1. TERMS

1.1       All goods and services supplied by Trade Window Limited, a company incorporated under the laws of New Zealand, having its registered office at Suite G4, /31 Northcroft Street, Takapuna, Auckland 0622, New Zealand which includes its subsidiaries within its corporate group that it directly or indirectly controls (“TradeWindow”) to any individual or a legal entity registering for and using the Tariff Tool (“Customer”), together the “Parties”, and individually, a “Party” will be an agreement upon these Terms and Conditions (“Terms”) unless otherwise agreed in writing.

1.2       If a Customer enters into these Terms on behalf of another legal entity, the Customer represents that he/she has the authority to bind such entity to these terms and conditions.

1.3       The affirmative act of using the Tariff Tool as offered by TradeWindow or by registering to use the Tariff Tool means a Customer accepts and agrees to be bound by these Terms.

1.4       These Terms supersede any previous standard terms and conditions in relation to the Tariff Tool agreed between TradeWindow and the Customer and these Terms now govern the provision of the Tariff Tool services by TradeWindow to the Customer.

1.5       TradeWindow’s agents and representatives have no authority to make any oral representations, statements, warranties, conditions or agreements that conflict with these Terms.

1.6       These Terms are effective the earlier of Customer’s first use of the Tariff Tool, or the affirmative act of clicking accept, or signature date of these Terms by the Customer. (“Effective Date”).

 

2. ACCESS RIGHT AND RIGHT TO RESTRICT

2.1 Access Right

2.1.1     TradeWindow grants the Customer and its Permitted Users a non-exclusive, non-transferable, revocable right to access and use the Tariff Tool in accordance with these Terms. A license is granted per user, with an annual fee.

2.1.2     The Access Right as granted in terms of these Terms entitles the Customer to:

(a)        Use the Tariff Tool solely for research; and

(b)        Receive updated versions of the Tariff Tool as soon as reasonably practicable after they become available and to have access to updated versions of the Tariff Tool. For the purposes of these Terms, updated versions of the Tariff Tool shall mean enhancements or permanent modifications to the Tariff Tool.

2.2 Use Restrictions

2.2.1     The Customer and its Permitted Users agree, warrant and accept that the right to use the Tariff Tool is restrictive and that the Customer and Permitted Users must not:

(a)        use the Tariff Tool for any purpose or in any manner other than as set out in these Terms or in a way that impairs functionality;

(b)        use the Tariff Tool in any way that could damage the reputation of TradeWindow, or the goodwill or other rights associated with the Tariff Tool or the WCO;

(c)        upload any Customer Data or any content, other data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable;

(d)        license, sell, rent, lease, lend, transfer, outsource, sublicense or otherwise provide access to the Tariff Tool to a third party or utilise the Tariff Tool for the benefit of a third party or permit any third party to use the Tariff Tool;

(e)        reproduce, make error corrections to or otherwise modify, copy or adapt the Tariff Tool or create any derivative works based upon the Tariff Tool;

(f)         de-compile, reproduce, decipher, mirror, disassemble or otherwise reverse engineer the Tariff Tool or permit any third party to do so or do anything that may undermine the security or integrity of the Tariff Tool;

(g)        allow any non-Permitted Users to use any Permitted User IDs, code(s), password(s), or other mechanisms issued to, or selected by, the Customer for access to or log in to the Tariff Tool; or

(h)        modify or remove any copyright or proprietary notices on the Tariff Tool or otherwise attempt to access, imitate, derive or discover the source code thereof or permit any third party to do so.

2.2.2    The Customer must procure each Permitted User’s compliance with clause 2.2 and any other reasonable condition notified by TradeWindow to the Customer. A breach of any term of these Terms by the Customer’s Permitted Users is deemed to be a breach of these Terms by the Customer.

2.2.3    The Customer is responsible for procuring all licenses, authorisations and consents required for it and its personnel to use the Tariff Tool, including to use, store and input any Data into, and process and distribute Data.

2.2.4     The Customer and its Permitted Users accept that any breach of Clause 2 shall entitle TradeWindow to immediately terminate these Terms without prejudice to its rights in respect of prior or continuing breaches of the copyright or the misuse of the confidential information of TradeWindow and such termination shall not relieve the Customer of its obligation to pay the Fees accrued and due for the entire term of these Terms

2.2.5     Without limiting any other right or remedy available to TradeWindow, TradeWindow may restrict or suspend the Customer’s or any Permitted User’s access and/or delete, edit or remove any relevant Data if TradeWindow considers that the Customer (including any of the Permitted Users) has:

(a)        undermined, or attempted to undermine the security or integrity of the Tariff Tool; or

(b)        used, or attempted to use the Tariff Tool for improper purposes; or in a manner, other than for normal operational purposes or in violation of clause 2; or

(c)        transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be objectionable, incorrect or misleading; or

(d)        otherwise materially breached these Terms.

2.3       The Customer must procure compliance with these terms by its Permitted Users and is responsible for all required licences and consents for its use of the Tariff Tool.

 

3. PROVISION OF LICENCED SERVICES

3.1       TradeWindow will use reasonable efforts to provide the Tariff Tool in accordance with these Terms and Applicable Laws.

3.2       Non-Exclusivity: The provision of the Tariff Tool is non-exclusive.

3.3       Service Availability: TradeWindow will use reasonable commercial efforts to ensure availability of the Tariff Tool, excluding any announced Maintenance Windows.

3.4       Additional Services: Additional related services may be provided upon request and subject to applicable fees.

 

4. TERM

4.1       The term of these Terms shall be twelve (12) months from the Effective Date (“Initial Term”).

4.2       The Terms shall automatically renew for successive twelve (12) month periods (“Renewal Term”) unless either Party provides written notice of termination at least ninety (90) days prior to the end of the Initial Term or any Renewal Term.

 

5. DATA AND PRIVACY

5.1       TradeWindow Access to Data:  The Customer acknowledges that:

(a)        TradeWindow may require access to the Data to exercise its rights and perform its obligations under these Terms; and to the extent that this is necessary, TradeWindow may authorise a member or members of its personnel to access the Data for this purpose.

(b)        The Customer shall arrange all consents and approvals that are necessary for TradeWindow to access the Data as described in clause 5.1(a).

(c)        In instances where the Customer transfers from IFCBAA to TradeWindow, the Customer consents to TradeWindow obtaining Customer Data from IFCBAA (where applicable), including any personal information previously provided to IFCBAA by the Customer.

(d)        For the purpose of these Terms, the Parties’ rights, and obligations with respect to the Data processing activities (where applicable) shall be subject to and governed by TradeWindow’s Data Processing agreement available at: https://tradewindow.io/wp-content/uploads/2023/02/Data-Processing-Agreement-DPA.pdf

(e)        TradeWindow may utilise Third Party Providers to facilitate and/or improve the provision of the Tariff Tool services to the Customer. These Third Party Providers may include, but are not limited to, software providers, data processors, and other service vendors. The Customer acknowledges and agrees that by using the Tariff Tool, it consents to TradeWindow’s engagement of Third Party Providers to assist in delivering and enhancing the Tariff Tool. To enable the effective provision of the Tariff Tool services, the Customer agrees that TradeWindow may share necessary Data, including but not limited to personal information, usage Data, and transaction information, with Third Party Providers. The Customer understands and accepts that TradeWindow will take reasonable steps to ensure the confidentiality and security of any shared Data and conduct due diligence on any new Third Party Provider it engages to review its management controls however, TradeWindow shall not be held liable for any unauthorised access, use, disclosure, or breach of Data by Third-Party Providers.

(f)         The Customer acknowledges that TradeWindow’s responsibility is limited to facilitating the connection between the Customer and Third-Party Providers to enable the Tariff Tool and TradeWindow shall not be held liable for any act, omission, negligence, misconduct, errors, or liability arising from the services or actions of Third-Party Providers. The Customer agrees to indemnify and hold TradeWindow harmless from any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorney’s fees) arising out of or related to the interactions with Third-Party Providers or the use of the Tariff Tool.

5.2       Analytical Data:  The Customer acknowledges and agrees that:

(a)        TradeWindow may:

(i)         use Data and information about the Customer’s and the Customer’s end-users’ use of the Tariff Tool to generate anonymised and aggregated statistical and analytical data (Analytical Data); and

(ii)        use Analytical Data for TradeWindow’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights.  Any insights derived from such analysis, if shared externally, will be anonymised and will not identify the Customer in any way.

(iii)       move Data between software systems to support internal analysis, product development, product enhancement, and take advantage of emerging technologies and trends.  For the avoidance of doubt, TradeWindow will not sell or distribute Data to third parties for their own use without the express permission of the Customer.

(b)        TradeWindow’s rights under clause 5.2(a) above will survive termination or expiry of these Terms; and title to, and all Intellectual Property Rights in the Analytical Data remains the property of TradeWindow.

5.3       Agent: The Customer acknowledges and agrees that, to the extent Data contains Personal Information, in collecting, holding and processing that information through the Tariff Tool, TradeWindow is acting as an agent of the Customer for the purposes of Applicable Law. The Customer must obtain all necessary consents from the relevant individual to enable TradeWindow to collect, use, hold and process that Personal Information in accordance with these Terms and Applicable Law.

5.4       Backups of Data: TradeWindow does not make any back-ups of Data and the Customer agrees to keep a separate backup copy of all Data.

5.5       International storage of Data:  TradeWindow may store elect Data relating to the Tariff Tool services (excluding Personal Information) internationally, using Decentralised Systems.

5.6       Data Breaches:

(a)        Any Data breaches and security incidents will be managed in compliance with Applicable Law,

and TradeWindow’s Privacy Policies available at https://tradewindow.io/legals/privacy-policy.

(b)       In the case of a breach or an incident, TradeWindow will notify the Customer without undue delay, but no later than 48 hours, upon becoming aware of a breach that may be affecting Customer Data in accordance with the provisions of TradeWindow’s Privacy Breach Policy. Such notice shall contain:

(i)         A description of the nature of the incident, including where possible the categories and approximate number of records concerned;

(ii)        The name and contact details of TradeWindow’s Privacy Officer or another contact point where more information can be obtained;

(iii)       Any action taken by TradeWindow to reduce the risk of harm following the breach;

(iv)       Any proposed action to reduce the risk of harm; and

(v)        Details of security measures protecting Customer Data.

(c)        TradeWindow shall co-operate with Customer and take such reasonable steps as are requested by the Customer to assist in the investigation, mitigation and remediation of each such security or privacy breach.

(d)        TradeWindow:

(i)         agrees that the Customer will be solely responsible for determining whether a Data breach would be likely to result in serious harm to any individuals to whom any Personal Information contained in the Customer’s Data the subject of the actual or suspected Data breach relates;

(ii)        must cooperate with the Customer to assist the Customer in making the determination referred to in clause 5.6(d)(i);

(iii)       must not disclose to any Third Party the existence or circumstances surrounding any Data breach, without the Customer’s prior written approval (not to be unreasonably withheld or delayed).

5.7       Confidentiality and Security of the Data

(a)        TradeWindow shall:

(i)         treat all Customer Data as confidential;

(ii)        implement and maintain technical and organisational measures to protect Customer Data from data breaches in accordance with industry best practice, including as outlined in international standards including but not limited to, ISO 27001.

(iii)       inform all its employees, agents, and Third Parties with access to Customer Data in accordance with paragraph (iv) below of the confidential nature of the Customer’s Data;

(iv)       ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under a statutory obligation of confidentiality;

(v)        restrict access any Customer Data to personnel who need to access the data to fulfil TradeWindow’s obligations under these Terms and in any event not disclose the data other than to TradeWindow’s employees without the Customer’s prior written consent;

(vi)       if requested by the Customer, provide up to date lists of persons to whom the Customer Data has been disclosed;

(vii)      ensure that all Customer’s Data is segregated (either virtually or physically) from TradeWindow’s own data or that of TradeWindow’s other customers;

(viii)     ensure that its physical and IT security systems only permit properly authorised personnel to access Customer Data;

(x)        not sell, licence or otherwise deal with or commercially exploit any data;

(xi)       not alter the data except as required to perform its obligations under these Terms.

5.8       Access or Correction Requests:

(a)        TradeWindow will provide reasonable timely assistance to the Customer to respond to any access or correction requests.

(b)        TradeWindow shall respond to such requests only in accordance with the Customer’s reasonable directions and TradeWindow’s privacy policies.

 

6. FEES AND PAYMENT TERMS

6.1 Fees

The Customer agrees to pay the fees as per the invoice sent by TradeWindow to the Customer upon registration for each Permitted User License (“Fees”)

6.2 Payment Terms

6.2.1     All Fees are payable annually in advance in electronically in cleared funds without any set-off or deduction and are non-refundable.

6.2.2     Invoices will be issued by TradeWindow upon registration for the Initial Term and then in advance of each successive Renewal Term. Payment is due on receipt of the invoice.

6.2.3     All Fees and charges are inclusive of all taxes, (including income tax) duties or such other additional sums including, (but not limited to) Customs, Import Duty or Sales Tax, but excluding GST.

6.2.4     Late payments may attract interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

6.2.5     TradeWindow reserves the right to adjust fees with prior notice.

 

7. CONFIDENTIALITY

7.1 Confidentiality Obligations

Each Party shall keep confidential all Confidential Information (as defined in clause 14.1) disclosed by the other Party and shall not use such Confidential Information except for the purposes of these Terms.

7.2 Exceptions

Confidential Information does not include information that:

(a)        Is or becomes publicly known through no breach of these Terms;

(b)        Was in the receiving Party’s possession before receipt from the disclosing Party;

(c)        Is received by the receiving Party independently from a third party free to disclose such information; or

(d)        Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

7.3 Licence to Use Customer Name and Logo

Upon subscribing to the Tariff Tool, the Customer grants TradeWindow a non-exclusive, royalty-free, worldwide licence to use the Customer’s name and logo in TradeWindow’s marketing, promotional materials, websites, presentations, case studies, and other public communications for the purpose of identifying the Customer as a user of the Tariff Tool. TradeWindow may reproduce and display the Customer’s logo as provided, but must not modify or alter it in any way.

 

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

Each Party warrants to the other that it has the full power and authority to enter into and perform its obligations under these Terms.

8.2 Warranty Exclusions

8.2.1     Except as specifically provided in this section, and to the maximum extent permitted by Applicable Law, TradeWindow and the WCO disclaims all warranties, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, reliability or security standard or non-infringement or un-interruption. TradeWindow and the WCO makes no warranty that the Tariff Tool or any information or Data accessed or stored therein will meet the Customer’s requirements or be accurate, complete, error-free, reliable, or available or that the use of the Tariff Tool will fulfil or meet any statutory role or responsibility of the Customer. To the extent that a particular jurisdiction does not allow for the exclusion of a warranty, that warranty will be limited to the minimum period of time required by law starting as of the Effective Date, and the invalidity of the disclaimer will not affect any other disclaimer or limitation contained in these Terms.

8.2.2     The Customer furthermore agrees that it is relying entirely upon its own judgment in entering into these Terms and not upon any warranty or other representation either expressed or implied by TradeWindow that the Software is fit for the purpose as required by the Customer or for any particular purpose.

8.2.3     The Customer agrees and represents that it is acquiring the Tariff Tool, and entering the these Terms, for the purposes of trade. The Parties agree that:

(a)        to the maximum extent permissible by Applicable Law, any competition and consumer protection legislation does not apply to the supply of the Tariff Tool services or the these Terms; and

(b)        that it is fair and reasonable that the Parties are bound by this clause.

 

9. LIABILITY AND INDEMNITY

9.1 Limitation of Liability

To the fullest extent permitted by law, TradeWindow excludes any and all liability under these Terms, whether in contract, tort (including negligence), or otherwise. In no event shall TradeWindow’s total aggregate liability exceed $1,000.

9.2 Indemnity

The Customer agrees to indemnify, defend, and hold harmless TradeWindow from and against any and all claims, liabilities, losses, damages, costs, and expenses (including legal fees) and consequential loss arising out of or in connection with any breach of these Terms; and any negligent or wrongful act or omission by TradeWindow or its employees, agents, subcontractors or the WCO.

9.3 WCO Disclaimers

The Customer acknowledges and accepts that the WCO offers no guarantee that the Licensed Content will meet the Customer’s needs or work with the hardware or software chosen by the Customer or with its product(s). The WCO’s liability is limited to replacing defective files or reimbursing sums paid for such defective files. The Customer will have no claim against the WCO in respect of claims arising or resulting from changes to the Licensed Content or use of the Licensed Content.

 

10. INTELLECTUAL PROPERTY

10.1      Ownership:

(a)        Subject to clause 10.1(b) and 10.1 (d), title to, and all Intellectual Property Rights or other rights in the Tariff Tool and all related materials, technology or services made available by TradeWindow to the Customer pursuant to these Terms, including all underlying systems and the website, remain (as between the Parties) the sole and exclusive property of TradeWindow.  The Customer must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

(b)        The WCO is the sole owner of all intellectual property rights to the Licensed Content. Any use of the Licensed Content not expressly authorised by these Terms constitutes a breach of these rights.

(c)        TradeWindow shall own all rights in any corrections, fixes, enhancements, updates, improvements, inventions, designs and modifications to all such materials and technology (including the data, methodologies and concepts therein) and related materials and all derivatives of the foregoing.

(d)        Title to, and all Intellectual Property Rights in the Data (as between the Parties) remains the property of the Customer The Customer grants TradeWindow a worldwide, non-exclusive, fully paid up, non-transferable licence to use the Data solely for the purpose of the exercise of its rights and performance of its obligations in accordance with these Terms for the duration of the term of this agreement, subject to any conditions which the Customer may reasonably require.

10.2      Know-how:

(a)        Know-how in all Software, services and deliverables (which incorporate its use, development, manufacture, improvement, adaptation, enhancement, alteration, techniques, methodologies or modification, or new application of the Intellectual Property and/or the know-how) that are licensed or otherwise supplied by TradeWindow to the Customer (including any affiliate(s) of the Customer) remains the Intellectual Property of TradeWindow.

(b)        To the extent not owned by TradeWindow, but owned by the Customer, and only for the purpose of TradeWindow’s provision of the Tariff Tool services under these Terms, the Customer grants TradeWindow a royalty-free, non-transferable and revocable licence to use for TradeWindow’s provision of the Tariff Tool services under these Terms any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by TradeWindow in the provision of the service.

10.3      Feedback:  If the Customer provides TradeWindow with ideas, comments or suggestions relating to the Tariff Tool service or underlying Systems (Feedback):

(a)        all Intellectual Property Rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications, or derivative works), are owned solely by TradeWindow; and

(b)        TradeWindow may use or disclose the Feedback for any purpose.

10.4      Third Party sites and material: The Customer acknowledges that the Tariff Tool service may link to Third Party Provider websites such as Third-Party Providers or feeds that are connected or relevant to the Tariff Tool service. Any link from the Tariff Tool service does not imply any endorsement, approval, or recommendation of, or responsibility for, those websites or feeds or their content or operators by TradeWindow. To the maximum extent permitted by law, TradeWindow excludes all responsibility or liability for those websites, Third Party Providers, or feeds.

 

11. TERMINATION

11.1 Termination for Convenience

Either Party may terminate this agreement by giving the other Party ninety (90) days’ written notice prior to the end of the then-current term. The customer may continue using the Tariff Tool until the current annual term period ends and any Fees paid in advance by the Customer are non-refundable.

11.2 Termination for Cause

11.2.1   Either Party may terminate this agreement immediately by written notice if the other Party:

(a)        Commits a material breach of these Terms and fails to remedy the breach within thirty (30) days of receipt of written notice requiring it to do so; or

(b)        Becomes insolvent, is wound up, or has a receiver, manager, administrator, or similar officer appointed over any of its assets.

11.2.2   Termination by TradeWindow:  In addition to the rights set out in clause 11.2.1., TradeWindow may, at its sole discretion, restrict or suspend the Customer’s or any Permitted User’s access to the Tariff Tool as set out in clause 2, and/or terminate this agreement immediately by providing the Customer with written notice of such termination.

11.3      Consequences of Termination

11.3.1   Upon termination or expiration of these Terms and subject to clause 11.1:

(a)        All rights granted to the Customer under these Terms shall immediately cease;

(b)        The Customer shall immediately cease all use of the Tariff Tool;

(c)        Any Fees paid in advance by the Customer are non-refundable, and any Fees owed to TradeWindow up to the effective date of termination shall become immediately due and payable;

(d)        TradeWindow reserves all rights and remedies available to it under these Terms, at law, or in equity, including the right to claim damages for any breach of these Terms by the Customer.

 

12. NOTICES

12.1      Any notice or other communication given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid registered post, or sent by email to the addresses or email addresses provided below (or such other address or email address as may be notified by either Party to the other from time to time).

12.2      Notices shall be deemed to have been received: (i) If delivered by hand, on the date of delivery; (ii) If sent by pre-paid registered post, five (5) Business Days after the date of posting; (iii) If sent by email, on the date of transmission, provided no delivery failure notification is received by the sender.

12.3      The initial addresses and email addresses for notices are:

For TradeWindow: Address: Suite G4, /31 Northcroft Street, Takapuna, Auckland 0622, New Zealand

Email: accounts@tradewindow.io

For the Customer: (As set out in the registration details)

 

13. GENERAL

13.1 Entire Agreement

These Terms constitutes the entire agreement between the Parties.

13.2 Amendment

These Terms may only be amended by a document signed by both Parties.

13.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of New Zealand.

13.4 Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the Parties agree to attempt to resolve the dispute by negotiation in good faith. If the dispute cannot be resolved by negotiation within thirty (30) days, either Party may refer the dispute to mediation. If the dispute is not resolved within sixty (60) days of referral to mediation, either Party may commence legal proceedings.

13.5 Waiver

Any waiver by any Party of any of its rights or remedies under these Terms will be effective only if it is recorded in writing, signed by a duly authorised representative of that Party. If the waiver relates to a breach of any provision of these Terms, this will not (unless stated otherwise) operate as a waiver of any other breach of that provision.

13.6 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control.

13.7 Counterparts

These Terms may be signed in counterparts. All executed counterparts will together constitute one document. By using the Tariff Tool, the Customer and its Permitted users acknowledge that they have read, understood, and agree to these Terms and Conditions.

 

14. DEFINITIONS AND INTERPRETATION

14.1 Definitions

In the Terms, unless the context otherwise requires:

“Applicable Law” means any statute, ordinance, code or other law including regulations under them and any code of practice, membership rules or standards issued by relevant regulators or industry bodies, whether or not having the force of law, applicable to these Terms, the Confidential Information, Data Protection and Privacy and any other obligations performed under these Terms.

“Australian Tariff Data” means tariff data contained within the Customs Tariff Act (1995) and connected schedules.

“Business Day” means a day that is not a Saturday, Sunday, or public holiday in New South Wales, Australia.

“Business or Legal Entity” means any corporation, company, partnership, association, or other entity that has legal standing and is capable of entering into contractual relationships and being subject to legal obligations and rights. This includes sole proprietorships, partnerships, limited liability companies, and corporations.

“Confidential Information” means any information (in any form, whether written, electronic or otherwise): (a) Relating to the terms of these Terms; (b) Relating directly or indirectly to the business of a party or its suppliers or customers; (c) Disclosed by a party to the other party on the express basis that such information is confidential; or (d) Which might reasonably be expected by a party to be confidential in nature, provided that where information relates exclusively to one party, nothing in these Terms will require that party to maintain confidentiality in respect of that information.

“Data” means all data, content, text, drawings, and information and other material, in whatever form that information may exist, which are owned, held, used, or created by or on behalf of the Customer that is stored using, or inputted into, the Tariff Tool (if any), including any Personal Information of the Customer or its Permitted Users.

“Fees” means the amounts payable by Customers for the use of the Tariff Tool as specified in clause 6.

“IFCBAA” means the International Forwarders & Customs Brokers Association of Australia, a limited liability company incorporated in Australia with ABN 92 287 746 091 whose registered address is at Unit 8C, 443 West Botany Street, Rockdale, NSW 2216, Australia who is an appointed agent of TradeWindow.

“Licensed Content” means the WCO Data and any other WCO publications included in the Tariff Tool.

“Loss” means all loss, including consequential loss, liability, cost, damage or expense including reasonable legal fees and disbursements and costs of investigations, litigation, settlement, judgment, interest and penalties.

“Maintenance Windows” means scheduled periods during which TradeWindow may perform maintenance, updates, or upgrades to the Tariff Tool or its underlying systems, which may result in temporary unavailability or reduced performance of the Tariff Tool. TradeWindow will use reasonable efforts to notify the Customer of planned Maintenance Windows at least 24 hours in advance.

“Software” means the software associated with the Tariff Tool.

“Tariff Tool” means the online research tool (software) designed for shippers, freight forwarders, and customs brokers to check border compliance which includes WCO Data and Australian Tariff Data.

“Third Party Provider” means, without limitation, any person (juristic or natural), who is not a party to these Terms with whom TradeWindow has contracted for the provision of the Tarif Tool services, including but not limited to the WCO.

“TradeWindow Intellectual Property” refers to any intellectual property owned or licensed by TradeWindow, including but not limited to trademarks, copyrights, patents, trade secrets, know-how, and any other proprietary rights associated with the Tariff Tool and TradeWindow Materials.

“TradeWindow Materials” refers to any materials, documents, data, information, software, or intellectual property provided by TradeWindow to the Customer for the purpose of using the Tariff Tool.

“User” or “Permitted User” means an individual who is authorised by the Customer to use the Tariff Tool under these Terms and who has been supplied with a user identification and password by the Customer (or by TradeWindow at the Customer’s request). Users may include, for example, employees, consultants, contractors, and agents of the Customer. A license is required for each User.

“WCO” means the World Customs Organization.

“WCO Data” means the Harmonized System 2022 Nomenclature, Harmonized System 2022 Explanatory Notes, Harmonized System 2022 Classifications Opinions, Alphabetical Index 2022, and any future updates, upgrades, or revisions provided by the WCO.

 

14.2 Interpretation

In these Terms, unless the context otherwise requires:

(a)        Headings are for convenience only and do not affect interpretation;

(b)        The singular includes the plural and vice versa;

(c)        A reference to a clause or schedule is a reference to a clause or schedule of these Terms;

(d)        A reference to a Party includes its successors and permitted assigns;

(e)        A reference to a person includes a corporation, trust, partnership, unincorporated body, or other entity, whether or not it comprises a separate legal entity.