WorldSmart Association, Inc.
Membership Terms & Conditions
1.0 Mission Statement
The WorldSmart Association is a service association established to provide its members (“WorldSmart Members”) with a forum for international risk management education and consultation.
These Membership Terms and Conditions (“Terms and Conditions”) set forth the legal agreement between WorldSmart Members and WorldSmart Association. All applicants for Membership agree that the rights of Membership begin only when they have been notified by WorldSmart Association that their application for Membership has been accepted.
- Membership Classes. WorldSmart Association membership is available to two classes of members:
- Business Members. Any registered corporation, partnership, sole proprietorship, limited liability company or partnership, government organization, non-government organization, or any form of business entity that is legally recognized as such in its home country that is engaged, or has plans to engage, in business outside of the United States of America and its home country.
- Individual Members. Any individual who is engaged, or has plans to engage, in business or societal activities outside of the United States of America and his/her/their home country.
- Membership Dues. Membership dues are due within thirty (30) days of notification that an application for Membership has been accepted by WorldSmart Association and each renewal of the Member’s Term.
- Business Member Dues. The dues for Business WorldSmart Members are $100.00 per Membership Term.
- Individual Member Dues. The dues for Individual WorldSmart Members are $10.00 per Membership Term.
- Right to Increase Dues. WorldSmart Association has the right to increase Membership Dues after a WorldSmart Member’s first Membership Term provided that WorldSmart Association provides thirty (30) days advance written notice of such increase in Dues to the WorldSmart Member.
- Term of Membership. The term of Membership will begin after the Membership application is accepted and will continue for one (1) year and shall automatically renew for one (1)-year terms unless terminated as provided herein (“Membership Term”).
- Termination. WorldSmart Association has the right, in its sole and absolute discretion, to terminate a Membership if that Member fails to comply with these Terms and Conditions. WorldSmart Association further has the right, in its sole and absolute discretion, to terminate the Membership of any WorldSmart Member for any reason upon providing such WorldSmart Member thirty (30) days’ advance written notice of the intention to terminate, provided, however, in the event that WorldSmart Association exercises this right, WorldSmart Association will refund all dues paid by the WorldSmart Member during the then-current Membership Term.
- Limited Membership Rights. The rights of WorldSmart Members to participate in the WorldSmart Association are limited to the rights to participate in and receive risk management services and consultation services offered by WorldSmart Association. Membership rights do not confer any additional rights or interests in WorldSmart Association.
3.0 WorldSmart Members Access to International Insurance Coverages
Master Motor Insurance Policy Underwritten by Lloyd’s of London – WorldSmart Association is the policyholder of an international Motor Insurance Master Policy and an international Property Insurance Master Policy (together, “Association Master Policies”) issued to it in the District of Columbia by certain underwriters at Lloyd’s of London (“Lloyd’s”). Subject to the Terms and Conditions herein, as well as the terms and conditions set by Lloyd’s under the Association Master Policies, all applicants accepted for Membership by WorldSmart Association, may be issued Certificates of Coverage under the Terms and Conditions applicable to each class of Membership. The Association Master Policies are held by WorldSmart Association for the benefit of its WorldSmart Members in good standing and is available for inspection during regular business hours at the offices of WorldSmart Association, Inc., currently located at 1220 L Street NW, Suite 1200, Washington, DC 20005.
Role of Clements Worldwide as Insurance Program Administrator. Clements & Co. (“Clements Worldwide”), a licensed insurance agency, has been designated by Lloyd’s and WorldSmart Association to manage the Association Master
Policies on behalf of Lloyd’s and WorldSmart Association and to perform the following services:
- Accept applications by businesses and individuals to join the WorldSmart Association and be covered under the Association Master Policies.
- Issue Certificates of Coverage to WorldSmart Members who meet Lloyd’s underwriting criteria and the Membership criteria set forth herein and who are covered under the Association Master Policies.
- Issue bills and invoices for premium payments and accept, deposit and remit such premium payments to Lloyd’s.
- Accept and transmit all correspondence from WorldSmart Members to Lloyd’s, including claim notices and requests for changes in coverage.
- Collect from WorldSmart Members and remit all premium taxes applicable to the premiums paid under their Certificates of Coverage.
3.1 Disclosures Regarding Lloyd’s and Clements Worldwide
- Surplus Lines Coverage. The Association Master Policies and Certificates of Coverage issued through Lloyd’s under this program are issued on a non-admitted or surplus line basis and are expressly issued to cover risks outside of the United States of America. This means that the terms and conditions of the Association Master Policies and the Certificates of Coverage may not comply with state insurance laws or regulations governing licensed and admitted insurers, and that the inability of Lloyd’s to pay claims is not covered by the insurance guaranty funds of the District of Columbia or other jurisdictions in the United States of America (the “State Guaranty Funds”). The Corporation of Lloyd’s, however, administers a fund, the Lloyd’s Central Fund, to satisfy valid claims under a Lloyd’s policy in the event that a subscribing underwriter should become unable to pay claims for financial reasons.
- Clements Worldwide as Surplus Lines Broker. Because of the difficulty of obtaining international motor coverage from insurance companies that are admitted to conduct insurance business in the District of Columbia, Clements Worldwide has arranged for the issuance of the Association Master Policies through Lloyd’s on a surplus lines basis. As such, Lloyd’s has appointed Clements to act as its agent in the District of Columbia to receive all correspondence and premiums in the District of Columbia. Clements is therefore receiving compensation from Lloyd’s in the form of commissions and various incentives. Clements is not receiving compensation from WorldSmart Association with regard to its functions as the program administrator.
- Clements Worldwide’s Affiliation with WorldSmart Association WorldSmart Association is a wholly owned subsidiary of Clements Worldwide. While Clements Worldwide does not receive compensation from WorldSmart Association or its WorldSmart Members in relation to acting as the insurance program administrator of the Lloyd’s Association Master Policies, as affiliates, the companies share in costs for the use of common office space, executive management and various common expenses.
- Miscellaneous Terms and Conditions. By applying and accepting Membership into the WorldSmart Association, each WorldSmart Member acknowledges and agrees to the foregoing Terms and Conditions and agrees to the following:
- Right to Change Terms and Conditions. WorldSmart Association reserves the right to change these Terms and Conditions, in its sole and absolute discretion, at any time, including but not limited to its right to terminate, transfer or replace the insurance coverage afforded by the Association Master Policies (subject to any provisions of the Association Master Policies and Certificates of Coverage), as well as the right to obtain other forms of master policies that may be offered to WorldSmart Members. All WorldSmart Members waive the right to notice of changes made in these Terms and Conditions provided that such changes are posted on the website of the WorldSmart Association.
- Place of the Contract. All Members acknowledge and agree that the transactions described in these Terms and Conditions, including but not limited to the issuance of the Association Master Policies to WorldSmart Association, the program management agreements between and among Lloyd’s, WorldSmart Association and Clements Worldwide, and the applications for and acceptance of Membership into the WorldSmart Association, are being negotiated and consummated in the United States of America in the District of Columbia. All Members also acknowledge that insurance coverage provided under Certificates of Insurance issued under the Association Master Policies is issued solely for the purpose of covering risks outside the United States of America.
- Choice of Law and Venue. All matters regarding these Terms and Conditions and the Association Master Policies or the rights and liabilities of Lloyd’s, Clements Worldwide, WorldSmart Association, and all WorldSmart Members (the “Parties” or individually, “Party”) shall be determined in accordance with the laws of the District of Columbia, without regard to conflicts of laws principles of any other jurisdiction. Any regulatory complaint made or to be made by any Party shall be made only to the Department of Insurance, Securities and Banking for the District of Columbia. Subject to any agreement to arbitrate that may be specified in the Association Master Policies, any legal or equitable action taken or to be taken by any Party regarding these Terms and Conditions or the rights and liabilities of Parties hereunder or under the Association Master Policies and any Certificates of Coverage shall be brought only before the Superior Court of the District of Columbia. Each Party hereby consents to the jurisdiction and venue of this Court.
4 Limitation of Liability
- No Express or Implied Warranties. The Parties acknowledge and agree that WorldSmart Association is not acting as an insurance agent, consultant, third party administrator or insurance company with respect to any matters herein described. Accordingly, it makes no representations, express or implied, regarding the Association Master Policies or any matters regarding international risk management.
- Limited Liability. Neither WorldSmart Association nor Clements Worldwide shall have any liability for any indirect, special, punitive, consequential or exemplary damages, including, without limitation, loss of profit or business opportunities. Further, the maximum liability of WorldSmart Association and its Directors, Officers and Employees for any one claim for damages for any and all causes whatsoever, and the maximum remedy, regardless of the form of action, whether in contract, tort or otherwise for that claim, shall be limited to an amount equal to the Membership Dues paid to WorldSmart Association by the WorldSmart Member asserting a claim.
- Waiver of Jury Trial. ALL PARTIES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, COUNTERCLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM BROUGHT BY ANY OF THE PARTIES HERETO ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS MEMBERSHIP, THE ASSOCIATION MASTER POLICIES OR ANY CERTIFICATES OF COVERAGE ISSUED PURSUANT TO OR IN CONNECTION WITH MEMBERSHIP