Term | Meaning |
| Additional Services | services which are outside the scope of the Services provided under this Agreement. |
| Additional Services Order | a separate agreement between the parties that sets out the terms for the provision of Additional Services, based on the template provided by WTG. |
| Affiliate | An entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities of an entity or the power to direct or cause the direction of the management and policies of an entity. MLA Description: |
| Agentic Test System | the sandboxed environment described in the Background, provided by WTG to the Customer for the development and testing of Digital Twins using a shadow copy of the Customer’s CargoWise production data. |
| Agreement | this MLA, the Order Form or PSA, any Additional Services Order(s), the Data Protection Addendum and any other agreement between the parties in respect of the Licenses and/or Services. |
| AI Agent | an AI-based tool or system used, under WiseTech's AI governance requirements, to assist with or perform defined tasks within the PMWA process, subject to accountable human review and approval. |
| AI Purposes | The purposes for which WTG may use DP Materials, as set out in clause 3 of Schedule 1 of the Agreement, including training and fine-tuning WTG AI Systems, creating datasets, and developing WTG Outputs. |
| Application Suite | the suite of software known as CargoWise Next™ and any New Releases of CargoWise Next™, Licensed to the Customer pursuant to this Agreement. |
| Australian User | an Authorized Affiliate who uses the Application Suite or receives any Services from WTG under this Agreement, while carrying on its business in Australia. |
| Authorized Affiliate | an Affiliate of the Customer to which the Customer has provided access to the Application Suite under this Agreement or has authorized WTG to provide access to the Application Suite, and for which the Customer remains fully liable for under this Agreement. |
| Authorized Representative | a representative of a party or its Affiliates including a professional advisor, consultant or contractor engaged under contract by a party or its Affiliates which ensures the professional advisor, consultant or contractor must adhere to the relevant party’s obligations under this Agreement. |
| Billing Period | the period from 00:01 on the first day of each calendar month to 24:00 on the last day of that calendar month in Sydney Australia. |
| Business Days | A day that is not a Saturday, Sunday, or statutory holiday in Sydney, New South Wales, Australia. |
| CargoWise Automation Fee | The fee recovered by the applicable DP's Logistics Customer in connection with a CVP transaction completed in CargoWise Next. |
| CargoWise Cloud and CargoWise Cloud Service | the service provided by WTG to make the Application Suite available on the servers of WTG and/or its Affiliates in accordance with section 18. |
| CargoWise Cloud Requirements | the document setting out the requirements for the Customer’s use of CargoWise Cloud Service, as updated from time to time. |
| CargoWise Partner | A WTG-approved partner authorised to conduct Process Mining Workflow Analyses and related verification activities on WTG's behalf. ADA Description: the WTG-funded partner engaged to assist with the development, Verification and implementation of Digital Twins and Complete Processes under this ADA. |
| CargoWise Platform | CargoWise Next, WTG's proprietary logistics software platform. |
| Certified Staff | staff of the Customer or its Authorized Affiliates that have satisfied the then-current accreditation requirements of WTG specified in the Minimum Requirements. |
| Commercial Use | use by the Customer, which is in any way connected to, or ancillary to, any venture that is directly or indirectly revenue-generating, intended for profit or otherwise commercial in nature, including the processing of any commercial data, any fee-based training, and any other such commercial operations, purposes or uses. |
| Confidential Information | All non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, as set out in the Data Handling Schedule. MLA Description: in relation to a party or its Affiliates (“Disclosing Party”), any information of whatever kind disclosed or revealed by the Disclosing Party or its Authorized Representatives to the other party or its Affiliates (“Receiving Party”) or their Authorized Representatives, relating to the Disclosing Party and obtained by the Receiving Party or its Authorized Representatives, under or in relation to this Agreement that is by its nature confidential, is designated by the Disclosing Party as confidential or the Receiving Party knows or ought to know is confidential, including all Materials, but excluding: information that is already in the public domain; information which subsequently becomes part of the public domain other than as a result of an unauthorized disclosure by the Receiving Party or its Authorized Representatives; or information which is or becomes available to the Receiving Party from a third party who is legally entitled to possess and provide the information to the Receiving Party without a confidentiality restriction. |
| CR7 | a WiseTech internal development request historically signed by a Customer outside the PMWA process; no further CR7s are issued for signature after July 15, 2026. |
| CVP | the CargoWise Value Pack. |
| Data Handling Schedule | The Data Handling Schedule forming part of the Agreement, which sets out the parties' privacy, data protection, and confidentiality obligations. |
| Data Processing Addendum | the data processing agreement between the parties and their relevant Affiliates governing the handling, transfer and processing of Personal Data, as amended, and as may be accessed at https://wisetechglobal.com/legal/privacy-help-center/. |
| Data Provenance Documentation | Service agreements or other documents detailing the collection rights, sources, and any third-party rights or restrictions applicable to DP Materials. |
| Data Services | The services provided by the DP as described in Schedule 1, comprising Continuous Data Access. |
| Data Services Fee | The monthly fee payable by WTG to the DP, calculated in accordance with clause 3.1 and Schedule 2 of the Agreement. Also referred to as ‘Fees’. |
| Database | each Production Database or Non-Production Database to which the Customer is granted access pursuant to this Agreement, including the public Non-Production Database. |
| Defect | a failure of the Application Suite to operate substantially as set out in the Product Documentation. |
| Digital Twin | an Agentic AI Agent developed by WTG that is designed to replicate, automate or improve part or all of a Complete Process. |
| Disclosing Party | Has the meaning given in the definition of Confidential Information. |
| Dispute | any dispute, controversy, or claim arising out of, relating to or in connection with this Agreement or its subject matter, including any question regarding its existence, validity or termination. |
| Dispute Notice | a document in the form of the template provided by WTG containing written notice of the nature, details and supporting documentation of a dispute but excluding Initial Dispute Notices. |
| Disputing Party | the party that raised the Dispute. |
| DP | The Data Provider (DP) identified in the Parties table of the Agreement. |
| DP Materials | All data owned, collected, processed, input, or controlled by the DP that is collected by WTG and/or processed via the CargoWise Platform in connection with the Agreement. |
| DPR | an experimental release of the Application Suite known as the development partner release. |
| DTD | Detailed Technical Design. |
| Due Date | Has the meaning given in section 3.3 of the Order Form. |
| Effective Date | The date agreed by the parties and recorded in the Key Terms table of the Agreement. MLA Description: the date on which this Agreement becomes binding on the parties, being the date on which the Customer accepts the terms of this Agreement, either by click through acceptance or execution by signing. |
| eRequest | in the case of the Customer, a Help Desk Response request or reply to WTG; and in the case of WTG, a Help Desk Response Service, that is logged via the interface into WTG’s Incident Report system. |
| External Service Terms | terms of use imposed by a third-party provider of an External Service on the Customer. |
| External Services | services, accessible to the Customer via the Application Suite, whether as a standalone service or combined with another service, which are dependent on or which rely, in whole or part, on services provided to WTG by a third party. |
| Fees | The Data Services Fee as calculated in accordance with clause 3.1 and Schedule 2 of the Agreement. |
| Glossary | This Glossary of defined terms, which forms part of the Agreement. |
| GPR | the widely deployed and broadly commercially tested release of the Application Suite known as the general product release. |
| Help Desk Response | WTG’s response to an Incident Report in accordance with the Support and Incident Response Policy. |
| HLD | High-Level Design. |
| Human User | a single unique natural person represented by the existence of an "Is Active" record within the “Staff and Resources Module” (or its equivalent) of the Application Suite at any time during the Billing Period. |
| Incident Report | a notification by the Customer to WTG of any Defect or problem substantially related to the operation of the Application Suite. |
| Initial Dispute Notice | a document in the form of the template to be provided by WTG, containing written notice of the Dispute, details of the Dispute and supporting documentation (if applicable). |
| Intellectual Property Rights | all rights in copyright, trade mark, design, letters patent, patent, semiconductor or circuit layout rights, registered designs, design rights, invention, discovery, trade secret, know-how, concept, idea information, data, algorithm, formula, rights in computer programs, firmware, microcode, other computer software and data, and other similar proprietary rights in any jurisdiction throughout the world; all intangible rights and privileges of a nature similar to such rights, whether or not registered, including all granted registrations and all application for registrations in any jurisdiction throughout the world; and any rights to assignment or registration of such rights, whether created anywhere in the world before, on or after the Effective Date. |
| License(s) | each license granted by WTG to the Customer under this Agreement. |
| LOB | Line of Business. |
| Loss | loss, liability, damage, fine, penalty, cost, charge, expense, outgoing or payment (including in respect of any action or claim). |
| Maintenance | the performance of such maintenance Services WTG considers necessary to ensure that the Application Suite remains in substantial conformity with the Product Documentation. |
| Materials | materials and related ideas, including customizations, modifications, enhancements and training materials developed by WTG. |
| Minimum Requirements | the requirements which form part of the Product Documentation setting out the minimum standards of technical requirements, version management, certification, and infrastructure which the Customer must attain and maintain, including minimum system specifications, capacities and requirements encompassing systems architectures, server hardware, networking configuration, operating systems, server versions, patches, service packs and other software, hardware components, management, security principles, staff certification requirements, and policies including the Technical Requirements Policy as updated, released and published from time to time by WTG in its sole discretion. |
| MLA | the Maintenance & License Agreement forming part of the Agreement. R&D Description: the Maintenance and License Agreement (or equivalent CargoWise license agreement) between the Customer (or its relevant affiliate) and WTG under which the Customer is licensed to use CargoWise. |
| Module | the aggregation of operations and data by WTG, forming a discrete subset of functionality of the Application Suite. |
| Monthly Fees | all amounts payable by the Customer to WTG under this Agreement for all Licenses provided under this Agreement, the availability, access and Usage of Modules, Transactions and functionality on the Customer’s Database(s) of the Application Suite, the Services and any other applicable fees and charges, in a Billing Period. |
| New Release | any update of the Application Suite that provides enhancements, patches, updates or other modifications to the Application Suite after the Effective Date but excludes any releases that WTG may designate as a significant rewrite or replacement of, or an alternative or separate version to, the Application Suite. |
| Non-Conformant Environment | hardware, operating software or infrastructure on which the Application Suite is being operated which does not conform to the Product Documentation including, without limitation, the Minimum Requirements. |
| Non-Production Database | a Database of the Application Suite used by the Customer for non-production purposes and/or use that is not Commercial Use, including testing and training and record keeping purposes. |
| Non-Production License | a non–exclusive, non-assignable, non-refundable, non–transferable license to use the Application Suite granted hereunder which is strictly limited to use that is not Commercial Use. |
| Operating Environment | any of the infrastructure involved in the provisioning of the Application Suite for the Customer and its Authorized Affiliates, including any server hardware, network equipment, operating software or other relevant infrastructure of, used by, or applicable to, the Customer and/or its Authorized Affiliates. |
| Order Form | If any, the order form entered into between the parties. |
| PCPP | a CargoWise Certified Platinum PMWA Partner. |
| PDR | The Design and Return On (ROI) Investment package of documents bulit from the PMWA process |
| Personal Data | information which relates to an identified or identifiable natural person, the handling or processing of which is subject to any Privacy Laws. |
| Personal Information | Information relating to an identified or identifiable individual, the handling of which is subject to applicable Privacy Laws. |
| PMWA | Process Mining Workflow Analysis: a structured analysis of the DP's operational workflows as described in Schedule 2. R&D Description: Process Mining and Workflow Analysis. A process provided within the customers operationas to identify areas of improvement such that designs can be made intended to take advantage of those improvements. PMWA Description: Process Mining and Workflow Analysis. |
| PMWA Rate Card | the approved pricing schedule used to cost PDRs under the PMWA. PMWA Description: the approved pricing schedule used to cost PDRs or Design Documents under the PMWA process. |
| Portfolio Manager | the WiseTech role responsible for the relevant product portfolio within PMWA. |
| Pre-existing IP | All intellectual property owned or developed by a party prior to, or independently of, the Agreement. |
| Premium Services | Has the meaning given in the CargoWise Cloud Requirements document. |
| Price Lists | the price lists applicable to the Application Suite and Services as initially set out in the PSA and any amended price lists provided by WTG to the Customer in accordance with this Agreement. |
| Privacy Laws | All applicable laws, regulations, codes, and standards relating to privacy and the protection of personal information that apply to either party. MLA Description: the General Data Protection Regulation (Regulation (EU) 2016/679) as amended from time to time, the Australian Privacy Act 1988 (Cth) as amended from time to time, and any other equivalent legislation, regulations, binding principles, industry codes and guidelines or ancillary regulations relating to privacy or the handling of Personal Data to which either party is subject. |
| Privacy Policy | WTG’s Privacy and Data Protection Notice which is accessible at www.wisetechglobal.com. |
| Private Non-Production License | a non–exclusive, non-assignable, non-refundable, non–transferable license to use a non-production instance of the Application Suite for non-production purposes and/or use that is not Commercial Use and that is not accessible to other licensees of the Application Suite. |
| Product Documentation | those functional descriptions and specifications relating to the operation of the Application Suite, including the Minimum Requirements, product manuals, training materials, update notes and technical and email notes published and updated from time to time by WTG. |
| Production Database | a database of the Application Suite WTG provides to the Customer for Commercial Use. |
| Production Environment | a computer environment and setup, built or operated for Application Suite and for the entry, management, retention and dissemination of the Customer’s real business records and processes even if the computer environment also hosts, is used for the provision of test or training or other non-production or non-Application Suite environments. |
| Production License | a non–exclusive, non-assignable, non-refundable, non–transferable license to use the Application Suite as specified in the PSA in a Production Environment. |
| PRSC | a CargoWise Customer that has signed the applicable R&D Agreement, also referred to as the Customer. |
| PSA | If any, the Product and Services Agreement between the parties which sets out any additional terms on which WTG will License the Application Suite or any related products or Services to the Customer. |
| Public Non-Production Database | a shared Non-Production Database instance of the Application Suite made available to, and accessed by, licensees of the Application Suite who utilize the CargoWise Cloud Service. |
| Public Non-Production License | a non–exclusive, non-assignable, non-refundable, non–transferable license to use the Public Non-Production Database. |
| R&D Agreement | the agreement under which a Customer commits R&D funding used for PMWA. |
| RCI | Recipient Created Invoice, as referred to in Schedule 2. |
| RCTI | Recipient Created Tax Invoice, as referred to in Schedule 2. |
| Receiving Party | Has the meaning given in the definition of Confidential Information. |
| Registered User | all Human Users and all Robotics Users of the Customer and each of its Authorized Affiliates. |
| Responding Party | the party that is not the Disputing Party. |
| Robotics User | a single instance of a robot or robotics process automation as identified by the Customer or an Authorized Affiliate of the Customer, or as otherwise detected by WTG. |
| ROI | a 5-year Return On Investment contained in the PDR developed and accepted by the Customer, the PCPP and WTG. PMWA Description: Return On Investment contained in the PDR developed by the Customer, the PCPP and WTG. The PDR will contain a 1-year, 3-year and 5-year Return On Investment. |
| Services | services provided, or otherwise made available, by WTG under this Agreement, including Maintenance, Help Desk Response and, if applicable, the CargoWise Cloud Service. |
| Standard CargoWise Cloud Services | the standard services provided by WTG to make the Application Suite available to the Customer via CargoWise Cloud. |
| STD | a less-mature, but generally more feature-rich release of the Application Suite known as the standard product release. |
| Support and Incident Management Policy | Support and Incident Management Policythe policy as made available by WTG (which may be updated from time to time) setting out the categorization of incidents (including Incident Reports) made by the Customer in relation to Application Suite, and the processes and associated requirements in connection with the provision of the Help Desk Response Services. |
| Tax | Has the meaning given in section 4 of the Order Form. |
| Tech Lead | the WiseTech role responsible for the technical design and delivery of a PMWA-designed improvement. |
| Technical Organisational Measures | Technical and organisational security measures implemented to protect DP Materials against unauthorised access, use, disclosure, or loss. |
| Technical Specifications Policy | the policy and suite of documentation made available by WTG (which may be updated from time to time) setting out the technical specifications for operating system, deployment, and security requirements for use of the Application Suite, and forms part of the Minimum Requirements and Product Documentation. |
| Term | The period of the Agreement as set out in the Key Terms table, commencing on the Effective Date. |
| Transaction | a record created by or action done by or on behalf of a Registered User of the Customer or their Authorized Affiliate. |
| Transaction Fee | a chargeable element for accessing a Transaction as specified in the Price Lists. |
| Trigger Conditions | The conditions, trigger events, and verification mechanism set out in Schedule 2. |
| Trigger Event 1 | Verified delivery of AI workflows and associated automations resulting in the automation of 25% of the DP's logistics operational work effort, as measured by the PMWA baseline. |
| Trigger Event 2 | Verified delivery of AI workflows and associated automations resulting in the automation of 50% of the DP's total operational work effort, as measured by the PMWA baseline. |
| Usage Report | a report detailing the Customer’s aggregate use of the Application Suite on each of the Customer’s Databases, amount of the applicable charges and all discounts applied. |
| USD | US dollars, the official currency of the United States of America. |
| UXD | UX Design. |
| WiseTech Academy | the learning platform made available by WTG and/or its Affiliates. |
| Withholding Tax | Has the meaning given in section 4.2 of the Order Form. |
| WTG | WiseTech Global Limited (ABN 41 065 894 724). |
| WTG AI Systems | Agentic AI capabilities developed by WTG, including AI workflow engines, AI management engines, and enhanced customer self-service functionality, within and in connection with, or independently of, the CargoWise Platform and/or any other platform owned and operated by WTG or its Affiliates. |
| WTG Outputs | All training datasets, model weights, embeddings, fine-tuned models, analyses, derivative works, and other materials created by WTG using or derived from the DP Materials. |