Background
WTG develops and operates the CargoWise Application Suite and is further developing Agentic AI Workflows and Processing Agentic Agents (also known as Digital Twins) for use across the CargoWise Application Suite for the productive benefit of WTG CargoWise Next Customers.
This Agreement does not require the provision of any Customer data to WTG. All Customer data resides within and remains within the Customers own production and non-production systems and within the full administrative control of the Customer.
The Customer uses the CargoWise Application Suite within their business, and their operators process a wide variety of operational processes, customer types, commodities, trade flows, country-based export and import border procedures, trade and supply chain compliance obligations and various other required processes.
To develop the CargoWise systems, and related Digital Twins, including AI driven, Workflow Driven and business logic driven improvements and the labor savings automated management processes, automated and self-service customer processes and various automated development processes, WTG requires occasional access to operational staff, Subject Matter Experts and operational managers who operate within the CargoWise Application Suite.
WiseTech and its selected CargoWise Partners make comparisons of the Operators and their work product and compare that work product with the Digital Twin to determine if the Operator and the Digital Twin are both performing correctly, or the Operator is correct, or the Digital Twin is correct. This information is then used both statistically and developmentally to validate and improve the Digital Twins.
An Agentic Test System will be provided by WTG to the Customer at no additional cost to be used as a sandboxed environment for initial development of the Digital Twins in a near live, shadow copy of the live CargoWise production data.
The Customer is, at all times, owner of the customer data in and administrator of the Agentic Test System and the CargoWise Production system. WTG acts as the Customer’s service provider, installing and testing Agentic AI Agents and related technology, using the Agentic Test System and analyzing, in consultation with one or more Customer agreed Operational Managers or Subject Matter Experts.
No Customer data is extracted or retained by WTG, the Digital Twin, a Large Language Model (LLM) or through any other WTG process other than that which is created by WTG or is already provided for in the MLA.
The only information taken out of the Agentic Test System is statistical and comparative performance information regarding the Agent’s performance and completion rates, and any error reports. The Agent is benchmarked against the Customer’s product only. All other Customer data remains in the Agentic Test System or the CargoWise Production system and within the Customer’s full control.
Definitions
ADA Fee means the fee payable by WTG to the Customer under this ADA, as set out in the PSA.
AI Enhanced Operational Work Effort (or EAI) means the Operational Work Effort attributable to the Operational Work Effort of the Covered Procedures after the AI workflows and related automations and improvements have been applied. The reduction in Pre AI Operational Work Effort (Effective Labor Saving or ELS) is calculated as a percentage as follows: -
Automation Milestone means Automation Milestone 1 or Automation Milestone 2 (each as described in the section headed “Effect of Operational Work Effort Savings”).
Automation Objective means the achievement of both Automation Milestone 1 and Automation Milestone 2.
Complete Processes means the complete set of activities, processes, workflows and other actions required to fulfil the requirements of the Covered Procedures.
Covered Procedures means the CargoWise processes and modules set out in Appendix B.
Operator means a real person that is engaged in creating the Work Product required for the processing of any of the set of Complete Processes within or outside of the CargoWise Application Suite.
Operational Work Effort means the time and cost spent by the Customer’s paid staff or contractors performing to completion, including process management, registration, data entry, customer communications, customs classification, international trade compliance, decision-making, carrier bookings, rates selection, invoice preparation and all other job processing and completions actions.
Pre AI Operational Work Effort (or Epre) means the Operational Work Effort of the Covered Procedures prior to any Agent AI automations, as established by the CargoWise Partner in consultation and with the reasonable assistance of the Customer. Such measures of Operational Work Effort shall be without the use of AI workflows and related automations and improvements created by WTG.
Work Product means the output of Operator activity created to process any part of the Complete Processes required by any of the Covered Procedures.
The parties agree as follows:
Documents included by reference
Inclusions. These documents are included by reference:
The WiseTech Glossary: https://www.wisetechglobal.com/legal/wisetech-global-glossary-of-terms/
The MLA: wtg-cargowise-next-maintenance-and-license-agreement.pdf
(together, the Agreements).
Inconsistency. Where there is an inconsistency or conflict between the provisions of this ADA (on the one hand) and either the Agreements (on the other hand), this ADA will prevail to the extent of that inconsistency.
Defined Terms. Capitalized terms not defined in this ADA shall be given the same meaning as given in the Agreements.
Updates. WTG may from time to time publish an updated version of this ADA at the URL where you have accessed this ADA, including to reflect new product functionality, regulatory requirements or operational improvements, by giving the Customer at least 30 days’ prior written notice. If the Customer objects to an update on reasonable grounds within that notice period, the version of this ADA in effect immediately before the update will continue to apply to the Customer unless and until the Customer terminates this ADA in accordance with its terms. For the purposes of the Waiver and Variation section of the MLA, the parties agree that an update made in accordance with this clause does not require a further signed writing.
Term
This Agreement commences on the Effective Date and continues until the earlier of (a) 10 years after the Effective Date; or (b) such earlier date as the parties agree in writing, unless terminated earlier under the terms of MLA.
Fees, payment and invoicing
WTG will pay the ADA Fee to the Customer in accordance with the PSA subject to the following:
Payment. All ADA Fees due to the Customer by WTG under this ADA are payable within 30 days of the end of each full month commencing from the first day of the month following the Effective Date of the ADA. WTG may set off any ADA Fee against other fees and charges due to WTG (or its Affiliates) by the Customer.
Invoice. WTG (or its Affiliate) will issue a recipient created invoice (RCI) or, where applicable, a recipient created tax invoice (RCTI) to the Customer for the Fees payable under this Agreement. Where WTG issues an RCTI, the parties agree that this clause constitutes a recipient created invoice arrangement for the purposes of GST, VAT, PPN or other applicable value added tax law. The Customer warrants that it is registered for the applicable value added tax and must notify WTG if it ceases to be so registered. The Customer must not issue tax invoices or adjustment notes for supplies covered by an RCTI. Any RCTI will be issued in accordance with the requirements of the relevant tax authority.
ADA Fee Adjustments. This ADA Fee is fixed subject to the terms and conditions of this ADA. However, if the Customers transaction volumes averaged over any 3-month period increases or decreases by more than 5% and such change is due to a sustained change in business volume (such as an acquisition or a roll out of additional offices or a divesture or closure of a business unit or loss of or gain of major customers), WTG or the Customer shall upon request of the other, be entitled to a pro-rata fee adjustment in consideration of the new average volume over the volumes upon which the ADA was based. Such adjustments shall be made upon request of one of the parties and shall not occur more than twice per calendar year.
Covered procedures, complete processes, ADA fees and discounts
Covered Procedures relevant to this agreement are defined in Appendix B.
For each Covered Procedure, a Complete Process includes all relevant processes steps, activities and actions whether they are performed within or outside of the CargoWise Application Suite, including, but not limited to, processes management, job registration, data entry, customer communications, customs classification and lodgement, trade compliance, decision-making, carrier bookings, rates selection, invoice preparation and job completion.
All aspects of a Complete Process that can be executed within the CargoWise Application Suite, must be implemented by the Customer as promptly as is practical, using its best efforts, assisted by WTG and the CargoWise Partner.
If any aspect of the Complete Processes are available in the CargoWise Application Suite and not implemented after reasonable consultation and adequate time for implementation, WTG may, at its sole discretion, after providing notice and allowing a reasonable period for cure (of not less than 30 days), deduct from the ADA Fee, a Partial Process (per transaction) Discount as defined in Appendix C.
Effect of operational work effort savings
Upon verified delivery of the following automation milestones (Automation Objective), Fees are reduced as set out below (effective 30 days after written notice from WTG):
Automation Milestone 1: Verified delivery of AI workflows and automations resulting in ELS% of 25% or more, the ADA Fee is reduced by 50%.
Automation Milestone 2: Verified delivery of AI workflows and automations resulting in ELS% of 50% or more, the ADA Fee set is reduced by 100%.
Verification of operational work effort savings
Each Automation Milestone is verified by the agreed CargoWise Partner by reference to the Effective Labor Saving % calculated in accordance with this agreement, measured across all Covered Procedures (Verification). Verification is a condition precedent to any ADA fee reduction. The CargoWise Partner shall conduct Verification and provide the statistical evidence to the Customer as:
directly on the Customer’s own CargoWise production instance; or
on a comparable WTG customer’s CargoWise production instance, where: (i) a PMWA has been completed on that instance; and (ii) WTG has given the Customer at least 10 Business Days’ prior written notice of its intention to use an alternative instance, and the Customer has not raised a reasonable written objection within that notice period.
The Customer agrees to provide WTG with the necessary access and assistance with the WTG Process Mining and Workflow Analysis performed by WiseTech and in furtherance of building the Digital Twins on the terms of this Agreement.
WTG shall give the Customer written notice of the CargoWise Partner’s finding. If the Customer disputes the finding on reasonable grounds, it must do so in writing within 10 Business Days of receiving that notice, setting out the specific grounds of dispute. Where the dispute cannot be resolved within 20 Business Days of the Customer’s written objection, either party may refer the matter for resolution in accordance with the MLA.
Intellectual property
Ownership. WTG (or its nominated Affiliate) owns all right, title and interest, including all Intellectual Property Rights, in and to the Digital Twins, workflows, automations and other improvements developed by WTG in connection with this ADA including those set out in d) and e) of the Background section of this ADA, together with any statistical, comparative and performance information generated under the section headed “Verification of Operational Work Effort Savings” (together, the ADA IP). For the avoidance of doubt, the ADA IP forms part of the Materials referred to in the Intellectual Property section of the MLA, and this clause applies in addition to, and does not limit, WTG’s rights under that section.
Assignment. To the extent any ADA IP is not already vested in WTG under clause (a) above or the MLA, the Customer assigns to WTG all right, title and interest (including all Intellectual Property Rights) in that ADA IP with effect from the date of its creation, and must procure the same assignment from each Operator to the extent the Operator holds any such rights.
No effect on Customer data or licence. Nothing in this clause affects the Customer’s ownership of, or rights in, its own data, or the Customer’s licence to use the Application Suite (including any Digital Twin made available to the Customer as part of the Application Suite) under the MLA.
Loss of access / severely restricted access
WTG will advise the Customer in writing in the case where WTG loses or suffers severely restricted access caused by the Customer to the Agentic Test System, or the Work Product of the Operator or the reasonable availability of the relevant staff and/or subject matter experts.
If access is not restored within 5 business days of the Customer being advised and undertaking reasonable efforts to cure such restriction, WTG has sole discretion to:
Suspend or cancel the payment of the ADA Fee entirely until access is restored.
Deduct from the ADA Fee, on a pro-rata basis, a pro-rata amount covering the period in which access was lost or severely restricted.
To the extent any other agreement between the parties would otherwise restrict or prohibit WTG's access the Agentic Test System, access to Work Product, as permitted in this Agreement, the parties agree that this Agreement supersedes and governs those rights.
Ongoing services
Following completion of the Automation Objective, the Customer shall continue to provide WTG with reasonable ongoing access to Complete Processes and the reasonable availability of the relevant staff and/or subject matter experts over the remainder of the Term. The parties acknowledge that the ADA Fee payable prior to satisfaction of the Automation Objective constitutes consideration for this ongoing Work Product access, including periods in which no further fees are payable. WTG expects that following the completion of Automation Milestone 2, that the work effort required by WTG of the Customer will be substantially reduced, however the Customer acknowledges that they will remain committed to providing reasonable levels of ongoing services for the term of this ADA.
Termination and interaction with the MLA
Automatic termination. This ADA terminates automatically, without the need for further action by either party, on termination or expiry of the MLA.
Effect of termination. On termination of this ADA for any reason: (i) the section headed “Intellectual Property” survives; (ii) each party’s confidentiality obligations under the MLA continue to apply to Confidential Information disclosed under this ADA; (iii) the Customer’s obligations under the section headed “Ongoing Services” cease; and (iv) any ADA Fee accrued but unpaid as at the date of termination remains payable by WTG in accordance with the section headed “Fees, Payment and Invoicing”.
Appendix A
This Appendix A is provided for general guidance and illustrative purposes only. To the extent of any inconsistency between this Appendix A and the operative clauses of this ADA (including the section headed “Covered Procedures, Complete Processes, ADA Fees and Discounts”), those operative clauses prevail.
A CargoWise example of Complete Processes: -
The following is a general example of the CargoWise Forwarding Complete Processes: -
Registration of the shipment via manual input, document ingestion or data import, including transaction details, parties, commercial terms, cargo details, customer-specific SOPs, service requirements and handling instructions.
Creation of the consol and attachment of the shipment, [Forwarding Module Only], including direct master, co-load and groupage structures, master and house references, container or ULD allocation, seals and changes during transshipment.
Shipment tracking details, [Stand Alone Customs Only], key milestone dates and transport details including during transshipment.
Onforwarding and transport arrangements, domestic road and rail legs, facility transfers, collection and delivery instructions, vehicle and equipment requirements, booking slots, site access constraints, planned and actual dates, failed deliveries and redelivery.
Country-specific regulatory processes, including cargo reporting, non-formal customs procedures, biosecurity inspections, treatments and other agency controls.
Customs formal entry, including import and export declarations, authority to act, goods classifications, values, origin, permits, duties and taxes, amendments, customs queries, examination outcomes and clearance or release status.
Document management, including the capture, generation, review, approval, issuance, amendment and storage of required commercial, transport and supporting documents, including bills of lading and air waybills, together with related emails and correspondence linked to the transaction.
Workflow and milestone management, [Strongly recommended not mandatory], including tasks, events, approvals, communications, actual cargo uplift or loading confirmation, split shipments, offloads, rolled cargo, revised forecasts and exception resolution.
Client rates, quotes and costs, including applicable quotations, agreed client rates, supplier costs and auto rating of fees and charges, including any rollup or standalone Automation Fee disbursement.
Supplier and carrier invoices, that include all related carrier, supplier and other costs related to the shipment or consol cost allocations.
Customer invoices, that include all customer facing fees and charges including the CargoWise automation fee, either as a rollup into another fee (so as to be at no cost to the importer or exporter) or as a discrete charge on the invoice with appropriate accounting treatment as either an expense or a disbursement.
Financial processing, including accruals, allocation of consolidated costs across jobs, invoice matching, currencies, exchange rates, adjustments, payment reconciliation and job profitability checks.
Transaction completion and closure, including collection and delivery confirmation, completion of applicable operational and financial activities, and retention of audit history.
Carrier and involved-party interactions, including communications, data exchanges, status updates and confirmations with shipping lines, airlines, ports, terminals, transport providers, cargo handlers and bond stores.
Cargo receival, handling and deconsolidation, including, cargo condition, storage locations, packing, unpacking and outturn discrepancies.
Equipment and container movement management, full container movements, equipment condition, depot instructions and empty return confirmation.
Cargo release controls, including document release, delivery orders, payment and credit holds, facility holds and authority for the collecting party to receive the cargo.
Free time, storage, demurrage and detention management, including applicable allowances, expiry dates, actual collection and return times, charge calculations, waivers and disputes.
Certain parts of the Work Product are marked [Forwarding Module Only], [Stand Alone Customs Only], [Strongly recommended not mandatory] and these are only required in certain limited circumstances. In many cases there are more, less or different process steps required for a particular circumstance.
As noted, work processes, and therefore the Work Product of each transaction can vary in many ways: -
Per direction (export/import)
Per shipment type e.g.: FCL or LCL or Air
Per country
Due to each country’s local customs, procedures and requirements
Due to software capabilities gaps in shipments, customs or other processing in some countries.
Due to various other attributes of specific international logistics, customs compliance and international trade compliance related processes.
Complete Processes are a critical long-term goal
It is not WTG’s intention or an immediate requirement to have every element of the relevant Complete Processes present in every transaction, or to apply strict penalties for a non-compliance on a single transaction or a short term non-compliance. The attributes of each shipment and of each customs process can be very different and WTG and the Customer have a joint responsibility to ensure that all the work can be done within CargoWise in order for Agents to be able to fully replace that work over time. Work done outside of CargoWise will mean the Agent will be suspended and unable to provide Agentic services due to a lack of a Complete Processes. Development of Complete Processes in the CargoWise Application Suite, is a long-term goal and will always be somewhat of a work in progress, achieved in partnership with the Customer.
Fee Discounts are deferred, as we work together to attain Complete Workflows
The core principle for WTG to properly develop its Agentic AI is that the Covered Procedures contain the Complete Processes required for that transaction, in the CargoWise Application Suite. This requirement is a long-term goal to be developed and built over time with the Customer, such that all the work that can be done in CargoWise is being done in CargoWise. WTG recognizes that there are many variables described above and that these variables are perfectly acceptable and expected. There will be a CargoWise Partner as part of the larger processes that is funded by WiseTech that will be able to help with these improvements.
We have many areas in which we need to work with you
Fee Discounts are deferred and only applied if and when the Customer is unwilling to provide parts of the Complete Workflows and after an appropriate period to allow for a cure to be worked out. Our goal is to work with our Customers to identify where:
CargoWise is missing a function or
A CargoWise function is incomplete
A CargoWise module or function is being used improperly, or
A better trained Operators or a better designed or implemented SOP can close process gaps and improve productivity.
A CVP module included at no additional cost, that is not currently in use, is able to be added to the process, and once added, enabling the Customer to be more fully able to provide the Complete Processes as required by this ADA.
To the degree that the work is being done within CargoWise and that is a fulsome process, assisted by the best efforts of the Customer, we can develop and deliver Agentic AI workflow automations that create substantial productivity improvements and significant labor saving. To the degree that your operational staff must go “off the page” and use Excel, Word, use a web portal or a 3rd party application or to resort to email or phone calls, the Agentic AI cannot fully help. The only goal in these Covered Procedures and the related developments of Complete Processes is to ensure that every possible efficiency is created and provided as an advantage to the Customer.
Appendix B
CargoWise Covered Procedures
| CargoWise Covered Processes |
|---|
| Forwarding Export FCL/FTL Processes, all modes |
| Forwarding Export NON-FCL Processes, all modes |
| Forwarding Import FCL/FTL Processes, all modes |
| Forwarding Import NON-FCL Processes, all modes |
| Forwarding All Other FCL/FTL Processes, all modes |
| Forwarding All Other NON-FCL Processes, all modes |
| Customs Export Formal Processes, all modes |
| Customs Import Formal Processes, all modes |
Appendix C
Covered Procedures Partial Process (per transaction) Discounts
| CargoWise Process Type | Partial Process Discount |
|---|---|
| Forwarding Export FCL/FTL, all modes | $3.00 |
| Forwarding Export NON-FCL, all modes | $2.00 |
| Forwarding Import FCL/FTL, all modes | $5.00 |
| Forwarding Import NON-FCL, all modes | $3.00 |
| Forwarding All Other FCL/FTL, all modes | $1.00 |
| Forwarding All Other NON-FCL, all modes | $1.00 |
| Customs Export Formal, all modes | $1.00 |
| Customs Import Formal, all modes | $3.00 |