Term
Meaning
Additional Servicesservices which are outside the scope of the Services provided under this Agreement.
Additional Services Ordera 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:
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.

Agentic Test Systemthe 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.
Agreementthis 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 Agentan 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 PurposesThe 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 Suitethe suite of software known as CargoWise Next™ and any New Releases of CargoWise Next™, Licensed to the Customer pursuant to this Agreement.
Australian Useran Authorized Affiliate who uses the Application Suite or receives any Services from WTG under this Agreement, while carrying on its business in Australia.
Authorized Affiliatean 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 Representativea 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 Periodthe 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 DaysA day that is not a Saturday, Sunday, or statutory holiday in Sydney, New South Wales, Australia.
CargoWise Automation FeeThe fee recovered by the applicable DP's Logistics Customer in connection with a CVP transaction completed in CargoWise Next.
CargoWise Cloud and CargoWise Cloud Servicethe 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 Requirementsthe 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 PlatformCargoWise Next, WTG's proprietary logistics software platform.
Certified Staffstaff of the Customer or its Authorized Affiliates that have satisfied the then-current accreditation requirements of WTG specified in the Minimum Requirements.
Commercial Useuse 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.

CR7a WiseTech internal development request historically signed by a Customer outside the PMWA process; no further CR7s are issued for signature after July 15, 2026.
CVPthe CargoWise Value Pack.
Data Handling ScheduleThe Data Handling Schedule forming part of the Agreement, which sets out the parties' privacy, data protection, and confidentiality obligations.
Data Processing Addendumthe 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 DocumentationService agreements or other documents detailing the collection rights, sources, and any third-party rights or restrictions applicable to DP Materials.
Data ServicesThe services provided by the DP as described in Schedule 1, comprising Continuous Data Access.
Data Services FeeThe 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’.
Databaseeach Production Database or Non-Production Database to which the Customer is granted access pursuant to this Agreement, including the public Non-Production Database.
Defecta failure of the Application Suite to operate substantially as set out in the Product Documentation.
Digital Twinan Agentic AI Agent developed by WTG that is designed to replicate, automate or improve part or all of a Complete Process.
Disclosing PartyHas the meaning given in the definition of Confidential Information.
Disputeany 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 Noticea 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 Partythe party that raised the Dispute.
DPThe Data Provider (DP) identified in the Parties table of the Agreement.
DP MaterialsAll 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.
DPRan experimental release of the Application Suite known as the development partner release.
DTDDetailed Technical Design.
Due DateHas 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 Termsterms of use imposed by a third-party provider of an External Service on the Customer.
External Servicesservices, 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.
FeesThe Data Services Fee as calculated in accordance with clause 3.1 and Schedule 2 of the Agreement.
GlossaryThis Glossary of defined terms, which forms part of the Agreement.
GPRthe widely deployed and broadly commercially tested release of the Application Suite known as the general product release.
Help Desk ResponseWTG’s response to an Incident Report in accordance with the Support and Incident Response Policy.
HLDHigh-Level Design.
Human Usera 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 Reporta notification by the Customer to WTG of any Defect or problem substantially related to the operation of the Application Suite.
Initial Dispute Noticea 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.
LOBLine of Business.
Lossloss, liability, damage, fine, penalty, cost, charge, expense, outgoing or payment (including in respect of any action or claim).
Maintenancethe performance of such maintenance Services WTG considers necessary to ensure that the Application Suite remains in substantial conformity with the Product Documentation.
Materialsmaterials and related ideas, including customizations, modifications, enhancements and training materials developed by WTG.
Minimum Requirementsthe 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.

Modulethe aggregation of operations and data by WTG, forming a discrete subset of functionality of the Application Suite.
Monthly Feesall 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 Releaseany 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 Environmenthardware, 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 Databasea 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 Licensea 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 Environmentany 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 FormIf any, the order form entered into between the parties.
PCPPa CargoWise Certified Platinum PMWA Partner.
PDRThe Design and Return On (ROI) Investment package of documents bulit from the PMWA process
Personal Datainformation which relates to an identified or identifiable natural person, the handling or processing of which is subject to any Privacy Laws.
Personal InformationInformation 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 Managerthe WiseTech role responsible for the relevant product portfolio within PMWA.
Pre-existing IPAll intellectual property owned or developed by a party prior to, or independently of, the Agreement.
Premium ServicesHas the meaning given in the CargoWise Cloud Requirements document.
Price Liststhe 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 PolicyWTG’s Privacy and Data Protection Notice which is accessible at www.wisetechglobal.com.
Private Non-Production Licensea 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 Documentationthose 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 Databasea database of the Application Suite WTG provides to the Customer for Commercial Use.
Production Environmenta 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 Licensea non–exclusive, non-assignable, non-refundable, non–transferable license to use the Application Suite as specified in the PSA in a Production Environment.
PRSCa CargoWise Customer that has signed the applicable R&D Agreement, also referred to as the Customer.
PSAIf 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 Databasea 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 Licensea non–exclusive, non-assignable, non-refundable, non–transferable license to use the Public Non-Production Database.
R&D Agreementthe agreement under which a Customer commits R&D funding used for PMWA.
RCIRecipient Created Invoice, as referred to in Schedule 2.
RCTIRecipient Created Tax Invoice, as referred to in Schedule 2.
Receiving PartyHas the meaning given in the definition of Confidential Information.
Registered Userall Human Users and all Robotics Users of the Customer and each of its Authorized Affiliates.
Responding Partythe party that is not the Disputing Party.
Robotics Usera 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.

Servicesservices 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 Servicesthe standard services provided by WTG to make the Application Suite available to the Customer via CargoWise Cloud.
STDa less-mature, but generally more feature-rich release of the Application Suite known as the standard product release.
Support and Incident Management PolicySupport 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.
TaxHas the meaning given in section 4 of the Order Form.
Tech Leadthe WiseTech role responsible for the technical design and delivery of a PMWA-designed improvement.
Technical Organisational MeasuresTechnical and organisational security measures implemented to protect DP Materials against unauthorised access, use, disclosure, or loss.
Technical Specifications Policythe 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.
TermThe period of the Agreement as set out in the Key Terms table, commencing on the Effective Date.
Transactiona record created by or action done by or on behalf of a Registered User of the Customer or their Authorized Affiliate.
Transaction Feea chargeable element for accessing a Transaction as specified in the Price Lists.
Trigger ConditionsThe conditions, trigger events, and verification mechanism set out in Schedule 2.
Trigger Event 1Verified 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 2Verified 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 Reporta 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.
USDUS dollars, the official currency of the United States of America.
UXDUX Design.
WiseTech Academythe learning platform made available by WTG and/or its Affiliates.
Withholding TaxHas the meaning given in section 4.2 of the Order Form.
WTGWiseTech Global Limited (ABN 41 065 894 724).
WTG AI SystemsAgentic 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 OutputsAll training datasets, model weights, embeddings, fine-tuned models, analyses, derivative works, and other materials created by WTG using or derived from the DP Materials.