TERMS AND CONDITIONS


Membership Application

1. Members shall be defined as freight forwarding companies (directly involved in the movement, transportation, or distribution of pharma freight/cargo) that are qualified to do business in their local jurisdictions in accordance with local laws.

2. Any freight forwarders are eligible to become a member of MiPharma Global without any exclusion based on market status, company size, specialist operations, and longevity in business or existing agent/partner affiliations.

3. The total number of members shall not be limited.


Application Process

1. Go to our homepage at www.mipharmaglobal.com to register and submit your membership application online. Your privacy is important to us and MiPharma Global is committed to ensuring your privacy is protected. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we have in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information you submit online. We will not sell, distribute or lease your personal information to third parties unless required by law to do so. We may use your personal information to send you promotional information which we think you may find interesting.

2. MiPharma Global shall check at least two references to confirm the financial background and reputation of the applicant. The applicant will be notified on the status of the application within two business days of submission. MiPharma Global has the final right to accept or reject applicants. No reasons will be provided.

3. Applicant will be required to accept the Foreign Corruption Protection Act (“FCPA”) policy upon submission of the online application form. Please read the FCPA Policy before proceeding with the online submission.

4. Membership fees are required to be paid within 14 days of receipt of acceptance.

5. Every new member will receive a Certificate of Membership after acceptance and payment of membership fees. You may choose to frame up the certification display.


Membership Fees

1. Membership fees will be billed annually from the date of acceptance.

2. Membership will automatically be renewed unless it is cancelled in writing to your respective sales contact three month prior to expiration.

3. Renewal Membership fees are payable within 14 days.

4. If renewal membership fees are not received within 14 days of the due date, it is the right of MiPharma Global to invoke the following:

a. A final reminder for payment will be sent to the member and payment must be received within seven business days of that alert

b. If the amounts are not received then the member will be flagged as “payment critical”.

5. Resignation or revocation of membership during the year will not entitle the member to any refund of the annual fees.

6. Annual fees are not transferable under any circumstances.

7. An announcement of new member(s) joining the MiPharma Global will be distributed globally when the initial membership fee is received.


Membership Benefits

1. Membership benefits are listed on the MiPharma Global website and are continuously being updated. Visit www.mipharmaglobal.com for more details.

2. Some of the member’s benefits shall be assumed voluntary at this time although, upon implementation, could become mandatory at the discretion of MiPharma Global. The benefits shall be covered by an amendment to this membership agreement.

3. Members are encouraged and urged to promote the name and logo of MiPharma Global on all correspondences such as letterhead, stationery, business cards, email signature, etc. and use every opportunity to create exposure for themselves, MiPharma Global and its other members.

4. The Marketing Communications Department of MiPharma Global will work directly with all members to ensure the right corporate identity in all communication materials are in place.


Termination and Revocation of Membership

1. Membership of MiPharma Global shall be terminated in event of any of the following:

a. Voluntary resignation of the member.

b. Non-payment of the initial membership fees and setup fees within 14 days after being advised that the applicant has been accepted for membership.

c. Non-payment of annual fees within the time frames indicated.

d. Dissolution of a company based on cessation of trading for 10 or more consecutive days or taking an affirmative step to affect dissolution.

e. Continuous non-responses to accounting, operational or MiPharma Global matters, violation of any provisions of this membership agreement that are deemed by MiPharma Global – at its own absolute power and discretion – to warrant such revocation.

f. The member failing to maintain a high standard of professional conduct as established by MiPharma Global which results in excessive numbers of nonconformities being raised against it by other members.

g. Failure to adhere to accounting and settlement requirements.

h. Failure to maintain necessary local operational licenses or permits.

i. Any principal of a member having or assuming a leadership position or ownership in a network that competes directly with MiPharma Global.

2. In the event of termination or revocation of membership – for whatever reason(s) – the member agrees to remove the MiPharma Global name, logo etc. from its all correspondences, literature, publicity materials, etc. and to refrain from the active solicitation of businesses under the name and good-reputation of MiPharma Global.

3. Members agree that all actions taken by MiPharma Global in respect of membership shall be final and binding. There shall be no mechanism to appeal such decision.

4. Members agree that MiPharma Global shall inform all existing members of the termination or revocation of membership stating the reasons for such occurrence (although MiPharma Global shall not be obligated to provide full details of such reasons).

5. If a member registers or is a known equity holder of another freight/logistics network they will be terminated immediately.


Referral Policy

Members are encouraged to promote MiPharma Global to their own existing partners and agents to create a truly world-class global network powered by technology that delivers greater visibility, connectedness, efficiencies and opportunities for professionals in the logistics and supply chain management industry.


Conferences

1. All MiPharma Global members are invited to attend the annual global network conference that will be held each year. Members are expected to send at least one representative to attend. There are no limits on the number of representatives each member can send.

2. Additional regional meetings may be organized as needed.

3. Conference dates will be shared with members once they are available. MiPharma Global reserves the right to change the date if circumstances require it. Members will be notified of any changes to conference dates as soon as they are available.

4. Conferences are held primarily to allow members to meet face-to-face to discuss existing and new businesses and relationships. MiPharma Global generates ample opportunities for members to pre-plan, coordinate, network and schedule one on one meetings.

5. Unless annual fees are paid in full, members will not be allowed to participate in conferences.

6. Members are expected to cover the cost of the following when attending the conference

a. Room charges (inclusive of full international breakfasts) during the conference

b. Airfare to and from conference venue

c. All “travel and entertainment” incidentals

d. Conference registration fees per attendee which covers:

i. Conference package (inclusive of coffee/tea breaks) - Min 2 days, Max 3 days

ii. Lunches during the conference days

iii. One welcome party / cocktail and one/two evening dinner depending on the flow of the program for the conference (inclusive of food and beverages)

iv. Any other items clearly defined as part of the program by MiPharma Global

7. Registration/delegate fees must be paid in full prior to the commencement of the conference.

Sponsorship packages/program for the conference will be available for partners who like to raise their company’s profile or to enhance their brand (Type of sponsorship packages/program will be shared prior to the conference and offered on a first come, first served basis) .


C-Guard

The Financial Protection Program (C-Guard) exists to provide compensation for funds lost due to non-payment of invoices for the handling of transactions between participants of the C-Guard scheme. C-Guard is not a cargo insurance or any other kind of related insurance and is not mean to replace such instruments.


It is mandatory to be covered by C-Guard. C-Guard is in place with the three aims of protecting members’ companies from bad debts caused by dealing with disingenuous partners, protecting third-party member companies from poor and irresponsible business practices of their partners and protecting the Member Network from liability related to member-to-member transactions.


Disputes and Arbitration

1. MiPharma Global is available to use its independent status to resolve disputes and differences between members. MiPharma Global is committed to be fair and equal in establishing a win –win solution for the disputes and differences between members.

2. Should this service be required, both parties must agree in advance to accept the majority decision of MiPharma Global without resorting to further litigation

The fee for this service will be a minimum of US$1,000 payable equally between the two contesting parties. This fee may be higher depending on the specific details of the dispute presented to MiPharma Global.


MiPharmaGlobal Organisation

1. MiPharma Global is trademark of Innovation Transportation Ltd. headquartered in Hong Kong: Rm 601, 6/F., Tai Tung Building No. 8, Flemming Road Wanchai, Hong Kong.

2. MiPharma Global shall have the power and authority to establish working committees.


Accounting and Settlement

It is expected that members of MiPharma Global shall adhere to industry acceptable accounting and settlement standards unless separate agreements are in place between members.


Nonconformity System

1. Members are expected to issue sales, operational and financial nonconformities against other members with a copy to be sent to MiPharma Global. Examples of nonconformities are:

a. sales nonconformities: Failure to action routing orders, failure to respond promptly to sales inquiries

b. operational Nonconformities: Failure to issue pre-advices

c. misrated HAWBS or OBLS

d. failure to issue or incorrect profit sharing

e. failure to supply necessary documents

f. financial Nonconformities: Failure to make prompt monthly settlement

g. failure to timely pay conference fees or annual fees, etc.

2. The intent of nonconformities are:

a. To maintain and improve the quality of the MiPharma Global

b. To provide advance notice of problems occurring with a member

3. MiPharma Global shall monitor nonconformities received and shall take appropriate action – up to and including revocation of membership – against the offending parties.


Website

1. MiPharma Global shall maintain a web-site at www.mipharmaglobal.com which shall:

a. Attempt to solicit business from the shipping public and such information shall be forwarded onto all relevant members in that specific city/country. If there is more than one member in a specific city, MiPharma Global will either distribute the quotes to all members, or alternate sending quotes between members.

b. Provide the shipping public with information concerning MiPharma Global and its members (their contact information/ corporate web sites etc), as well as links to other sites of interest.

2. Members are responsible for advising MiPharma Global about any updates and changes to their communications profile via email [email protected].


Miscellaneous

1. The business language of MiPharma Global shall be in English.

2. All rights and interest in the name MiPharma Global and associated logos are owned by MiPharma Global with trademark pending.

3. Communications shall be primarily by email. Members are expected to maintain an email account and the facility to access attachments in either Microsoft Word or Excel.

4. The Governing Law of MiPharma Global shall be that of Hong Kong.

5. MiPharma Global may change its location, telephone, fax and other contact details as may be deemed appropriate by MiPharma Global, at his discretion, with notification to all members.


Legal Liability

1. MiPharma Global shall not be responsible for any damages or legal claims beyond the amount of the annual fee paid in the preceding year by the specific party.

Members shall not, solely because of membership in MiPharma Global, be personally liable for any debts, obligations or liabilities of MiPharma Global.