and the origin/destination of the shipment, and a map showing the two locations. Special Case: When a customer's contact person is
       in a location different from the city of pickup or delivery, preference will be given to the member at the location nearest to the contact person, with a view to future
       sales visits.

Rule 3. Informing members of local charges and rates - highly recommended

* Providing local rates and charges is NOT mandatory, however it is highly recommended.;
To speed up response times and help to secure new business, members can, as an option, provide WFCA with a list of their current local charges for departure/arrival of air/sea shipments.* These charges can be posted In the password-protected intranet for other members to view when preparing quotations.
3.1. Contents: This list will include:
       Air import/export
       FCL import/export
       LCL import/export
       THC
       Port Taxes
       Customs Clearance
       Inlands to/from ports/airports
3.2. Exception: Members may negotiate rates for large-volume and complex shipments.
3.3. Confidentiality: Rates published in the password-protected intranet by members are confidential and other members will not disclose them to third parties.
       In the event of disclosure, the offending member will be expelled from the network.

Rule 4. Admission of new members - Membership application procedure

A freight forwarder wishing to join WFCA will complete the online Membership Application form, and will supply all the data and additional documents that may be specified. If selected as a potential member, the applicant will complete and return the Membership Agreement (duly signed and stamped) and the optional Local Charges form.
4.1. Screening of Applicants
4.1.1. Freight Forwarders are eligible to join WFCA based on market status, company size, specialist operations, and existing network affiliations.
       Companies must be in business as freight forwarders for a minimum of 3 years.
4.1.2. WFCA will allow up to a maximum of 5 members in each city unless in well-developed areas where the maximum will be 20 members.
4.1.3 Insurance: Coverage by Errors and Omissions and Freight Service Liability insurance, as detailed below, is optional but highly recommended:
4.1.3.1. Insured Services:
       - Freight Forwarder acting as Agent (Road, Sea and Air)
       - Freight Forwarder acting as Principal (Road, Sea and Air)
       - Non Vessel Operating Cargo Carrier (NVOCC)
4.1.3.2. Trading Areas: Worldwide
4.1.3.3. Limit of Liability:
       - Errors and Omissions minimum coverage limit: 50,000 USD per incident or occurrence
       - Freight Service Liability minimum coverage limit: 200,000 USD per incident or occurrence
4.2. Notification and Admission:
4.2.1. Notification: WFCA organization will decide on new applications and notify the applicant of its decision in writing within approximately 15 days.
4.2.2. Admission: Upon agreement of the rules and regulations laid out in the Membership Agreement, WFCA will admit the new member who will thenceforth hold
       rights to operate as WFCA member in the city and/or territory assigned by WFCA as long as it meets its obligations as set forth in the Membership Agreement
       and Rules and Procedures. All existing members will be notified of the admission of the new member.
4.2.3. Listing: An Agent Profile of each member will be published in the Agent Finder section of WFCA's password-protected intranet, and will be accessible to other
       members. This listing will include the member's trading name, location, contact details, local charges (optional), along with other pertinent information, such as
       any special capabilities or services offered.

Rule 5. Annual membership fee and Payment Protection Program(PPP) contribution

Members who intend to continue as members for another year must order a bank transfer to pay the full amount of the next year's membership fee. If they choose to participate in the Payment Protection PProgram (PPP), they must send a separate transfer of 500 USD in payment of the first annual contribution to the PPP.
5.1. Membership fee amount: The annual membership fee for each territory is 2000 USD. The Membership fee will be revised each year.
5.2. Discounts for referrals: Members who recommend other qualified freight forwarding agents as candidates to join WFCA will obtain a 25% discount on their
       next membership fee for every successful candidate. For those wishing to participate, a Referral Program Form is available in WFCA intranet.
5.3. PPP contribution amount: The annual fee for participation in the PPP will be 500 USD. This amount will be revised each year. Full details of the PPP are available
       on WFCA website under Payment Protection Program (PPP).
5.4. Participation in the PPP: Full members (those who have paid the membership fee and PPP) who are in good standing with World Food Cargo Alliance will be
       covered by the PPP. Agents will lose their coverage if they resign or are expelled from World Food Cargo Alliance for infringing the rules.
5.5. Invoice and payment: Annual membership fee and PPP contributions will be invoiced 30 days before the end of the membership year, and payment by bank
       transfer will be due before the end of the membership year. There will be an additional expense of USD 50 to cover the bank fees.
5.6. Branch offices: Members may register their branch offices in the same country as the principal member. For each branch they register they will pay only 50%
       of the published membership fee for the territory and 500 USD annually as the contribution due from each branch office to the PPP.
5.7. Refunds: No refunds of membership fees or contributions to the PPP will be made to a member who has outstanding payment obligations to other members.
       A member who voluntarily resigns from the network will be refunded 80% of his contribution to the PPP for that year, less a proportion of any claims made against
       the fund. No part of the annual membership fee will be refunded in the event of a member's expulsion or resignation.

Rule 6. Termination of membership

Rule 6-A. RESIGNATION: Any member who wishes to resign from the network must notify WFCA of these intentions at least one month before
       the end of the membership year.
6-A.1. Late notice: If the written resignation is received later than 30 days before the end of the membership year, the member will pay the full membership fee.
6-A.2. Refunds: Members who resign from the network will be refunded their total contributions to the PPP fund, less:
       - 20% of this total, which will be retained by WFCA to cover expenses anticipated to arise in respect of future claims, such as legal or debt collection costs.
       - The member's pro rata share of the total monies disbursed to meet claims made against the fund during the period of their membership.
       The refund --net of these two amounts-- will be made by bank transfer during the first quarter of the calendar year.
Rule 6-B. EXPULSION: Members who are expelled for any of the reasons listed below are liable to forfeit all claims for refund of any part of
       membership fee and their contribution to the PPP fund.
       - Engaging in dubious business practices, rendering poor service, or neglecting responsibilities to other members.
       - Failure to seek cooperate with or request cooperation from other members.
       - Recurrent late payments of invoices issued by other members.
       - Failure to pay invoices issued by other members.
       - Failure to attend two consecutive annual conventions.
       - Failure to actively contribute to sales promotion.
       - Bad faith in a dispute with another member.
       - Recurrent violations of any other rules.

Rule 7. Languange and communications

The English language will be used in all business and institutional communications between members. Members will adhere to the following procedures in their e-mail communications with other members and with World Food Cargo Alliance Head Office.
7.1. Members: The subject line in all e-mail communications between members must begin with the initials "WFCA", followed by the name of the city of origin,
       and then followed by the subject of the email, as shown in the following examples:
       WFCA - Amsterdam / Air rate to Inchou,Korea
       WFCA - Bangkok / 4 * 40'RF to Shanghai,China
       WFCA - Frankfurt / Pre Alert 11 CBM by LCL to Sydney, Australia
7.2. CQR Organization: The subject line of all email communications sent by WFCA will begin with "WFCA - Head Office", followed by the message subject,
       as show in the following example:
       WFCA - Head Office / New member in Singapore.

Rule 8. Sales coordination

All members are obliged to contribute actively to sales promotion and coordination.
8.1. Sales leads: Members agree to provide continuous sales, including sales leads and reports and actively engage in mutual promotions of joint services within their
       respective territory.
8.2. Response time: A member receiving a sales lead will acknowledge receipt on the same day. Within five working days the receiving member will contact
       the customer, visit the customer if necessary, and notify the sending member of the status of the sales lead.
8.3. Buying and selling rates: All Members are to actively pursue, investigate and negotiate the best possible net rates and will provide NET/NET buying rates
       and real selling rates to the other members. For the sake of transparency, at the request of members with whom they have cooperated in a transaction,
       the corresponding members will furnish copies of the respective invoices received from suppliers and sent to customers.
8.4. Quotations: All quotations must show:
       a) the prices offered by at least two different;
       carriers in order to give the buyer a choice;
       b) the currency to be used;
       c) transit time;
       d) route;
       e) airline/shipping line.
8.4.1. Surcharges: Any applicable surcharges such as BAF, CAF, Fuel, Security, Congestion, War Risk, etc. will be those valid at the time of shipment.
8.4.2. Additional costs: The contracting party must be notified of any additional costs that may arise and be asked to approve them. No member may charge for
       services not specified in the quotation or make extra charges that were not submitted in advance to the approval of the contracting party.
8.4.3. Quotation response time: Members will reply promptly to requests for quotations received from other members. Those requests received in the morning will
       be answered on the same day, and those received in the afternoon will be answered by the following morning at the latest.
       Special case 1: When it is not possible to determine the exact cost, and/or in the event of complex shipments, members will ask for extra time to prepare
       the quotation and specify a deadline for submitting it.
       Special case 2: The maximum period for preparing a quotation for major tenders should never exceed ten working days.
8.5.Profit Sharing: For shipments involving cooperation of two members, the following profit sharing rules will apply unless previously agreed with the partner agent:
8.5.1. FOB charge profits: will not be shared, but withheld by the shipper agent at origin.
8.5.2.Destination charge profits: will not be shared, but withheld by the consignee agent at destination.
8.5.3. Freight: Only the profit made from the freight of the shipment will be shared by the members at both ends, as shown below:
       Incoterm Profit Share on Freight
       EXW 50% / 50%
       FCA 50% / 50%
       FAS 50% / 50%
       FOB 50% / 50%
       CFR No Profit Share
       CIF No Profit Share
       CPT No Profit Share
       CFR DAF
       DES No Profit Share
       DEQ No Profit Share
       DDU No Profit Share
       DDP No Profit Share
8.5.4. Prepaid cargo: As a general rule members will not share profits earned from prepaid cargo. However, the destination member may handle the shipment and
       earn a profit by applying market rates to local delivery charges. If the cargo is prepaid but the shipment has been routed, then the destination member will be
       obliged to share the profit earned on the freight.
8.6. Selling Rates: The member coordinating the shipment shall have the final word on selling rates.

Rule 9. Payments

9.1. Means of payment: All invoice payments will be made by bank transfer. All bank fees will be shared so the sender should chose the option "SHA" (Share) when
       making a bank transfer, so the sender and the receiver both pay their own fees.
9.2. Advance notification: An advance copy of the paper invoice will be sent by e-mail to the member being billed on the date the invoice is issued. The member
       receiving the invoice will acknowledge receipt of the e-mail.
9.3. Dates: The dates shown on invoices must match the departure date for exports and the customs clearance date for imports.
9.4. Currency: Payments between members will be made in the currency requested in the invoice. Members may use other currencies only when they have agreed
       to do so in advance.
9.5. Disputes: In the event of dispute over an invoice, the recipient must notify the issuer within 10 working days, clearly explaining the reason for the disagreement.
       After this period no claim will be accepted. If a dispute over an invoice cannot be solved amicably within 45 days, the complainant must file a complaint to the
       Dispute Resolution Service.

Rule 10. Dispute resolution services

In the event of a dispute between two members that cannot be solved amicably, these members will invoke the Dispute Resolution Service, under the terms and conditions established and agreed by all members.
10.1. Agreement to accept resolution: Members requesting this Dispute Resolution Service agree to accept and abide by the decision of WFCA Office and
       to refrain from any further litigation relating to the dispute.
10.2. Fee: WFCA will charge a minimum of 100 USD for rendering this Dispute Resolution Service, to be paid in equal shares by the disputing members. A higher fee
       will be charged if the services of an attorney, expert witness, or consultant are required. Prior to arbitration, each of the disputing members will receive an invoice
       from WFCA for 50 USD, which will be paid by bank transfer.
10.3. Background: Each disputing member will send an e-mail to WFCA Office with details of the reasons of the dispute, along with all supporting evidence.
10.4. Decision: WFCA Office will reach a decision on the dispute and will notify the parties involved within 30 working days of receipt of the last of the relevant
       documents.
10.5. Implementation: Within five business days of receiving notification of the decision reached by WFCA Office, the two parties will implement the decision.
10.6. Bad faith: WFCA reserves the right to expel any member that is found to have acted in bad faith in the course of a dispute.

Rule 11. Attendance of General Annual Meeting(GAM)

Attendance of the annual meeting by a principal or an executive delegate of each member company is mandatory. Members must pay the registration fee in advance, and pay their own travel and lodging expenses.
11.1. Exceptions: Members who submit proof of circumstances justifying their inability to attend at least 30 days before the convention begins may be excused.
       However, conflicting commitments such as trips or meetings, or the failure to obtain a travel visa in time for the convention, will not be regarded as valid excuses for
       failure to attend.
11.2. Penalties: Members who fail to attend the conference without a valid excuse (see 11.1., above) will pay WFCA a penalty of 2,000 USD. Members who fail to attend
       two consecutive conventions without a valid excuse will be expelled from the alliance.

Rule 12. Use of the WFCA Brand

Members will display WFCA logo along with their own company logo in communications with customers, suppliers and the public in general, both to indicate their membership of the alliance and to promote the brand.
12.1. WFCA logo: WFCA logo will be displayed on the member's business cards, e-mail auto-signatures, websites, advertising brochures, invoices, faxes, company
       vehicles, signs, etc.
12.2. WFCA website link: WFCA website link (www.worldfoodcargoalliance.com) and logo will be displayed on the member's website.
12.3. WFCA brand manual: In using WFCA logo and other graphic material, members will adhere to the practices prescribed in the Brand Manual that is available
       in WFCA Intranet.
12.4. Refraining from use:Any freight forwarding company which ceases to be a member of WFCA for any reason will refrain thereafter from using WFCA trade
       name, brand, logo, and/or other network graphic materials.

Rule 13. Advertising & Promotion

WFCA team will assist its members in promoting and strengthening WFCA brand image to their own advantages and that of all other members.
13.1. Member news: Members are encouraged to send news items to WFCA PR Coordinator for publication on WFCA website.
13.2. Press cuttings: Members will make copies of news items published on the basis of the press releases and send them to WFCA PR Coordinator.