TERMS & CONDITIONS
TLN welcomes both newly established as well as long-established businesses in freight-forwarding and logistics & supply chain from all around the world.
By joining and signing the application form of Trust Logistics Network (hereinafter referred as TLN), you agree to be abided by the below Terms and Conditions and General Regulations. Any violations of this agreement may result in termination of membership.
A. STANDARD CODE OF CONDUCTS (COC)
1. The Membership Application Form (hereinafter referred to as the “Application Form”) shall be read, understood and completed by potential members. Freight forwarder and/or logistics companies wishing to join TLN are responsible for furnishing details that are true and correct and to declare in advance any conflicts of interest with Trust or its current members. The information required will include but not limited to all licenses and/or documents such as current FIATA, IATA or other equivalent certificates and sector references.
2. Members shall be provided with a copy general terms and codes (hereinafter referred to as the “T&C”) of TLN and Payment Protection Program Terms & Conditions.
3. Trust’s Board will decide and review new applications and notify the applicant of its decision within the minimum time possible. In the event that your application is approved, potential Members are required to settle all relevant payments necessary before they are admitted as Members of TLN. Upon successful receipt of the Application Form and the relevant payments, Members will be bound by these T&C.
4. The evaluation process for new applicants may require other financial reports and information, as well as the services of a professional independent credit risk assessor if needed to prove applicants are stable and solvent. TLN, hence, can require any survey documents and/or information from any members to perform random Quality Controls. This Quality Survey Control is mandatory and the member must provide TLN with all required documents within the date assigned and the guidelines given.
5. TLN keeps our monitoring on members’ financial situation continuously and analyzing members’ transactions in the group, even for old members. All these transactions will be traceable and reported to members.
6. TLN will take required actions because of the result of any member’s evaluation, including revocation of membership with immediate effect.
7. Recruitment of Members in TLN is restricted to 4 to 5 members per country. An exception of over 5 members per country applies to bigger countries like China, India and the United States of America. The number of members recruited by TLN from each country remains at the sole discretion of TLN and is subject to change.
8. Members are invited to use the TLN logo on letterheads, business cards and internet appearances, during their membership.
9. By submitting company news, photos, logos or press releases to TLN, implicit permission is automatically given for TLN to use these materials in group promotion, website and newsletter use.
10. Trust owns all rights, title and interest in the name “TRUST LOGISTICS NETWORK” and associated logos.
11. These T&C shall be binding on all Members of TLN who have attested and declared their acknowledgment to abide by these T&C at all times by signing on the Application Form as well as the Acknowledgment Form at the time of application as a Member of TLN.
B. TERMS & CONDITIONS (T&C)
1. Loss(es) and damage(s) of cargo
a. TLN is not responsible for any damages and legal claim and debts, obligations, and liabilities of members
b. TLN is not a provider of insurance services and consequently, TLN is not liable and responsible for any loss(es), damages, delay and/or such claims suffered and/or caused in member’s business transaction, including but not limited to the following events:
- Any loss(es) of profits that Members suffer or any special, incidental or consequential damages arising out of or in connection with or as a result of any business transaction with one another.
- Any loss(es) caused and/or suffered by its Members as a result of their own acts in relation to each other, save for reviewing and considering claims by Members against the non-payment of direct freight-forwarding costs by other Members
- Any loss(es) and/or damages suffered by its Members as a result of any acts done by third parties, nor will it be responsible for any losses and/or damages caused to third parties as a result of any acts done by its Members.
c. In no event shall TLN be responsible in any form of compensation to Members from any claim or demand, which includes attorneys’ fees or the cost of commencing legal proceedings, which Members of TLN may seek for any reason.
d. No claims are allowed for damage(s), loss(es) and/or delay of the shipment. Members are responsible for ensuring third-party liability cargo insurance prior to every shipment with TLN partners.
2. Termination of membership
a. Under all circumstances, termination and/or cancellation of membership during the membership year/period does not entitle any fees refunded and/or transferred to others.
b. Without limiting the generality of anything in these rules, TLN is entitled to terminate membership with its member, in whole or in part with no refund of the Membership Fee, immediately by notice in writing on the following events:
- The Member (including any its branches and/or subsidiaries) is in breach of any term of these T&C and such breach is not remedied within 30 days of notification by TLN.
- The Member becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
- The Member, being a partnership, dissolves, threatens or resolves to become or is in jeopardy of dissolving
- The Member ceases or threatens to cease conducting its business in a normal manner; and/or upon the commencement of the liquidation or bankruptcy of the members.
- Upon a dis-continuation or non-settlement of membership fee after 3 reminders are sent to the Member
- The Member distributes any information obtained by way of its membership with TLN to non-members of TLN
- The Member engages in any misconduct and/or conduct unbecoming and/or conduct unbefitting of a Member of TLN, where “conduct unbecoming and/or conduct unbefitting” means conduct that is in the view of the Council of TLN to be contrary to the interest of other Members of TLN and TLN itself; or in the opinion of the Council of TLN to harm the image and standing of TLN in the eyes of other members and/or the public; and/or
- The Member and/or Members organize and/or howsoever get involved with other Members of TLN with respect to and/or howsoever in connection with any dispute, discussions, gatherings which the Council of TLN and Members of TLN find to be prejudicial or to the detriment of TLN.
- TLN may terminate any Member with immediate effect, without the need any reason and/or explanation whatsoever. TLN may also terminate any Member if it is the view of the Council of TLN to be contrary to the interest of other Members of TLN and TLN itself; and/or in the opinion of the Council of TLN to harm the image and standing of TLN in the eyes of other Member(s) and/or the public.
c. TLN reserves the right to cancel the membership without member ship refunded and transferred if TLN Admin receives and report and/or notice of three (3) continuous outstanding payments and/ service complaints against a Member.
d. Any Member may terminate its membership with TLN by giving a 30 days-notice in advance via electronic email, without the need for any reason and/or explanation whatsoever without the membership fee being refunded and/or transferred.
e. Resigning Members are required to settle all outstanding invoices and/or debts owed to existing TLN Members. Similarly, any outstanding amounts owed to Resigning Members have to be settled by TLN Members without any delay.
f. An acknowledgment by TLN shall be issued to the Member within 30 business days of TLN’s receipt of the Termination Notice. Member’s name shall then be removed from TLN and official notice of termination will be updated to the whole network.
3. Members’ obligations
a. Members shall obey and be abided by TLN’ Standard COC and T&C
b. Members shall pay their Membership Fees promptly each year without delay when their annual renewal fees are due.
c. Members must be privately owned companies, partnerships or corporations, authorized to do business in accordance with their judicial and legal framework.
- Members may only represent areas where the office is wholly owned or operated by them, and not just an “address” for cargo handling. Members may not promote offices in countries where they do not have official representation.
d. Members accept and understand that all transactions are undertaken at their own risk and judgement and that, under no circumstances, TLN can be held responsible.
e. Members are obliged to offer new business to their fellow partners and must actively support their fellow members to generate new business. Members commit themselves to being active in doing sales for other members.
f. Members shall treat all other Members with respect and dignity and assist other Members with any queries they may have, even if no business transaction takes place. Communication efficiently and promptly within a maximum of 24 hours is encouraged between all members.
g. Payment Settlement: As per IATA/FIATA rule, all freight payments must be settled to the agent even if the cargo is damaged or delayed. Any claims due to damage or delay must be routed through an insurance company.
h. Problems regarding reliability or financial issues, including unreasonable delay of payment that is beyond due date by any members, must be reported immediately and officially to TLN Board and Admin in order to take the required actions (not later than 10 working days)
i. Members shall actively inform and notice TLN of any changes and updates in their contact details and company’s profile so that the Member’s data is updated and current.
j. Members shall not organize and/or howsoever get involved with other Members of TLN with respect to and/or howsoever in connection with any dispute, discussions, gatherings which the Council of TLN and Members of TLN find to be prejudicial or to the detriment of TLN.
k. Members pledge a standard of competence to their customers (to perform in a conscientious, diligent and professional manner all services undertaken on the customer’s behalf).
l. Members pledge to hold in strict confidence, all information acquired in the course of the relationship concerning the business and the affairs of customer.
m. Members acknowledge that to the extent that TLN has made any representations which may or may not have been otherwise expressly represented by TLN and/or as stated in these T&C, Members have been provided with an opportunity to verify the accuracy of these representations that Members obtained and/or utilized through TLN.
n. Members accept that their correspondence or business dealings with exporters/importers receive from or through the “Trust” website, including payment and delivery of related goods or services, and any other terms, conditions, damages, disputes, warranties or representation associated with such dealings, are solely between the said members and such exporter/importer company. Trust holds no responsibility in these events.
4. Members’ mutual agreement
a. Mutual transaction between Trust members is abided by mutual agency agreement between two parties without Trust’s involvement and/or responsibilities and/or commitments. The mutual agreement should cover and determine these points prior to any transaction to ensure smooth business cooperation between all parties:
- Sales agreement and Profit Share
- Payment terms and settlement: TLN suggests that payment term between Members should not exceed 30 days from the date of monthly SOA (Statement of Account) and/or the date of invoice, whichever is earlier. Alternative payment terms must be previously agreed between both relevant members, prior to acceptance of the consignment and these operations will be for Members’ own responsibilities.
- Credit limit: The recommended credit amount between should not exceed USD 7000. Credit offers beyond the recommended amount must be agreed mutually between the companies before accepting the shipment. The payment protection will not be authorized beyond the recommended credit limit. Whenever the outstanding exceeds USD 7000 and contra balance has already been used, it is as request that an immediate settlement must be made even though the monthly statement has not yet been prepared or completed. The above said credit limit can be discussed and adjusted subject to members’ mutual agreement and the agreement will be for Members’ own responsibilities.
- If for any reason a Member has the policy to not extend credit to another member, this must be clearly indicated in advance on their quotation for mutual agreement.
b. TLN cannot be held responsible in case of commercial and/or financial obligations that are not met by TLN Member(s).
5. Fee Policy
a. Each member shall pay an annual membership fee per company. This includes head office and additional branches within the same country.
b. Membership fee covers a full year period (12 months) and is not transferable or refundable, for beginning and renewal of membership.
- Membership will be automatically renewed every year.
c. TLN may apply special promotions or discounts to the annual membership fee attending to development strategies.
d. The AGM attendance fee may be increased at any time during the year and the increase shall not exceed 10% in a single year (not including reduced or promotional fees).
e. Members must accept and settle their own bank charges for any banking transaction taking place.
f. Settlements shall be received within 7 days from billing (invoice) date and 30 days before the expiry of the membership period. After the following 7 days of billing if the payment has not been made membership will be annulled.
6. Annual General Meeting
a. TLN shall organize an Annual General Meeting (hereinafter known as the “AGM”) to provide an avenue for Members to promote their services and discuss potential business opportunities. All valid members can attend and are encouraged to attend Trust Annual Meeting (hereinafter known as the “AGM”) as well as making presentations on specific topics for the interest of TLN Members during meeting time.
b. Both membership fee and attendance fee are required be settled fully prior to AGM
c. Members’ delegates shall pay their own expense to travel and accommodation to attend the AGM without TLN’s involvement in these expenses.
7. Legal liability & Arbitration
a. In no event shall TLN, our employees and/or our suppliers will be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or this agreement however arising, including negligence.
b. The Code and these Rules and any other information are governed by the laws of the Socialist Republic of Vietnam. By using this form, you submit to the exclusive jurisdiction of the courts of Vietnam
c. In the event that the T&C and Standard Code of Conducts contradict one another, these T&C shall prevail between them.
8. Financial Protection
TLN presents its members with the Financial Protection Program. Policyholders are able to claim up to USD 5,000 per year, subject to type of your membership***. The purpose of the program is to boost bilateral relationships between members by providing compensation in cases of unpaid invoices due to bankruptcy by other members.
Financial protection program is applied for valid members who already completed their first year of membership in TLN and finished payment of renewal membership.
a. ***Verify your company is under Payment Protection: Each member is entitled to offer credit limit as follows:
- Maximum claim amount allowed of USD 2000 per year for Basic Member
- Maximum claim amount allowed of USD 5000 per year for Verified Member
- Maximum claim amount allowed of USD 1000 per year for First year-free Members
b. TLN does not accept claims from members who is not eligible for Freight Protection Policy (less than one-year membership)
c. Members must report to TLN Admin if there is any unreasonable delay of payment by fellow partners in the group, and TLN Admin will follow up and assist further.
d. Terms and conditions
- The Freight Protection Plan is applicable for business from the date of a valid protection policy. Claims cannot be accepted if the business was done before the policy’s commencement date.
- This program is applicable for freight payment defaults only. Cargo claims, Container demurrage, customs penalties or any other fines and loss are not covered in this program. Members can obtain cargo insurance and third- party liability insurance separately.
- To prepare for compensation, the following documents are required:
⇒ Unpaid invoice related to freight forwarding, project handling, or transportation.
⇒ Statement of Account (SOA)
⇒ Copy of three (3) reminders (at least) sent in reasonable intervals.
⇒ The claim process will be fastened if Member can submit other proof proving that their partners are unable to settle, such as bankruptcy declaration (verified); official certificate of balance (by registered beneficiary bank), …
- Creditors must report the default within 60 days from the date of the invoice.
- In the event of any payment issue and/or disputes incur, Members shall corporate to solve the issues based on mutual agreement in 45 days from the invoice date. If the outstanding payment cannot be solved and/or collected after 45 days and 3 reminders (at least) sent in reasonable intervals, Members can file claims to Trust. TLN will review and response accordingly within 45 business days upon receipt of full and valid document required. No claims shall be accepted by TLN if the invoice is less than 45 days old.
- Each case will be evaluated by an administrator for approval. The admin office will appoint collection agency to recover payment if any. In the event that the collection is unsuccessful, TLN will proceed the compensation. The compensation procedure takes approximately 45 business days to complete, upon receipt of full and valid document required.
- Before offering or accepting business, members are requested to check the TLN group directory and confirm if the member holds a valid membership in the group.
- Members will not be entertained to do business or claim for the protection program even after the notification of any suspended/terminated member of the group is announced. Members are requested to carefully read each announcement/circulation message from TLN admin and forward the same to their respective department in their office.
- By being a member of the TLN, one agrees to and accepts above terms and conditions.
9. Force majeures
a. Neither the Member nor TLN will be liable for any delay or failure to perform its obligations pursuant to these Rules if such delay is due to Force Majeure, where “force majeure” means a circumstance beyond the reasonable control of TLN’s Management and its members which results in the Member and/or TLN being unable to observe or perform an obligation on time under these Rules.
Such circumstances shall include but not be limited to:
- Acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and
- Acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and Strikes.
b. If a delay or failure of a member to perform its obligations is caused due to Force Majeure, the performance of that Party’s obligations will be suspended.