RECITALS
Capitalized terms not defined in this Agreement shall be given the same meaning as given in the WiseTech Glossary (https://www.wisetechglobal.com/legal/wisetech-global-glossary-of-terms/). In this Agreement:
MLA means 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.
PMWA means Process Mining and Workflow Analysis. A process provided to identify areas of improvement such that designs can be made intended to take advantage of those improvements
PCPP means a CargoWise Certified Platinum PMWA Partner
PDR means the PMWA Design and Return on Investment package described in this document.
PMWA Rate Card means the approved pricing schedule used to cost PDRs under the PMWA.
ROI means a 5-year Return On Investment contained in the PDR developed and accepted by the Customer, the PCPP and WTG.
The objective of this Agreement is to set out the framework for a partnership between WTG and the Customer under which WTG’s development capabilities are applied to improve the Customer’s business capability, customer engagement and value, productivity, visibility and the efficient flow of work through the business, funded by ongoing investment in high-value product development. The Customer, CargoWise Partners and CargoWise product managers are all actively involved in creating that value.
The process begins with the Customer, WTG senior product managers and a selected CargoWise PMWA Certified Platinum Partner (PCPP) working together providing deep Process Mining and Workflow Analysis (PMWA) tools and techniques.
This creates a detailed understanding of how the Customer’s operations run, where effort is lost, and where significant improvements can be made. WTG then documents the savings and prioritized development opportunities within CargoWise and delivers the agreed solutions through a combination of software enhancements, functionality improvements, computer automation, agentic AI workflow, and new functionality built substantially faster, more accurately and more cost-effectively through WTG’s own AI accelerated product development process.
Compared with the previous development input costs relative to output and the value created from that non-Agentic AI development. We have a new, substantially lower cost, single standard rate that is charged only for actual development, and the development is Agentic AI accelerated such that, as an example, every $1 spent on a PDR would likely have cost as much as $4 in the past.
WTG will fund and resource its product managers and authorized PCPP to work with the Customer’s staff. This includes attending the Customer’s site and interviewing operational and line management staff, and observing and analyzing the Customer’s operational processes, the flow of work, missing capabilities, issues that impede productivity or limit, slow or impede customer service (including looking for opportunities for enhanced importer, exporter or partner forwarding agents self-service capabilities), and all related operational, management and customer facing workflows. The aim is to find gaps, missing features or constraints in the Customer’s operations (including within CargoWise), and to develop solutions that strengthen the Customer’s operational efficiency and throughput.
The PMWA process is fully funded by WTG in accordance with this Agreement and each proposed change is presented to the Customer as a fully analyzed cost and opportunity based solution that can be embarked on by the Customer at their own discretion.
As part of the solution, this Agreement establishes the PMWA Rate Card and Monthly Commitment as the commercial mechanism through which the Customer accesses WTG’s product development services, and it establishes the PMWA engagement model through which gaps are identified and prioritized and addressed (set out in Section 3). The R&D Partnership reflects the intent of both parties to treat this as a long-term, expanding program.
R&D AND PMWA RATE CARD
Subject to clause 2.2, WTG will make available a new rate card (PMWA Rate Card) setting out the rates at which WTG will undertake product development work raised by the Customer through a PDR.
The Customer shall commit an agreed minimum contribution per month (Monthly Commitment). The Monthly Commitment will commence and WTG will invoice, from the beginning of the first calendar month after signing this Agreement. The Monthly Commitment accumulates for each calendar quarter and must be used against a selection of the PDRs approved by the Customer. A running total balance of the Monthly Commitment shall be maintained by WTG (Commitment Balance).
Upon signing, WTG will present the Customer with an initial set of PDRs available for selection following the initial Phase 1 engagement. WTG will make every reasonable endeavor to provide the Customer with a substantial, valuable and steady flow of improvement opportunities such that the Customer will be able to choose its preferred PDRs and accept those for completion.
Once the Customer accepts the finalized uncosted PDR (Accepted PDR), WiseTech will present a fully costed PDR to the Customer.
The Customer acknowledges that WTG is committing significant resources and covering substantial expenses and has provided discounted development rates in consideration of this partnership. In consideration of these WTG arrangements, the Customer shall approve all Accepted PDRs offered providing that the cost of the Accepted PDR is less than the ROI contained in that Customer Accepted PDR. Should the Accepted PDR not be approved by the Customer, by the end of the quarter in which it is offered, the cost of that Accepted PDR shall be deducted from the Commitment Balance.
The Customer may approve PDRs up to 2 quarters in advance of their unused contribution and WTG will continue to provide the full set of services under this Agreement. The Customer may approve more PDRs such that they exceed the commitment made in any month or quarter. Any additional approvals above the allocated commitments will roll forward to the quarter’s commitments without additional contributions from the Customer. If the Customer's cumulative spend over the successive quarters continues to substantially exceed the minimum monthly or quarterly amount, then the Customer shall be asked to consider an increased Monthly Commitment. However, any increase, to be effective from the start of the agreed calendar month, is at the Customer’s sole discretion and a failure to increase will result only in a reduction of future PDRs offered by WTG or able to be accepted by the Customer. The result is that the Customer is able to limit the costs, or increase the flow of value, at their sole discretion.
Either party may give notice that they wish to recalculate, evaluate and recalibrate the amount of Monthly Commitment and rate of approved PDRs, such that a new rate is jointly agreed based on the Customer's experience over the previous period. The new jointly agreed Monthly Commitment will apply after the end of the month in which any new amount is jointly agreed, and the arrangement in clauses 2.2 to 2.3 will apply afresh from that point.
The Customer may decide to discontinue the Monthly Commitment by giving notice to discontinue and by no longer approving additional PDRs. The discontinuation will become effective when all Customer approved PDRs have been completed, and the Monthly Commitment has funded all approved PDRs. If last month’s Monthly Commitment exceeds the remaining approved PDRs, then the unused remainder will be applied to the Customer’s monthly CargoWise usage. If, in any calendar quarter, WTG does not provide the Customer with sufficient PDRs to cover the agreed spend, the Customer's sole and exclusive remedy is a credit of the unallocated Monthly Commitment for that quarter toward the Customer’s monthly CargoWise usage, and no other breach, financial liability, penalty, damages, or remedy will arise under or in connection with this Agreement in respect of WTG's performance of the PMWA.
WTG will invoice the Customer on a monthly basis for PDRs at the PMWA Rate Card during any period in which the Monthly Commitment agreement is in place. All other terms and conditions applicable to each PDR will be as set out in that PDR as approved by the Customer.
Product development activities will be delivered by WTG in collaboration with the Customer’s appointed PMWA managers and the Customer nominated PCPP (or PCPPs), and the relevant WTG Product Manager.
Notwithstanding anything in this Agreement or the PMWA, the Customer may raise a non-PDR independently of the PMWA, and WTG will consider such requests in good faith. If such a request is not applicable to the PMWA and progresses outside of that process, then WTG will quote any such request in the ordinary CR7 Feature Request process, at the ordinary rate that applies outside of these arrangements. In this case, WTG retains sole and final discretion as to whether to accept or decline any such CR7 request and how any accepted request is designed, scoped, and implemented, and the timing and prioritization of such development work. Outside of the PMWA, the Customer acknowledges that submission of a CR7 request does not create any obligation on WTG to proceed, and that WTG may adjust its approach to any development request from time to time in accordance with its broader product roadmap and business needs.
OPERATIONAL AND FLOW IMPROVEMENT
Flow. WTG uses the term “flow” to describe the smooth, uninterrupted, efficient and effective movement of work through WTG’s CargoWise product and the Customer’s operations, including within and across operational staff and teams, through the CargoWise AI Workflow Engine, the AI Management Engine, and through Self-Serve capabilities provided by the CargoWise Suite including CargoWise NEO++. Achieving higher flow across every aspect of CargoWise is at the heart of what WTG wishes to achieve for the Customer and for the CargoWise platform as used by the Customer, and this is the shared goal of this R&D partnership.
PMWA. The primary tool for identifying improvement opportunities under this Agreement is the PMWA, which draws on the Customer’s operational processes and business knowledge, the PCPP’s expertise, and the platform insight of relevant CargoWise product managers, to surface flow inhibitors, missing functionality, productivity blockers, and training gaps. The PMWA is governed by this Agreement, and is conducted by WTG in collaboration with the Customer’s appointed PMWA manager, the PCPPs selected by the Customer, and relevant CargoWise product managers. WTG bears all PMWA investigation and documentation costs.
Promptly following execution of this Agreement, the Customer will work with WTG’s product managers and authorized PCPP to conduct the initial PMWA engagement, which will comprise an initial in-depth PMWA startup session followed by a number of targeted, focused PMWA sessions across the operations of the Customer. The number and scope of such engagements will be determined by the Customer and WTG based on the Customer’s operational environment and the findings of the initial PMWA engagement, with initial phase (Phase 1) covering the Customer’s two highest volume import offices and the two highest volume export offices. Additional phases shall be determined jointly by the Customer and WTG as Phase 1 progresses and these additional phases may overlap Phase 1. All PMWA applicable improvements, when delivered, will be available to all applicable offices across the Customer’s business, noting that some improvements may be country or process specific and may not apply to other offices, other countries or certain transactional scenarios.
WTG will analyze each improvement opportunity and provide a high-level technical design and financial model that describes the cost and/or opportunity presented with the particular PDR across all the Customer’s applicable business units. The technical design of each individual PMWA will provide an approximate cost for delivery to the Customer of the PMWA improvement based on the PMWA Rate Card and will inform WTG’s approach to one or more of the following areas of platform and operational development:
Usability: WTG will direct focused development effort toward friction points, throughput issues and anything that interrupts or slows the “flow” of the work processes as identified by the PMWA, making CargoWise less labor intensive, smoother, faster, and more natural for the Customer’s operators and teams.
Missing functionality and capability gaps: Where the PMWA identifies features or capabilities that limit the Customer’s ability to execute “and within the system and data set”, WTG will redesign, expand and integrate these functionality and capability gaps.
Customer Self Service and Customer needed functionality: Where the PMWA identifies capabilities that allow you to win more customers or business, capabilities that help retain customers or improve customer satisfaction, or capabilities that allow your customers to self-service, increase customer satisfaction, reduce internal labor or customer service resources, or create greater value for your customer.
Training and product or module enablement: Where the PMWA reveals underused, incorrectly used or underutilized functionality, the PCPP will propose assistance with training, correction or implementation of such functionalities to ensure the Customer’s teams get maximum value from the platform.
Training, Activation and Implementation of available capabilities: Where the PMWA identifies modules or features not yet implemented or deployed, that a) the Customer is entitled to use b) it is valuable to use and c) there is no additional cost, the PCPP will propose assistance to implement such functionalities to ensure the Customer’s teams get maximum value from the CargoWise platform.
The parties intend to work collaboratively, together with the chosen PCPP, in pursuit of the Customer’s operational and commercial success. The Customer acknowledges that the value of the outcomes achieved under this Agreement will depend on the quality of the Customer’s time, operational access and participation in the PMWA. This clause records the parties’ intent only and does not oblige the Customer to participate (see clause 4.1).
Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship or agency between the parties, and neither party may bind or incur liability on behalf of the other. References to a “partnership” or to the parties as “partners” describe the collaborative nature of the arrangement only and do not create any legal partnership. Each party acts as an independent contractor.
GENERAL
The Customer’s obligations under this Agreement are limited to the commitments set out in this agreement and under any applicable PDR. No additional or consequential financial liability, penalty, damages, or remedy arises under or in connection with this Agreement in respect of any commitment, aspiration, or statement of intent expressed. To the maximum extent permitted by law, the Customer's sole and exclusive remedy for any failure to achieve, or any breach of any warranty or representation as to, any particular saving, return on investment, productivity gain, outcome, estimate, projection, ROI figure, or statement of anticipated value is: (a) a refund of the amount charged for the relevant development; and (b) the removal or disabling of that development. To the maximum extent permitted by law, WTG gives no representation, warranty or guarantee as to any particular saving, return on investment, productivity gain, or other outcome, and WTG relies on the Partner’s and the Customer’s estimates, inputs and judgements contained in the agreed PDR design and the ROI signed for by the Customer. Any PDR developed by WTG is warranted to perform as identified in the PDRs HLD.
Each PDR that modifies, upgrades or improves the customers business effectiveness, will come with only a non-exclusive, non-transferable, revocable license for the Customer to use the resulting functionality for so long as it holds a current CargoWise license under the MLA as part of any relevant PDR. WTG (or its licensors) owns and retains all right, title and interest in the PMWA and in all software, enhancements, functionality, deliverables and derivative works developed or delivered under this Agreement (Developments), including any Development funded in whole or part by the Customer, and no ownership of any Development passes to the Customer. WTG may use, modify, license and make the Developments available to any other customer or partner without restriction or payment to the Customer. To the extent the Customer acquires or is deemed to hold any right, title or interest in a Development, the Customer assigns it (and agrees to assign all future such interests) to WTG on creation. Any feedback or suggestions the Customer provides may be used by WTG freely and without obligation. Each PDR may set out additional license terms consistent with this clause 4.2.
TERMINATION
The Customer may terminate this Agreement as provided for in clause 2.8. WTG may terminate this Agreement at any time by giving not less than 90 days’ written notice to the Customer. WTG may terminate this Agreement immediately by written notice to the Customer if: (a) the Customer ceases to be a licensee under the MLA; or (b) the Customer commits a material breach of this Agreement that is not remedied within 14 days of written notice requiring remedy. The Customer may terminate this Agreement immediately by written notice to WTG if WTG commits a material breach of this Agreement that is not remedied within 30 days of written notice from the Customer requiring remedy. On termination, any accrued rights and obligations of the parties are unaffected, any accepted signed PDRs that are in progress will continue to be governed by that PDR.