SAFE Payment Protection
Overview
SAFE Payment Protection (“SAFE”) is a proprietary payment monitoring, credit-risk mitigation and member support programme operated by Executive Networks Limited, trading as Neutral Air Partner (“NAP”), exclusively for eligible NAP members.
Terms & Conditions
1. NATURE AND PURPOSE OF SAFE
SAFE is designed to assist NAP members in mitigating certain credit risks arising from qualifying commercial transactions conducted directly between registered NAP members.
SAFE is not an insurance policy, insurance product, insurance brokerage service, bank guarantee, surety, financial guarantee, escrow arrangement or unconditional guarantee of payment.
Participation in SAFE does not create an automatic entitlement to reimbursement or payment.
Any payment made under SAFE is subject at all times to these Terms & Conditions, the eligibility and validity of the relevant transaction and claim, compliance with SAFE procedures, the applicable individual member protection limit, the availability of the annual SAFE protection fund, and final approval by NAP.
Participation in SAFE is mandatory for NAP members and is subject to a separate annual participation fee.
2. SAFE PROTECTION LIMITS
Subject to these Terms & Conditions, an eligible member may qualify for payment protection based on its completed years of continuous active NAP membership:
- 1 completed year: up to USD 25,000
- 2 completed years: up to USD 50,000
- 3 completed years: up to USD 75,000
- 4 completed years or more: up to USD 100,000
These amounts represent the maximum potential protection available to an individual eligible member and do not constitute guaranteed or automatically payable amounts.
Maximum Annual SAFE Protection and Payout
The maximum aggregate annual protection and total payout available under the SAFE programme shall be USD 500,000 (USD 0.5 million) per calendar year, covering all approved and eligible SAFE claims collectively.
The USD 500,000 annual limit represents the absolute maximum aggregate amount that may be paid by SAFE during any calendar year, irrespective of the number, value or timing of claims submitted or approved.
Where the total value of approved eligible claims exceeds the remaining annual SAFE protection available, NAP reserves the right to reduce, defer or allocate payments among eligible claimants on a pro-rata basis, or in such other reasonable manner as NAP may determine in accordance with these Terms & Conditions.
Once the USD 500,000 annual SAFE protection and payout limit has been exhausted, no further SAFE payments shall be due or payable for that calendar year.
Under no circumstances shall Executive Networks Limited / Neutral Air Partner be required to make aggregate SAFE payments exceeding USD 500,000 in any calendar year.
Non-Accumulation of Annual SAFE Protection
The maximum aggregate SAFE protection and payout of USD 500,000 applies separately to each calendar year and is strictly non-cumulative.
Any unused, unclaimed or unpaid portion of the USD 500,000 annual SAFE protection limit shall expire at the end of the relevant calendar year and shall not be carried forward, transferred, accumulated or added to the SAFE protection available in any subsequent year.
For the avoidance of doubt, the maximum SAFE protection available in any calendar year shall remain USD 500,000 for eligible and approved claims, irrespective of any unused protection available in previous years.
3. ELIGIBILITY
A SAFE claim may only be considered where:
- both parties to the transaction were active and fully paid NAP members at the time the relevant transaction occurred;
- the claimant member was enrolled in SAFE and had paid all applicable NAP membership and SAFE participation fees;
- the transaction occurred directly between registered NAP member entities or registered branches;
- the transaction and applicable credit terms comply with the standard NAP credit terms or with a separate written credit agreement entered into between the two members;
- the applicable credit exposure complies with the SAFE limits set out in these Terms & Conditions;
- the relevant invoice was issued within seven (7) business days following the shipment’s departure or arrival;
- the debt has been properly reported through the NAP Credit Alert System within the required reporting period; and
- the claimant member has complied fully with all SAFE procedures and these Terms & Conditions.
Compliance with the above requirements permits a claim to be considered but does not automatically create an entitlement to payment.
QCargo verification: To be eligible for SAFE protection, both the claimant member and the debtor member must have successfully completed and maintained valid QCargo verification as required by NAP.
4. CREDIT ALERT REQUIREMENT
Members must report overdue receivables through the NAP Credit Alert System.
A Credit Alert relating to a potential SAFE claim must be submitted not earlier than sixty (60) days and not later than ninety (90) days following the contractual invoice due date.
Failure to submit the Credit Alert within this period may result in the claim being rejected.
The claimant member must provide all documentation reasonably requested by NAP, including invoices, statements of account, airway bills and shipment documentation, correspondence between the parties, applicable credit agreements, evidence of agreed payment terms, and evidence of reasonable collection efforts.
NAP may request additional information or documentation at any stage of its investigation.
5. CREDIT TERMS, TRANSACTION AND INVOICE LIMITS
Unless different credit terms have been expressly agreed in writing between the two members, the standard credit terms applicable to transactions between NAP members shall be strictly thirty (30) calendar days from the invoice date, with a maximum aggregate outstanding credit exposure of USD 25,000 between the two members at any time.
Where the parties have entered into a separate written credit agreement, the credit terms and credit limit agreed between them shall apply to their commercial relationship.
Default Terms Where No Separate Written Agreement Exists
Standard Credit Terms: 30 calendar days from invoice date
Maximum Credit Exposure: USD 25,000
Members shall not extend additional credit where the total outstanding balance between them has reached USD 25,000, unless a separate written credit agreement providing for a higher credit limit has been entered into between the two parties, or prior written approval has been obtained from NAP Management.
For the avoidance of doubt, any separate agreement between two members to extend credit beyond USD 25,000 does not automatically increase the amount eligible for SAFE protection. SAFE protection remains subject to the applicable individual SAFE protection limits, annual programme limit and all other provisions of these Terms & Conditions.
Single Shipment / Invoice Limit
SAFE shall not apply to any single invoice exceeding USD 15,000 per shipment, unless the higher amount has been expressly approved in writing by NAP Management before departure of the relevant shipment.
Requests for higher-value shipment protection submitted after shipment departure shall not be accepted retrospectively.
Any approval granted by NAP Management shall apply exclusively to the specific shipment, transaction and amount expressly approved and shall not constitute a permanent increase in the member’s SAFE protection or credit limit.
Splitting, restructuring or artificially dividing invoices, shipments or transactions for the purpose of circumventing the USD 15,000 per-shipment limit or applicable SAFE protection limits is prohibited and may result in rejection of the entire SAFE claim.
6. REGISTERED ENTITIES AND BRANCHES
SAFE applies exclusively to legal entities, offices and branches formally registered with NAP.
Invoices must be issued to or by the legal entity identified in the applicable NAP Membership Registration Agreement.
Transactions involving unregistered subsidiaries, affiliates, representative offices or branches shall not qualify unless expressly approved in writing by NAP.
Where shipment documentation identifies a different entity or branch from the entity appearing on the commercial invoice, NAP may investigate the transaction and reject the claim where the documentation does not reasonably establish that the transaction falls within SAFE.
7. COVERED CREDIT EVENTS
SCOPE OF SAFE PROTECTION
SAFE protection applies exclusively to eligible transactions relating to airfreight and first-mile and/or final-mile transportation and logistics services directly connected to an airfreight shipment.
For the avoidance of doubt, SAFE is intended to protect qualifying member-to-member receivables arising from air cargo activities and directly related origin or destination ground services forming part of an airfreight movement.
SAFE does not extend to other transportation modes or standalone logistics activities that are not directly related to an eligible airfreight shipment.
Subject to all other provisions of these Terms & Conditions, SAFE is intended solely to address qualifying unpaid commercial debts arising from circumstances including:
- bankruptcy;
- insolvency;
- cessation of business;
- delinquent or defaulted commercial debts; and
- prolonged non-payment of undisputed invoices.
SAFE does not cover operational, commercial, service-performance or cargo-related liabilities.
8. EXCLUSIONS
Unless expressly approved in writing by NAP, SAFE does not apply to claims arising from or relating to:
- disputed invoices;
- service-level or performance disputes;
- cargo loss, shortage or damage;
- personal effects;
- perishables;
- temperature-controlled cargo;
- pharmaceutical or healthcare cargo;
- time-critical shipments;
- valuable cargo;
- live animals;
- dangerous goods;
- events and exhibitions cargo;
- dead freight or cancellation charges;
- marketplace or e-commerce platform transactions;
- third-party liabilities or damages;
- currency fluctuations;
- consequential, indirect or economic losses;
- loss of profit or business opportunity;
- goodwill or voluntary commercial payments;
- penalties, fines, legal costs or interest;
- fraudulent, unlawful or prohibited transactions;
- sanctions-related transactions; or
- transactions already fully indemnified or recovered under another insurance policy, guarantee or payment-protection programme.
ADDITIONAL TRANSPORT MODE EXCLUSIONS
In addition to the other exclusions contained in these Terms & Conditions, SAFE specifically excludes transactions, invoices, debts or receivables arising from:
- Ocean freight / sea freight, including FCL, LCL and related ocean transportation;
- Air charter operations, including full charter, part charter, charter brokerage and related charter commitments;
- Standalone road freight / trucking not directly connected to the first-mile or final-mile movement of an eligible airfreight shipment;
- Rail freight or rail transportation;
- Multimodal transportation where the principal transportation service is not airfreight; and
- Any other transportation or logistics service that is not directly connected to an eligible airfreight shipment.
For clarity, first-mile and final-mile road transportation is eligible only where it forms an integral and directly identifiable part of the underlying eligible airfreight shipment.
NAP may establish additional requirements or exclusions for special cargo or higher-risk transactions.
9. OTHER INSURANCE OR PAYMENT PROTECTION
Where the claimant member benefits from trade-credit insurance, bad-debt insurance, a financial guarantee, another logistics network’s payment-protection programme or any similar protection relating to the same debt, such protection must be fully disclosed to NAP.
The provisions of Clause 21 – Prior Membership in Other Logistics Networks shall apply where both members participate in another qualifying logistics network.
SAFE shall only consider the portion of an eligible loss that has not been compensated or recovered elsewhere.
Double recovery is strictly prohibited.
Failure to disclose another applicable insurance, guarantee or payment-protection arrangement may result in rejection of the SAFE claim and may constitute a breach of NAP membership obligations.
10. INVESTIGATION AND DETERMINATION
NAP shall have the right to investigate every SAFE claim and may contact either party, request supporting documentation, verify transaction and shipment records, verify membership and payment history, request additional explanations from either party, and seek independent professional or legal advice where appropriate.
NAP may suspend consideration of a claim where information is incomplete, the debt is disputed, litigation or arbitration is pending, fraud or misrepresentation is suspected, sanctions or regulatory issues arise, or additional investigation is reasonably required.
NAP’s determination regarding eligibility and the amount payable under SAFE shall be final, subject to applicable law.
11. ASSIGNMENT AND HANDOVER OF RECEIVABLES TO NAP
As a mandatory condition for receiving any payment under SAFE, the claimant member shall formally assign and hand over to Executive Networks Limited / Neutral Air Partner the relevant outstanding receivable and all associated collection and recovery rights, to the extent legally permissible.
Upon approval of a SAFE payment, the claimant member shall execute any assignment, authorization, power of attorney or other documentation reasonably required by NAP to enable NAP, or its appointed representatives, legal counsel or collection agents, to pursue and recover the outstanding debt directly from the debtor member.
From the date of such assignment or handover, NAP shall have the exclusive right to manage the collection and recovery of the assigned receivable.
- contact and pursue the debtor directly;
- demand payment;
- negotiate payment arrangements;
- negotiate settlements where appropriate;
- appoint debt-collection agencies;
- appoint legal counsel;
- commence legal or recovery proceedings; and
- take any other reasonable action necessary for recovery of the outstanding debt.
The claimant member shall provide NAP with all invoices, statements, shipment documents, correspondence, agreements and other supporting documentation necessary for recovery and shall fully cooperate with NAP throughout the collection process.
Following assignment or handover, the claimant member shall not independently collect, settle, waive, compromise or otherwise deal with the assigned receivable without NAP’s prior written consent.
Any amounts subsequently recovered in respect of a receivable for which SAFE has made payment shall belong to NAP up to the amount paid by SAFE, together with any reasonable collection, legal and recovery costs incurred by NAP.
Any recovery exceeding those amounts shall be returned to the claimant member, subject to any remaining legitimate outstanding balance.
12. FRAUD, MISREPRESENTATION AND ABUSE
Any fraud, attempted fraud, material misrepresentation, concealment of information, falsification of documentation, artificial restructuring of transactions or abuse of SAFE may result in immediate rejection of the claim, recovery of amounts previously paid, suspension or termination of SAFE protection, suspension or termination of NAP membership, and/or referral to competent legal or regulatory authorities.
NAP expressly reserves all legal rights and remedies in such circumstances.
13. DISPUTED TRANSACTIONS
SAFE is primarily intended for undisputed commercial debts.
Where the debtor disputes the invoice, service, shipment, rate, cargo handling, contractual performance or any other material aspect of the transaction, NAP may suspend or reject the SAFE claim until the underlying dispute has been resolved.
NAP may facilitate mediation between members but shall not be responsible for determining contractual liability between the parties.
Any mediation provided by NAP is a member-support service and does not constitute arbitration or a judicial determination.
14. MEMBER RESPONSIBILITY AND CREDIT RISK
Each NAP member remains solely responsible for determining whether, and on what terms, it extends credit to another member.
Membership in NAP, participation in SAFE, a member’s inclusion in the NAP directory or the absence of a Credit Alert must not be interpreted as a representation, warranty or recommendation by NAP regarding the solvency, creditworthiness, financial condition, reliability or future payment performance of any member.
Members remain responsible for conducting their own commercial and credit-risk assessment before entering into transactions or extending credit.
SAFE does not replace prudent credit-control and risk-management procedures.
15. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, neither Executive Networks Limited, Neutral Air Partner, nor their directors, officers, employees, representatives or affiliates shall be liable for any indirect, incidental, special, punitive or consequential loss arising from or relating to SAFE.
This includes, without limitation, loss of profit, revenue, business, opportunity, reputation or anticipated savings.
NAP shall not be responsible for the insolvency, default, misconduct, fraud, operational failure or contractual breach of any member.
NAP’s aggregate liability in connection with SAFE shall in all circumstances be subject to the applicable individual member protection limit, the eligibility of the relevant claim, the remaining annual SAFE protection available, and the USD 500,000 maximum aggregate annual SAFE payout limit.
16. FORCE MAJEURE
NAP shall not be liable for any delay, suspension, reduction or inability to make payments or administer SAFE resulting from circumstances beyond its reasonable control.
Such circumstances may include war, terrorism, sanctions, governmental restrictions, trade bans, civil unrest, strikes, criminal acts, cyber incidents, natural disasters, pandemics, epidemics, floods, earthquakes, hurricanes, volcanic eruptions, banking restrictions or disruption of financial systems.
17. MEMBERSHIP STATUS
SAFE protection applies only to transactions invoiced while the claimant member and relevant counterparty are active NAP members and otherwise eligible under these Terms & Conditions.
Resignation, suspension, termination or expiration of membership may affect eligibility.
SAFE participation fees and other contributions are non-refundable, including following resignation, suspension or termination of membership.
18. SAFE PARTICIPATION FEE
Participation in SAFE is mandatory for NAP members and is currently subject to an annual participation fee of USD 500, payable in addition to the applicable NAP membership fee.
NAP reserves the right to amend from time to time participation fees, individual protection limits, annual programme limits, eligibility criteria, exclusions, claim procedures, credit-control requirements, and these Terms & Conditions.
Any amendment shall apply from the effective date communicated or published by NAP and shall not retrospectively create an entitlement in respect of previously ineligible transactions.
19. SAFE COVERAGE OF BRANCHES AND SEPARATE LEGAL ENTITIES
- be formally registered with NAP;
- be in good standing with NAP;
- have paid its own applicable SAFE participation fee; and
- comply independently with the SAFE Terms & Conditions.
20. NO THIRD-PARTY RIGHTS
SAFE is established exclusively for eligible NAP members.
Nothing in these Terms & Conditions creates any right or benefit enforceable by a shipper, consignee, airline, subcontractor, customer, supplier, creditor or any other third party.
21. PRIOR MEMBERSHIP IN OTHER LOGISTICS NETWORKS
Where both the claimant member and the debtor member are also members of another logistics network that provides payment protection, financial protection, debt recovery, dispute resolution or a similar member-protection mechanism, and the claimant member joined or was enrolled in that network prior to becoming a member of NAP, the matter shall first be handled and resolved through that network.
In such circumstances, the other logistics network shall be considered the primary network responsible for the resolution, recovery and/or applicable payment protection of the outstanding debt, in accordance with its own rules and procedures.
SAFE shall not act as the primary payment-protection mechanism for such transactions. The claimant member must first exhaust the applicable claim, recovery and dispute-resolution procedures available through the prior network.
SAFE may only consider any remaining eligible loss following the final determination, payment or formal rejection of the claim by the prior network, subject to these Terms & Conditions, applicable SAFE protection limits and NAP’s final approval.
Under no circumstances shall a member be entitled to duplicate compensation, double recovery or simultaneous payment protection from more than one logistics network for the same debt or transaction.
22. GOVERNING LAW AND JURISDICTION
These SAFE Terms & Conditions and any non-contractual obligations arising from or relating to SAFE shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
The parties submit to the exclusive jurisdiction of the courts of Hong Kong in relation to any dispute arising out of or in connection with SAFE, subject to any mandatory provisions of applicable law.
SAFE is administered by:
Executive Networks Limited
trading as Neutral Air Partner
23. ACCEPTANCE OF TERMS
Participation in SAFE, payment of the SAFE participation fee, use of the NAP Credit Alert System, submission of a Credit Alert or submission of a SAFE claim constitutes acknowledgment and acceptance of these Terms & Conditions.
Members are responsible for ensuring that their directors, officers and employees involved in transactions with other NAP members understand and comply with SAFE procedures.
IMPORTANT LEGAL NOTICE
SAFE is a member payment-protection and credit-risk mitigation programme. It is not insurance and does not provide an unconditional guarantee of payment.
The maximum aggregate annual protection and payout under SAFE is USD 500,000 (USD 0.5 million) per calendar year.
All protection is subject to eligibility, individual protection limits, exclusions, available annual funds, compliance with SAFE procedures and final approval by NAP.
Once the annual USD 500,000 SAFE limit has been exhausted, no further payments shall be due or payable for that calendar year.
Unless otherwise agreed in writing between the relevant members, the standard NAP member-to-member credit terms are 30 calendar days from invoice date with a maximum aggregate credit exposure of USD 25,000.
Any commercial agreement between two members providing for a higher credit limit does not automatically increase SAFE protection.
Members remain responsible for managing their own commercial credit exposure, conducting appropriate due diligence and applying prudent credit-control procedures before extending credit to another member.
