FFSI NETWORK SERVICES SYSTEM

FFSI Constitution - Appendices

APPENDIX I - FFSI CODE OF ETHICS
APPENDIX II - FFSI ACCOUNTS SETTLEMENT POLICY (THE "POLICY")
APPENDIX III - CONFIRMATION OF ACCEPTANCE OF FFSI ACCOUNTS SETTLEMENT POLICY (THE "POLICY")
APPENDIX IV - FFSI PAYMENT PROTECTION SCHEME
APPENDIX V - APPLICATION FOR CONTINUED MEMBERSHIP
APPENDIX VI - ACCEPTANCE OF ELECTION / APPOINTMENT TO ACT AS DIRECTOR

1. APPENDIX I - FFSI CODE OF ETHICS

1.	MAINTAIN HONESTY, INTEGRITY AND CONSISTENCY
	:	Operate according to agreed plans and stated shipping procedures
	:	Share profits according to prior agreements
	:	Quote rates in full detail and in a timely manner
	:	Maintain absolute integrity in all matters
	:	Pay all monies due to members according to FFSI Policy, or as per any bi-lateral agreements in place.


2.	COMPLETE TASKS AND OBJECTIVES ON TIME AND KEEP TO YOUR PROMISES
	:	Adhere to deadlines when completing agreed tasks or projects
	:	When any agreed deadline cannot be met inform those parties involved immediately

3.	REACH DECISIONS AFTER EFFECTIVE OPEN COMMUNICATION, LISTENING AND CONSULTATION
	:	Make decisions based on information and in consultation with those directly effected
	:	Avoid aggressive and emotional communications
	:	Listen to all parties involved before making decisions
	:	Respond to all communications as promptly as possible

4.	UNDERSTAND, TOLERATE AND RESPECT CULTURAL, RELIGIOUS AND OTHER DIFFERENCES
	:	Show the necessary respect for diversity

5.	ADD VALUE TO ALL YOUR PARTNERS
	:	Treat all partners with respect and friendliness
	:	Aim to always do things right the first time
	:	Support fellow members to the fullest extent possible
	:	Respect other Members' existing customer base

6.	PROMOTE A STRONG TEAM SPIRIT
	:	Offer assistance whenever possible
	:	Always adopt a positive approach
	:	Be active in promoting sales for mutual growth

7.	LEARN FROM MISTAKES
	:	Learn from your experiences and share these with others
	:	Avoid blaming others for your own mistakes
	:	Accept responsibility and accountability for your actions
	:	Replace excuses with answers
	:	Accept that others make mistakes

8.	BE INNOVATIVE AND CREATIVE; TAKE THE INITIATIVE
	:	Do not hide problems; confront and discuss them openly
	:	Be open to all suggestions and possible solutions

9.	CELEBRATE SUCCESS
	:	Recognise success and give immediate feedback

10.	TO DISPLAY, EXPLAIN AND ENDORSE THIS CODE OF ETHICS TO ALL COMPANY STAFF

	Download FFSI Code Of Ethics

2. APPENDIX II - FFSI ACCOUNTS SETTLEMENT POLICY ("THE POLICY")

1.	INTERPRETATION
	1.1.	"Accountable Transactions" shall mean "Monies" payable and accountable by a "Debit Agent" to a "Credit Agent".
	1.2.	"Credit Agent" shall mean a "Network Office" who is entitled to demand payment of all freight and related charges from a "Debit Agent".
	1.3.	"Debit Agent" shall mean a "Network Office" who is obliged to pay and settle all freight and related charges owed to and payable to a "Credit Agent".
	1.4.	"Defaulter" or "Defaulting Agent" shall mean a "Debit Agent" who has failed to pay as per clause 4.1. stated hereinafter.
	1.5.	"Money" or "Monies" shall mean any amount of money payable to a "Credit Agent" by a "Debit Agent".
	1.6.	"Normal Credit Term" shall mean settlement by the end of any month for the previous month's transactions. However, for ocean freight shipments, the arrival dates of vessels are to be considered as transaction dates.
	1.7.	"Payer" shall mean "Debit Agent".
	1.8.	"Receiver" shall mean "Credit Agent".

2.	SETTLEMENT AND REMITTANCE TERM
	2.1.	A "Debit Agent" shall pay "Monies" due to a "Credit Agent" on "Normal Credit Term" basis.
	2.2.	A "Credit Agent" shall have the right to request settlement forthwith from a "Debit Agent", when "Monies" owing accumulate to an amount of US$30,000.00 or more, and the "Debit Agent" must effect settlement within fifteen (15) days, prior to the expiry of the "Normal Credit Term" period.
	2.3.	When a dispute arises, only the disputed amount is allowed to be withheld. All disputes are to be resolved within thirty (30) days from due date per Clause 1.6. above.
	2.4.	All amounts on invoices of a "Credit Agent" shall be expressed in the local currency of the "Credit Agent" or in the currency acceptable by both the "Debit Agent" and the "Credit Agent".
	2.5.	Settlements to a "Credit Agent" shall be in the form of a bank draft or by telegraphic transfer and in the currency as per the invoices of a "Credit Agent". In the event the "Payer" is unable to settle in a currency other than per the invoices of the "Receiver" due to Central Bank or currency remittance restrictions, both the "Payer" and the "Receiver " must first agree with the exchange rate to be applied prior to effecting the shipment.
	2.6.	Provided the "Payer" settles the full original amount of remittance in the agreed upon currency within the credit term period, any further losses on currency exchange rates shall be borne by the "Payer".
	2.7.	Bank charges related to remittances either by bank drafts or telegraphic transfers shall be by bilateral agreement.

3.	ACCOUNTS RECEIVABLES/PAYABLES REPORT
	3.1.	An "Accounts Receivable/Payable Report" in U.S. dollars must be submitted by all "Network Offices" to "Network Services Office" on a monthly basis and this no later than the fifteenth (15th) day of each month.
	3.2.	Any "Network Office" which fails to submit their "Accounts Receivable Report" for 3 months in any given calendar period shall be disqualified to receive any awards whatsoever from FFSI.

4.	IRREGULARITIES AND DEFAULT ACTION
	4.1.	If a "Debit Agent" fails to make settlements by the thirtieth (30th) day of the month for the previous month's accounts or within seven (7) days after demand under Clause 2.2. hereof, the "Credit Agent" shall report the irregularity to the Network Services Office.
	4.2.	On learning of such failure, the "Network Services Office" shall send to the "Debit Agent" a notice of irregularity for the settlement period in which such failure is notified. The notice shall invite immediate remittance in respect of the accountable transactions and shall request a full written explanation of the "Debit Agent's" failure within fourteen (14) days.
	4.3.	If settlement of the accountable transactions required by Clause 4.2. above is received and if the "Debit Agent" within fourteen (14) days from the date of notification submits a written explanation which satisfies the "Executive Directors" that a bona fide reason caused the failure to settle accountable transactions, no further action shall be taken, and the notice of irregularity shall be removed from the records.
	4.4.	If the written explanation of the "Debit Agent" does not satisfy the "Board of Directors", even after the remittance, the irregularity shall not be removed from the records.
	4.5.	If settlement of the amount involved remains unsettled by fourteen (14) days from the date of the notice of irregularity, the "Network Services Office" shall take immediate and appropriate default action against the "Debit Agent". The "Network Services Office" shall immediately send the "Debit Agent" a notice of default and demand for payment of the full amount involved, as well as any other amounts whether the remittance date for payment is due or not, within seven (7) days and at the same time the "Board of Directors" reserves the right to take the following actions: -
		4.5.1.	notify all "Network Offices" of the "Association" of the default and request submissions of statements of accounts related to the "Defaulter";
		4.5.2.	direct all "Network Offices" of the "Association to withhold any "Money" due to the "Defaulter" by his "Debit Agents" until such time all disputes are settled. The "Board of Directors" have the right to demand all "Network Offices" of the "Association" to remit any "money" due to the "Defaulter" to the account of "FFSI" and the "Board of Directors" can exercise the right to dispose appropriately by a reasonable period as determined.
		4.5.3.	In the event that the payables, due from the "Defaulter", remitted to FFSI falls short of the receivables due to the "Credit Agents", the "Board of Directors" may decide, at its sole discretion, to top up any short fall up to a maximum of US$25,000.00. This amount will come from our "Guarantee Fund" As purposely allowed under Clause 1.3 of the "FFSI GUARANTEE FUND POLICY"
		4.5.4.	Members with bilateral credit arrangements with each other which are outside the "FFSI Accounts Settlement Policy" and "Guarantee Fund Policy" shall not be covered by the Guarantee Fund in the event that one of the agreeing parties to the bilateral credit arrangements goes bankrupt or defaults in payment.
		4.5.5.	Without prejudice the "Board of Directors" may, at its discretion and depending upon the circumstances surrounding the default, remove the "Defaulting Agent" from the "Association's" "Network Offices" Listing;
		4.5.6.	Special arrangements, and if such arrangements are meant to replace Clause 2 above or any sub-clause thereof, on payment agreeable between the concerned "Network Offices" must be filed with the "Network Services Office". Confirmation of Acceptance of FFSI Accounts Settlement Policy (The Policy)" is a prerequisite prior to consideration for admission as a "Network Office" to "FFSI". The prescribed form, per APPENDIX III, confirming acceptance of "The Policy" must be duly completed and filed with the "Network Services Office".

	Download FFSI Accounts Settlement Policy

3. APPENDIX III - CONFIRMATION OF ACCEPTANCE OF FFSI ACCOUNTS SETTLEMENT POLICY (THE "POLICY")

I , ___________________[name of authorised signatory]___________________ , the undersigned , being duly authorised to sign on behalf of ___________________[name of member]___________________ , and having read and understood the terms and conditions of " The Policy " , hereby confirm acceptance of the same on behalf of ___________________[name of member]___________________ .

I fully understand that " The Policy " is to protect all " FFSI " "Network Offices" of the " Association ".

Name of Member	: _______________________________________
Full Address	: _______________________________________
	: _______________________________________
Signature	: _______________________________________
Typed or Printed Name of Signatory	: _______________________________________
Title or Capacity	: _______________________________________
Official chop mark of the "Network Office".
Date of this confirmation and acceptance:	: _______________________________________

Download confirmation of acceptance of FFSI accounts settlement policy

4. APPENDIX IV - FFSI PAYMENT PROTECTION SCHEME

The Scheme has two coverages: 1. GUARANTEE FUND POLICY 2. PAYMENT PROTECTION POLICY
1.	GUARANTEE FUND POLICY
	1.1.	Purpose and Scope of the POLICY
		1.1.1.	The purpose of the FFSI GUARANTEE FUND POLICY is to cover "Creditor Agents" in the event a "Debtor Agent" is "Legally Declared Bankrupt".
		1.1.2.	For this purpose, "Legally Declared Bankrupt" means an entity which through legal process has declared its inability to pay its debts.
		1.1.3.	Furthermore, it is also the purpose of this policy to support the FFSI Accounts Settlement Policy under its clause 4.5.3.
	1.2.	Guarantee Fund Fee
		1.2.1.	Each "Network Office" must subscribe to the Guarantee Fund by paying an annual fee of US$500.00 or such other amount as may from time to time be determined by the "Board of Directors".
	1.3.	Limitation of Compensation
		1.3.1.	The "Guarantee Fund" is a policy to cover a maximum amount of US$100,000.00 for a "Network Office" which is "Legally Declared Bankrupt".
		1.3.2.	The amount of US$100,000.00 will be distributed to the "Creditor Agents" proportionately against the total payables by the "Legally Declared Bankrupt".
		1.3.3.	The "Policy" only covers transactions that are less than 90 days from the date of the execution of transactions.
		1.3.4.	Any "Network Office" which fails to submit their "Accounts Receivable" Report or fails to include the amount of indebtedness of the Defaulter in their report for any of the months covering the claim period shall be excluded from receiving any compensation whatsoever.
		1.3.5.	FFSI will not be liable for any compensation from the date which the "FFSI Network Services Office" (NSO) formally notifies Members that further transactions with any particular "Network Office" is at the sole discretion and risk of Members.
2.	PAYMENT PROTECTION POLICY
	2.1.	Purpose and Scope of the POLICY
		2.1.1.	The purpose of the FFSI PAYMENT PROTECTION POLICY is to cover "Creditor Agents" in the event a "Debtor Agent" is declared a "Defaulter".
		2.1.2.	For this purpose, a "Defaulter" means a "Network Office" is unable to settle whatsoever debts, either to "Network Offices" and/or Association, the "Board of Directors" shall have sole discretion to declare the "Network Office" a "Defaulter".
		2.1.3.	Furthermore, it is also the purpose of this policy to support the FFSI Accounts Settlement Policy under its clause 4.5.3.
	2.2.	Limitation of Compensaion
		2.2.1.	The "Payment Protection Policy' covers a maximum amount of US$50,000.00 for a "Network Office" which is declared a "Defaulter".
		2.2.2.	The amount of US$50,000.00 will be distributed to the "Creditor Agents" proportionately against the total payables by the "Defaulter".
3.	Terms and Conditions on Policies
	3.1.	Only members who submit all their monthly AR reports shall be covered by the Guarantee Fund/Payment Protection Policies. This rule shall commence with the April 2019 report which should be reported by 15 May 2019 or latest 25 May 2019. For the April 1, 2019 to December 31, 2019 period, a member must have submitted all the required reports up to the date of declaration of bankruptcy/default to qualify for guarantee fund coverage for any bankruptcy/default that happens within that period. Henceforth, the 12 months period beginning January 1, 2020 will be the basis of "perfect" submissions under the same foregoing principle.
	3.2.	The "Policy" only covers transactions that are less than 90 days from the date of the execution of transactions.
	3.3.	Members with bilateral credit arrangements with each other which are outside the FFSI Policy shall not be covered by the Guarantee Fund or Payment Protection Policies in the event that one of the agreeing parties to the bilateral credit arrangements goes bankrupt or defaulted.
	3.4.	In the event a member is declared bankrupt or defaulted, the affiliated credit member(s) (inter- companies) may not qualify for any compensation whatsoever.
	Download FFSI Payment Protection Scheme

5. APPENDIX V - APPLICATION FOR CONTINUED MEMBERSHIP

APPLICATION FOR CONTINUED MEMBERSHIP
(Applicable to existing members with expected change of Ownership Structure and Control)

Present Company name of member.
New Company name. (in case the name is changed)
Date of change of name/ownership.
Full details of address, telephone, fax and email address for principal office/headquarters and each registered branch office. (in case of any change)
Sole proprietorship or corporation. If corporation, state the name/s of all shareholders and percentage held.
Names of Directors.
What is the authorized/registered and paid-up capital in U.S. DOLLARS?
Name of Banker with full address and account number if any change.
Name of key executives/managers with title and years of service in the Company if any change.
Submit two (2) names with managerial position who are authorized by your Company to act as the Accredited Representatives for coordination relating to the affairs of FFSI and business with Members.
Total number of staff. State how many sales personnel.

In case the Company Name/Managing Director/CEO are changed, following documents and information must be submitted:-

Certificate of change of name.
Forwarders Liability Insurance Policy.
"FFSI Code of Ethics". (attached for your execution)
"Confirmation of Acceptance of FFSI Accounts Settlement Policy". (attached for your execution)
Name of new Managing Director/CEO. If less than 1 year with the Company, state length of service with the Company and/or in the industry.

I hereby certify that the above information is true and correct to the best of my knowledge and belief and I that am authorized by the Company to file this application and documents.

Submitted by:__________________________________________ Signature:___________________________________________
(Name of Managing Director/CEO)

Date :________________________________________________

Download Application for Continued Membership

6. APPENDIX VI - ACCEPTANCE OF ELECTION / APPOINTMENT TO ACT AS DIRECTOR

TO :	The Board of Directors FETA FREIGHT SYSTEMS INTERNATIONAL

Dear Sirs,

I, _________________________________ hereby confirm that I accept election and appointment to act as a Director of your Company as from . I further confirm that I have read, understand and accept the duties and obligations of a Director as detailed in the FFSI Constitution, and that I believe I have the time available to attend to the affairs of FFSI. I further acknowledge that I shall not either during or after serving any term as a director of FFSI disclose any matter of a confidential nature.

Yours faithfully,

________________

(Signature)

Date: ___________

PARTICULARS

Full Name	: __________________________________
Residential or Registered Office Address	: __________________________________
Telephone No.	: __________________________________
eMail Address	: __________________________________
Nationality	: __________________________________
Passport No.	: __________________________________
Date of Birth	: __________________________________

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