Terms And Conditions: TW Freight

1. SOFTWARE

(a) The Service Provider is the sole and exclusive owner of the Software and Documentation and upon execution of a Sales Order Confirmation by a Client, the Client agrees to be bound by these terms and conditions with included Schedules 1 and 2, the Service Provider’s general Terms of Use available at: https://www.tradewindow.io/legal.html and the Sales Order Confirmation (together the “Agreement”) subject to which the Service Provider, during the Term of the Agreement grants and the Client, hereby accepts a limited, revocable, non-exclusive, worldwide, non-transferable, non-assignable right to use the Software and the Documentation for any lawful purpose, subject to and in accordance with the Terms and Conditions set out in this Agreement.

(b) The Client and its Permitted Users agree, warrant and accept that the right to use the Software is restrictive and Client and Permitted Users must not:

(i) use the Software and Documentation for any purpose or in any manner other than as set out in his Agreement;

(ii) use the Software and Documentation in any way that could damage the reputation of the Service Provider, or the goodwill or other rights associated with the Software;

(iii) upload any Client Data or any content, 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;

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

(v) reproduce, make error corrections to or otherwise modify, copy or adapt the Software or the Documentation or create any derivative works based upon the Software or the Documentation;

(vi) de-compile, reproduce, decipher, mirror, disassemble or otherwise reverse engineer the Software or permit any third party to do so; or

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

(c) The Client must procure each Permitted User’s compliance with clause 1(b) for the Term of the Agreement and any other reasonable condition notified by the Service Provider to the Client. A breach of any term of the Agreement by the Client’s Permitted Users is deemed to be a breach of the Agreement by the Client.

(d) The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Software and Documentation, including the proper subscription to the selected package as set out in Schedule 2 and the Sales Order Confirmation.

(e) The Client accepts that any breach of Clauses 1 and 2 shall entitle the Service Provider to immediately terminate this Agreement without prejudice to its rights in respect of prior or continuing breaches of the copyright or the misuse of the Confidential Information of the Service Provider and such termination shall not relieve the Client of its obligation to pay the Fees accrued and due for the entire term of the Agreement.

(f) The Client acknowledges and agrees that the license granted under this Agreement is for the use of the specific version of the Software provided at the time of purchase, as detailed in the Sales Order Confirmation. The license does not confer ownership rights to the Client; rather, it permits limited usage rights for the applicable version of the Software. Any updates, upgrades, or new versions may require a separate license or additional fees, and are not included under this Agreement unless expressly stated.

2. ACCESS AND RIGHT TO RESTRICT

(a) Access to the Software and Documentation is subject to the payment of the Fees. The Service Provider may (at its sole discretion), terminate the agreement and de-active access to the Software and Documentation if the Client fails to pay the Fees as set out in clause 6, provided that such termination will not prejudice the Service Provider’s rights in respect of prior or continuing breaches of the copyright or the misuse of confidential information of the Service Provider and such termination shall not relieve the Client of its obligation to pay the Fees accrued and due for the entire term of the Agreement.

(b) This Access Right entitles the Client to:

(i) receive a Registration Key which will grant the Client access to the Software together with the necessary Documentation for use by the Client; and

(ii) use the Software in accordance with the provisions of this Agreement.

(c) For the purpose of this Agreement, “use” shall mean access to and utilisation of the Software for the processing of instructions or statements contained in such Software.

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

(i) undermined, or attempted to undermine, the security or integrity of the Software; or

(ii) used, or attempted to use, the Service for improper purposes; or in a manner, other than for normal operational purposes or in violation of clause 1; or

(iii) transmitted, inputted or stored any Data that breaches or may breach the Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

(iv) otherwise materially breached the Agreement and the breach has not been remedied in accordance with clause 12.

(e) Subscription to Cloud Hosting Services: The Service Provider offers Hosting Services as an integral component of the Services under this Agreement. Hosting Services are provided by third-party Hosting Providers, with Microsoft Azure (‘Azure’) being the preferred and primary Hosting Provider currently engaged by the Service Provider. The Client acknowledges and agrees that:

(i) Hosting on Azure: The Software will be hosted exclusively on Azure through the Service Provider as part of this Agreement. The Client agrees to contract with the Service Provider for hosting the Software on Azure. If the Software is currently hosted on a third-party service provider other than Azure, the Client agrees to transfer hosting to Azure within a timeframe mutually agreed upon by both Parties. All costs associated with the transfer of hosting to Azure shall be borne by the Client unless otherwise specified in writing by the Service Provider.

(ii) Service Level Agreement (SLA): The Premium and Enterprise Package Hosting Services shall be subject to the terms, conditions, and service availability standards set forth in the Service Level Agreement (‘SLA’) as outlined in Schedule 1. The SLA defines the quality and availability standards for the Hosting Services and provides the Client’s sole and exclusive remedies in the event of service-level deviations.

(iii) Liability for Hosting Services: The Service Provider disclaims any liability for interruptions, errors, or deficiencies arising from Hosting Services. Any recourse for service interruptions or deficiencies shall be governed solely by a Hosting Provider’s SLA. The Client agrees to independently claim any remedies from the Hosting Provider, where applicable, and the Service Provider shall not be responsible for pursuing such remedies on behalf of the Client.

(iv) Compliance with Third-Party Terms: The Client shall abide by any additional terms and conditions imposed by third-party Hosting Providers as applicable. While the Service Provider endeavors to maintain uptime and performance standards, it disclaims all liability for interruptions, errors, or service-level deficiencies caused by any third-party Hosting Providers.

(v) Exclusions from Service Availability Calculations: Planned maintenance and emergency maintenance performed by third-party Hosting Providers are expressly excluded from Service Availability calculations. Downtime resulting from a Hosting Provider’s regional outages, system failures, or other circumstances outside the control of the Service Provider is also excluded from Service Availability calculations.

(vi) Client Actions and Hosting Issues: The Service Provider is not liable for hosting-related issues caused by the Client’s actions, including but not limited to: (aa) Misconfigurations; (bb) Non-compliance with a Hosting Provider’s requirements; or (cc) Failure to transition hosting to Azure as outlined in clause 2.1(e)(i).

(vii) General Hosting Liability Disclaimer: The Service Provider shall not be liable for any interruptions, errors, or service-level deficiencies arising from third-party services, including but not limited to: (aa) System outages; (bb) Maintenance windows; or (cc) Regional service disruptions. The Client’s sole remedy for such interruptions shall be governed by the Hosting provider’s SLA. Additionally, a Hosting provider’s planned maintenance and any emergency maintenance outside of the Service Provider’s control are expressly excluded from the Service Availability calculations.

3. INITIAL SET-UP / INSTALLATION

(a) Initial Set-Up of the Software on the Initial Set-Up date will proceed only upon receipt of:

(i) a duly executed Sales Order Confirmation by the Client; and

(ii) the full payment of the Fees as set out in the Sales Order Confirmation.

(b) The Service Provider will use best efforst to commence Initial Set-Up on the agreed Initial Set-Up Date, however, reasonable delays may occur.

(c) Overruns in Set-Up Time: If the installation or set-up time exceeds the estimated hours outlined in the Sales Order Confirmation due to unforeseen technical issues, additional configurations, or any modifications requested by the Client, the Service Provider shall be entitled to charge for the excess time at the hourly Related Services Fee as specified in the Sales Order Confirmation. The Client will be informed of any potential overruns as soon as they are identified.

(d) Client-Caused or Unscheduled Delays: If the Client delays the installation or set-up process, including but not limited to failure to provide necessary access, documentation, personnel, or approval for the Service Provider to perform its obligations, the Client agrees that:

(i) The Go-Live Date may be rescheduled at the Service Provider’s discretion, without liability for any delay in services;

(ii) Any additional time required to complete the project due to Client delays will be charged at the Related Fee Rate per hour for each additional hour required for set-up, training, or data conversion beyond the originally estimated time;

(iii) The Service Provider will not be held responsible for missed deadlines or performance issues arising directly or indirectly from such delays.

(iv) If the Initial Set-Up is delayed by an Unscheduled Delay from the Client of over one (1) week, the Service Provider may, at its sole discretion, put the Initial Set-Up on hold and may reallocate resources to other customers/clients. When the Client is ready for the installation to resume, the Client must provide the Service Provider with a written notice at least five (5) business days in advance and the Service Provider will then reschedule the installation based upon its current availability. Rescheduling may result in additional costs, which will be communicated to and agreed upon by the Client before the installation resumes.

(v) Delays will not affect the monthly Subscription Fees, Hosting, Maintenance & Support Fees, or Installation Fees due and payable by the Client. The Client will remain liable for these Fees regardless of any delays.

(e) Impact on Go-Live Date: The Client acknowledges that any delay caused by them, or their failure to complete the required Academy training or UAT within the agreed timelines, will result in the Go-Live Date being postponed. The Service Provider shall not be liable for any losses, costs, or damages resulting from such a postponement.

(f) Rescheduling of Set-Up: In the event that the Client requests to reschedule the agreed Initial Set-Up Date, the Service Provider will accommodate the request, provided that notice is given at least five (5) Business Days before the agreed date.

(g) Rectification of Errors Due to Client Delays: Where errors or delays arise directly due to Client actions or omissions during the installation phase, any rectifications will be treated as out-of-scope work and billed at the Related Fee Rate.

(h) User Acceptance Testing (‘UAT’): This clause is not applicable to clients whose Software has been installed for longer than three (3) months and is only applicable to new clients.

(i) The Client may undertake UAT of the Software upon notification by the Service Provider on the terms set in this clause. Notification by the Service Provider will take place when the Service Provider sends a notification via email to the Client that the Software has been set up by the Service Provider for the Client to commence User Acceptance Testing (‘Initial Notification’).

(ii) Unless specified to the contrary, the Client will have five (5) Business Days from the date of Initial Notification by TradeWindow.

(iii) During the Initial Testing Period, the Client will provide the Service Provider with notice of any defect in the Software as identified by the Client and agreed upon between the Parties during User Acceptance Testing (‘Reportable Errors’), and the Service Provider will, for no charge to the Client, rectify such Reportable Errors.

(iv) Following rectification of the Reportable Errors (if any) by the Service Provider, the Service Provider will notify the Client that the Software has been set up by the Service Provider for the Client to commence the second round of User Acceptance Testing (‘Second Notification’).

(v) Unless specified to the contrary, the Client will undertake a second and final round of User Acceptance Testing by the Client, which must be completed within five (5) Business Days of the date of the Second Notification (‘Second Testing Period’).

(vi) During the Second Testing Period, the Client will provide the Service Provider with notice of any additional Reportable Errors identified by the Client as a result of the second round of User Acceptance Testing.

(vii) A failure to report a Reportable Error within the time frames set out in this clause means that the Reportable Error will not be addressed by the Service Provider during the User Acceptance Testing period. For the avoidance of doubt, the Service Provider is not under any obligation to rectify any error or defect in the Software which is not a Reportable Error.

(viii) Completion of User Acceptance Testing: User Acceptance Testing will be deemed to have been passed and completed:

(aa) at the conclusion of the First or Second Testing Period (as applicable), if the Client’s User Acceptance Testing finds that there are no Reportable Errors in the Software which the Service Provider is required to rectify under clause 3(iv); or

(bb) if there are Reportable Errors notified by the Client under clause 3(v) and the Service Provider accepts that the errors are Reportable Errors, when, at the sole determination of the Service Provider, all Reportable Errors are rectified by the Service Provider and completion of User Acceptance Testing have been communicated to the Client by the Service Provider.

(ix) The ‘Go-Live Date’ automatically commences on the completion of User Acceptance Testing as set out in clause (viii), provided that academy training has been completed by the Client. The Service Provider has the right to postpone Go-Live until all the required Academy Training has been completed.

(x) Any errors identified by the Client following the completion of the User Acceptance Testing will be covered under support and maintenance and will have no impact on the Go-Live date.

4. INTELLECTUAL PROPERTY RIGHTS

(a) The Service Provider retains ownership of the Intellectual Property Rights, and nothing in this Agreement constitutes a transfer of any Intellectual Property Rights.

(b) The Client acknowledges that the Service Provider owns all Intellectual Property Rights in the Software and Documentation, including all 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.

(c) The Client must not directly or indirectly do anything that would or might invalidate or put in dispute the Service Provider’s title in the Software or any of the Service Provider’s registered or unregistered trademarks (‘Trademarks’).

(d) The Client must comply with the Service Provider’s reasonable usage guidelines and directions with respect to the Software and the Trademarks as notified to the Client from time to time.

5. TERM

The term of this Agreement begins on the Initial Set-Up date and will continue for a period of three (3) months (‘Initial Term’) and shall thereafter continue for successive 3-month periods (‘Renewal Term’), unless terminated pursuant to clause 12. The Initial Term and each Renewal Term (if any) constitute the “Term.”

6. FEES AND PAYMENT

(a) Fees: The Sales Order Confirmation is only valid for a period of seven (7) Business Days from the Issue Date. Payment of the fees as set out in the Sales Order Confirmation (‘Fees’) must be paid before the Initial Set-Up will commence. The Client covenants to pay the Service Provider all the Fees as set out in the Sales Order Confirmation and invoiced to the Client in accordance with the terms set forth in this Section 6.

(b) Installation Fee / Initial Set-Up Fee: The Service Provider shall be entitled to a non-refundable Initial Set-Up Fee as set out in the Sales Order Confirmation, which Fee must be paid in full by the Client before the Initial Set-Up shall commence. The Service Provider shall be entitled to charge a separate, non-refundable fee for online training (‘Initial Training Fee’), which Fee must be paid in full by the Client before the Initial Set-Up will commence. Each Additional Module selected by the Client will incur a one-time Installation / Initial Set-up Fee, which may vary depending on the complexity of the module. Installation fees for Additional Modules are billable at the rates specified in the applicable Sales Order Confirmation and are payable in advance of installation. The Client shall be liable for all fees associated with third-party integrations (‘Integration Fees’).

(c) Subscription Fee: The Service Provider shall charge a non-refundable Subscription l Fee for the use of the Software, as set out in the Sales Order Confirmation which Subscription Fee is due and payable by the Client quarterly in advance. 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. The Client must pay the Fees electronically in cleared funds without any set-off or deduction. Additional Modules will also incur a monthly Subscription Fee which fees will be billed together with the Client’s standard Subscription Fee on a recurring basis, according to the Client’s billing cycle.

(d) Hosting, Maintenace & Support Fee: The Client shall be responsible for the payment of Hosting, Maintenance and Support Fees related to the selected service package as set out in the Sales Order Confirmation and Schedule 2. An additional storage fee is payable for additional storage and outbound transfer above the limitations specified in Schedule 2 for Hosting (‘Additional Storage Fee’). The Client agrees to remit the Hosting, Maintenance & Support Fees quarterly in advance.

(e) Related Services Fee: Where the Sales Order Confirmation provides that a Related Service Fee is payable in relation to any specific Service, that Related Service Fee at the rate as specifiedat the time by the Service Provider.

(f) Invoicing and payment: The Service Provider will provide the Client with valid GST tax invoices for the Fees due and payable by the Client.. 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. The Client must pay the Fees as follows:

(i) the Subscription Fee, Initial Set-Up Fee, and Hosting, Maintenance and Support Fees are payable immediately on receipt of the invoice;

(ii) the Related Services Fee and any Additional Storage Fees are payable within 20 days of the end of the calendar month in which the invoice is provided to the Client by the Service Provider.

(iii) for any Renewal Term, the Fees are due and payable within seven (7) Business Days of the invoice date.

(iv) Integration Fee are due and payable within 20 days of the end of the calendar month in which the invoice is provided to the Client by the Service Provider (if applicable), alternatively directly payable by the Client to the Third Party Integrator on the terms and conditions set out for the integration; and

(iv) If the Initial Set-Up is delayed due to the Client’s failure to meet their obligations or if the Client requires changes to the installation schedule, the Initial Set-Up Fee and any other agreed fees will remain payable in full in accordance with the agreed payment terms. Any additional charges incurred due to delays or changes requested by the Client will be invoiced accordingly and payable within twenty (20) days of the end of the calendar month in which the invoice is provided to the Client by the Service Provider.

All Fees are to be paid electronically in cleared funds without any set-off or deduction.

(g) Overdue amounts: The Service Provider may charge interest on all overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Service Provider’s primary trading bank as at the due date (or, if the Service Provider’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus two percent (2%) per annum.

(h) By giving at least (30) days’ notice, the Service Provider may increase the Fees once for each Renewal Term (but not the Initial Term) by:

(i) the percentage change in the relevant Consumer Price Index in the jurisdiction of the Service Provider, or (if that index ceases to be published) over the 12 months preceding the last quarterly publication of that index issued by the relevant Bureau of Statistics before the date of the notice; or

(ii) a higher percentage increase at the sole discretion of the Service Provider, provided that if the Client does not accept the higher percentage increase it may provide written notice of non-renewal on no less than ten (10) days’ notice before the commencement of the effective date of the Renewal Term.

7. SUPPORT AND MAINTENANCE

(a) Software maintenance and support services (‘Maintenance & Support’) for each service package will be provided by the Service Provider during the times and at the levels set out in Schedule 2. The Service Provider will use reasonable commercial efforts to ensure the business-critical services have a 99.5% uptime availability (‘Service Availability’) over the term of the Agreement. The Service Availability measure excludes any pre-agreed maintenance windows as set out in the SLA in Schedule 1, and the Client will indemnify the Service Provider against any downtime in the Service Availability which has been caused by or is attributable to, the Client or a third party (acting on behalf of the Client) negligent act or omission or in the event of a force majeure.

(b) Schedule 2 sets out the Maintenance & Support Inclusions as well as Maintenance & Support Exclusions related to each service package. The Service Provider is authorised to add all monthly charges for work performed by the Service Provider for Out-of-Contract Maintenance & Support Services provided to the Client at the Related Services Fee Rate.

8. WARRANTIES

(a) Each Party warrants that:

(i) it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting Party;

(ii) it will comply with all Relevant Law;

(iii) it will not infringe any person’s rights (including Intellectual Property Rights and Moral Rights); and

(iv) neither it nor any of its officers, employees, agents, subcontractors or any person acting on its behalf has offered, given or agreed to give any person any inducement or reward (or anything which might be considered an inducement or reward) in connection with the Parties entering into this Agreement.

(b) the Service Provider warrants that it:

(i) will use reasonable care and skill in providing the Service; and

(ii) will use reasonable commercial endeavours in accordance with good industry practice to keep the Software free of viruses and other harmful code;

(iii) has the full power and right to grant to the Client each of the software licenses outlined in this Agreement

(d) Except as specifically provided in this section, and to the maximum extent permitted by Relevant Law, the Service Provider 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. The Service Provider makes no warranty that the Software or any information or Data accessed or stored therein will meet the Client’s requirements or be accurate, complete, error-free, reliable, or available or that the use of the Software will fulfil or meet any statutory role or responsibility of the Client. 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 thedate of acceptance by the Client of the Sales Order Confirmation , and the invalidity of the disclaimer will not affect any other disclaimer or limitation contained in this Agreement.

(e) The Client furthermore agrees that it is relying entirely upon its own judgment in entering into this Agreement and not upon any warranty or other representation either expressed or implied by the Service Provider that the Software is fit for the purpose as required by the Client or for any particular purpose.

(f) Consumer Guarantees Act: The Client agrees and represents that it is acquiring the Service, and entering the Agreement, for the purposes of trade. The Parties agree that:

(i) to the maximum extent permissible by law, the Consumer Guarantees Act 1993, Australian Consumer Law (‘ACL’), and any other applicable consumer protection legislation does not apply to the supply of the Services or the Agreement; and

(ii) it is fair and reasonable that the Parties are bound by this clause 8(f).

9. DATA

(a) The Client acknowledges that the Service Provider may require access to the Data to exercise its rights and perform its obligations under the Agreement; and to the extent that this is necessary, the Service Provider may authorise a member or members of its personnel to access the Data for this purpose.

(b) The Client shall arrange all consents and approvals that are necessary for the Service Provider to access the Data as described in clause 9(a).

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

(ii) use Analytical Data for the Service Provider’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights.

(d) The Client acknowledges and agrees that the processing of personal data by the Service Provider shall be governed by TradeWindow’s Privacy Policy available at: https://tradewindow.io/legals/privacy-policy The Service Provider agrees to comply with all applicable data protection and privacy laws and any other relevant data protection regulations. The Client acknowledges its responsibility to ensure that any personal data provided to the Service Provider has been collected and shared in compliance with such laws. In the event of a data breach or any unauthorised access to personal data, the Service Provider will handle the incident in accordance with the procedures set out in TradeWindow’s Privacy Breach Policy available at https://tradewindow.io/legals/privacy-breach-policy including prompt notification to the Client.

(e) The Service Provider’s rights under clause 9(c) above will survive termination or expiry of the Agreement; and title to, and all Intellectual Property Rights in, Analytical Data is and remains the Service Provider’s property.

(f) If the Client provides the Service Provider with ideas, comments or suggestions relating to the Service or Software (‘Feedback’), 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 the Service Provider; and the Service Provider may use or disclose the Feedback for any purpose.

10. CONFIDENTIALITY

(a) A Party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

(b) A Party may:

(i) use the Confidential Information of the other Party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and

(ii) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

(c) Each Party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other Party’s Confidential Information whilst it is in the receiving Party’s possession or control.

(d) Each Party must return, or at the other Party’s option destroy, all Confidential Information of the disclosing Party in the receiving Party’s possession or control on termination of this Agreement for any reason, provided that the obligations under this clause do not apply:

(i) to the extent that (but only for so long as) it is necessary to retain copies for the purpose of providing information to any regulatory authority or legal requirement; or

(ii) to the extent that the Confidential Information is copied as a result of an automatic system or information technology back-up procedure.

(e) The Service Provider shall:

(i) treat all Client data as confidential; and

(ii) apply appropriate Security Features such as those listed in Schedule 2, which includes standard SSL encryption for Standard packages or advanced encryption for Premium or E-Commerce Packages as elected.

11. LIABILITY

(a) To the fullest extent permitted by law, the Service Provider shall not be liable for any lost profits, lost savings, loss of reputation, loss of goodwill, loss of Data, interruption of business or for any indirect, incidental, punitive, special or consequential loss or damages whatsoever, under, arising out of or in connection with this Agreement, the Software and Documentation or any services provided by the Service Provider or the use thereof whether or not such damages are based on tort (including negligence), warranty, contract or any other legal theory – even if has been advised, or is aware, of the possibility of such damages. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction, or modification of any implied warranties, conditions, guarantees, or obligations. If such legislation applies, to the extent possible, the Service Provider limits its liability in respect of any claim to, at the Service Provider’s option, in the case of Services:

(i) the supply of the Services again; or

(ii) the payment of the cost of having the services supplied again.

(b) The Client agrees to defend, indemnify and hold harmless the Service Provider from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees, and expenses (including attorney’s fees) arising directly or indirectly from:

(i) the Client’s use of the Software and Documentation (or any part thereof);

(ii) breach of these Terms by the Client;

(iii) any damage of any sort, whether direct, indirect, special or consequential, that the Client may cause to any third party which relates to the Client’s use of (or inability to use) of the Software and Documentation;

(iv) the violation by the Client of any third-party intellectual property rights, privacy rights or other rights through the Client’s use of the Software and Documentation; and

(vi) the Client’s violation of any applicable law or regulation.

(c) The Service Provider shall not be held liable for any interruptions, errors, or failures resulting from the use of third-party integration services, including but not limited to hosting providers, customs systems, or other external APIs. The Client acknowledges that any issues arising from such Integrations are the responsibility of the Third-Party Integrator, and the Service Provider disclaims any warranties or liabilities in connection with the performance of such third-party services.

(d) The Client acknowledges that the accuracy, completeness, and legality of all data entered into the Software or submitted via the Software to third-party systems (including, but not limited to, Customs systems and other government or regulatory bodies) is the sole responsibility of the Client. The Service Provider disclaims any and all liability arising from any incorrect, incomplete, or illegal data entered into the Software by the Client or its Permitted Users. Furthermore, the Service Provider shall not be held liable for any direct, indirect, or consequential damages arising from the submission of incorrect or incomplete data to third-party systems or integrations, including but not limited to Customs integrations, even if such errors are caused by a defect or malfunction in the Software. Any errors identified after the submission of data to third-party systems must be corrected and resubmitted by the Client at its own expense. The Client agrees to indemnify and hold harmless the Service Provider from any claims, penalties, or liabilities arising from the Client’s use of the Software for the submission of data to third-party systems, including but not limited to any fines or penalties levied by Customs or other regulatory bodies due to incorrect data submission.

12. TERMINATION

Either Party may terminate this Agreement immediately by written notice to the other Party in the event of:

(a) A material breach of this Agreement by the other Party which is not capable of remedy or, if capable of remedy, is not remedied within fourteen (14) days of written notice from the non-breaching Party specifying the breach and requiring its remedy;

(b) The other Party becoming insolvent or entering into liquidation, administration, or receivership, or otherwise becoming subject to any other form of insolvency proceeding;

(c) Immediate Termination for Non-Payment or Breach: The Service Provider reserves the right to immediately terminate this Agreement, without notice, if:

(i) The Client fails to pay any Fees or amounts owed under this Agreement within seven (7) days after such payment is due;

(ii) The Client misuses, infringes, or violates the Service Provider’s intellectual property rights or Confidential Information;

(iii) The Client uses the Service for illegal purposes or in a manner that materially breaches the acceptable use conditions set forth in this Agreement or any applicable laws.

Upon termination of this Agreement, the Client must immediately cease using the Software and the Service Provider will revoke all access to the Software. The Client will remain liable for any outstanding fees up to the date of termination, including any amounts due under Clause 6 for the remainder of the Term.

13. CONSEQUENCES OF TERMINATION

If this Agreement is terminated or expires for any reason, then, in addition, and without prejudice to any other rights or remedies available:

(a) the Parties are immediately released from their obligations under the Agreement except for those obligations in clauses 4, 6, 8, 9, 10, 11 and 14 and any other obligations that, by their nature, survive termination;

(b) each Party retains the claims it has against the other;

(c) the Client’s right to access and use the Software and the Trademarks immediately ceases, and all right and licences granted under this Agreement immediately terminates; and

(d) the Client must immediately pay to the Service Provider all outstanding fees for the Term of the Agreement, charges or any other payments arising in respect of the Software, this Agreement or otherwise, and any costs and expenses including legal and other fees incurred by the Service provider in relation to such arrears as well as any costs or expenses incurred as a result of such termination.

(e) The Client may, at any time prior to one month after the date of termination or expiry of the Agreement request a copy of any Data stored using the Service, provided that the Client pays the Service Provider the costs of providing that copy. On receipt of that request, the Service Provider must provide a copy of the Data in a common electronic form. The Service Provider does not warrant that the format of the Data will be compatible with any software.

14. GENERAL

(a) The Client must not assign, sublicence or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Service Provider (at the Service Provider’s sole discretion).

(b) Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.

(c) If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.

(d) Each Party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(e) This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this Agreement, no Party has relied on any representation made by or on behalf of the other.

(f) This Agreement may be amended only by a document signed by all Parties.

(g) A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.

(h) A Party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the Party keeps the other closely informed in such circumstances and uses reasonable endeavors to rectify the situation. Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a Party’s performance under this Agreement for more than sixty (60) consecutive days, the other Party may immediately terminate this Agreement by written notice.

(i) This Agreement is governed by the laws of the country of principal place of business of the Service Provider and each Party submits to the jurisdiction of the courts of such

(j) A notice given by a Party under the Agreement must be delivered to the other Party via email using the email address set out in the Sales Order Confirmation or otherwise notified by the other Party for this purpose.

(k) The Service Provider is granted a limited right during the term of the Agreement to use, the names, images, logos, trademarks, service marks or any other Intellectual Property of the Client in any advertising, marketing, promotional material, publicity, press release, presentation or proposal; or to express or to imply any endorsement of the Service Provider or its equipment or services by any member of the Client.

15. DEFINITIONS AND INTERPRETATIONS

15.1 Definitions

Additional Modules refer to optional, individually priced software features or functionalities that are available for selection by the Client when subscribing to the Premium or Enterprise packages. These modules enhance or expand the core functionality of the subscribed package and can be added at the Client’s discretion. Each Additional Module is priced separately and is subject to the terms and conditions of the primary Service Agreement. The availability, pricing, and compatibility of these modules may vary depending on the Client’s selected package and configuration

Agreement means the Sales Order Confirmation read together with the Terms and Conditions.

Academy Training means the compulsory online learning provided by the Service to the Client containing application functionality to enable the Client to use and operate the Software.

Affiliate with respect to any legally recognisable entity, any other entity Controlling, Controlled by, or under common Control with such entity. “Control” means direct or indirect (i) ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for members of the board of directors or other managing officers of such entity, or (ii) for an entity that does not have outstanding shares, more than fifty percent (50%) of the ownership interest representing the right to make decisions for such entity.

An entity will be deemed an Affiliate only so long as Control exists.

Business Day means Monday to Friday and excludes all public or other holidays as recognised in the relevant jurisdiction of the Service Provider.

Confidential Information means all information provided by one Party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably to be considered confidential based on its content, nature or the manner of its disclosure, but excluding: (a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and (b) information developed independently by a Party.

Client means the Client as set out in the Sales Order Confirmation, and includes its affiliates, employees, contractors, agents, and representatives.

Data means (a) all data, content, text, drawings and information and other material, in whatever form that information may exist which: (i) are owned, held, used or created by or on behalf of the Client that is stored using, or inputted into, the Software, including any Personal Information of the Client as defined in Relevant Law.

Defect means a genuine error, fault or failure within the source code of the Software which prevents the Software from operating as intended and excludes any other defect which may cause the Software to malfunction.

Documentation means any and all proprietary documentation made available to the Client by the Service Provider for use with the Software, including any documentation available online.

Enterprise Package means the Enterprise Package with Hosting, Maintenance and Enterprise Support as set out in Schedule 2 and priced per the Sales Order Confirmation.

Fees mean all the fees charged by the Service provider and payable by the Client as set out in the Sales Order Confirmation, payable in terms of clause 6.

Force Majeure Event means any event beyond the control of the relevant Party, including, without limitation, any act of God; any action or inaction of any government or competent authority; strike; failure, or malfunction of power; storm; fire; accident; an outbreak of hostilities (in all cases whether war has been declared or not) or an escalation of existing hostilities; act of terrorism; closing of any stock exchange; a general moratorium on banking activities or material disruption in commercial banking; and any material or fundamental changes (or escalation of a material or fundamental change) in national or international, financial, economic or political conditions affecting capital markets or financial markets.

Go-Live Date means the date the Client is able to use the Software to send live transactions.

GST means the relevant tax law in the applicable jurisdiction of the Service Provider, or any other similar tax acts as applicable in other jurisdictions.

Hosting Provider means a third-party entity that provides the infrastructure, services, and resources required to host, store, and manage software, applications, and data on a cloud-based or physical server. These services may include, but are not limited to, the provision of virtual machines, storage, networking, and associated security measures to ensure the availability, accessibility, and performance of hosted software and systems. The Hosting Provider operates independently and is responsible for maintaining the infrastructure, uptime, and compliance with applicable service-level agreements.

Hosting Services refer to the cloud infrastructure and associated resources used to operate and manage the Software, including but not limited to virtual machines, storage, networking, and other infrastructure components. These services are provided by third-party hosting providers, currently Microsoft Azure, and are integral to the delivery of the Software under this Agreement.

Initial Set-Up means the initial installation and configuration of the Software by the Service Provider including the initial online training provided after the installation on the use of the Software as provided by the Service Provider to the Client.

Insolvency Event means: (a) enters into receivership or liquidation; (b) is removed from the relevant companies register or has a liquidator, receiver, administrator or statutory manager appointed; (c) becomes (or is deemed to be) insolvent or is unable to pay its debts when they become due or is presumed under any applicable Relevant Law to be unable to pay its debts; or (d) makes or proposes any assignment to, or enters into any arrangement for the benefit of, all or some of its creditors (other than for the purposes of a solvent restructuring with written notice to the other Party).

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any

applications for registration or rights to make such an application. Intellectual Property has a consistent meaning and includes any enhancement, modification or derivative work of the Intellectual Property.

Integrations means the connection or linking of the Software with third-party systems, software, or services, enabling the transfer or sharing of data between the Software and such third-party systems. This may include, but is not limited to, connections to customs systems, data transfer services, or APIs provided by third-party vendors.

Moral Rights has the meaning given under the Copyright Act in the country of jurisdiction of the Service Provider and include any similar rights existing in other countries.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Out-of-Contract Maintenance and Support Services means any Maintenance & Support exclusion as set out in Schedule 2 which will be charged at the Related Services Fee Rate.

Permitted Users means those personnel of the Client who are authorised to access and use the Software and Documentation on the Client’s behalf and for which a license for the Software and a license for the Hosting, Maintenance & Support has been reserved as set out in the Sales Order Confirmation for the Term of the Agreement.

Premium Package means the Premium Package with Hosting, Maintenance and Premium Support as set out in Schedule 2 and priced per the Sales Order Confirmation.

Registration Key means the unique number provided by the Service Provider to the Client to access the Software.

Related Service means any related service described in a Sales Order Confirmation any further services that the Service Provider agrees to provide to the Client under the Agreement at the related fee rate (Related Fee Rate) specified in the Sales Order Confirmation.

Relevant 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 this Agreement, the Confidential Information and any other obligations performed under these Terms and Conditions.

Service means the provision of the Software at the applicable Fee or any Related Service for which a Related Services Fee is charged by the Service Provider as set out in the Sales Order Confirmation and Schedule 2.

Service Availability refers to the percentage of total monthly hours during which the Software is accessible and operational for the Client, excluding: (a) planned maintenance; (b) downtime caused by Microsoft Azure or other third-party hosting providers, as governed by their respective SLAs; (c) Force Majeure Events beyond the Service Provider’s reasonable control; and (d) interruptions caused by the Client, including misconfigurations or unauthorised modifications.

Service Provider means the entity as fully set in the Sales Order Confirmation.

Software means the Software as set out in the Sales Order Confirmation as owned by the Service Provider and delivered to the Client by the Service Provider pursuant to this Agreement.

Standard Package means the Standard Package with Hosting, Maintenance and Standard Support as set out in Schedule 2 and priced per the Sales Order Confirmation.

System means the operating computer system of the Client.

Third Party means, without limitation, any person (juristic or natural), who is not a party to this Agreement.

Third-Party Integrators refers to third-party service providers that facilitate or provide integration services between the Software and external systems, databases, or services. These may include, but are not limited to, cloud hosting services, customs software, and other software vendors.

Unscheduled Delay means any delay not previously communicated and agreed upon in writing by both parties or any failure to provide documentation, complete assigned tasks or any other delay not accounted for.

Use means the limited right of use of the Software as set out in these Terms and Conditions.

15.2 Interpretation

Unless the context requires otherwise:

(a) a reference to a person includes a corporation or any other legal entity;

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

(c) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;

(d) the term “includes” (or any similar term) means “includes without limitation”; and

(e) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it;

(f) a reference to dollars or $ is the local currency, unless expressly stated otherwise; and

(g) if there is a conflict between the Sales Order Confirmation and the Terms and Conditions, the Terms and Conditions will prevail unless expressly stated otherwise.

SCHEDULE 1

SERVICE LEVEL AGREEMENT

1. Purpose and scope

1.1 The objective of this SLA is to define the reference parameters for the provision of Hosting Service as set out in the Terms and Conditions (Agreement) and further defined herein below and for monitoring the level of quality provided. The objective of the SLA is also to define the rules of interaction between the Service Provider and the Client.

1.2 This SLA is incorporated into and forms part of the Agreement between the Parties. Any inconsistency between this SLA and the Agreement, as far as it relates to the provision of the Hosting Service, this SLA shall apply.

1.3 The Service Provider shall at all times during the term of this SLA provide the Hosting Service to meet or exceed the Service Availability, as defined herein.

2. Validity and duration of the SLA

2.1 Modifications or replacements of the SLA: This SLA shall enter into force for the duration of the Agreement. The Parties may change or replace it by agreement during the term of the Agreement and at any time.

3. Services

3.1 Scope of Hosting Service: The management and maintenance governed by this SLA relate to the Hosting Service for which this SLA was entered into for the Service Availability of the TWFreight Software API (as defined in the Sales Order).

3.2 Scope of the SLA: The following components fall outside of the scope of this SLA:

(a) The Client’s own Infrastructure along with the public portion of the internet outside the control of the Service Provider.

(b) Functional application management of the Client’s applications.

(d) Any links or other interfaces of the Client applications with external environments.

(e) Upgrades and upgrade policies of non-Service software.

(f) Problems caused by data integrity problems not resulting from the use of the Service Provider’s software (e.g. initial loading of client data, ‘creative’ use of the product).

3.3 Basic Assumptions and pre-requisites: The following basic assumptions and prerequisites apply to this SLA:

(a) The Service Provider will ensure reasonable security and protection of the services.

(b) The Client will be responsible for protecting its own infrastructure from all IT risks, bugs, errors, viruses, and intrusions;

4. Infrastructure

Cloud facilities: The Service Provider currently makes use of Microsoft Azure as Third-Party Hosting Providers for the Hosting Service. The Hosting Service is hosted out of Sydney, Australia. Nothing herein prevents the Service Provider from changing its Hosting Provider, provided that the Client will be informed when such change occurs.

5. Service Availability

5.1 The Service Provider will ensure Service Availability uptime of 99.5%, measured monthly, excluding the following:

(a) planned maintenance or emergency maintenance performed by the Service Provider or its third-party Hosting Providers (currently Microsoft Azure and Bang IT);

(b) downtime or performance issues arising from a Hosting Provider’s regional or global service outages, system failures, or infrastructure deficiencies, as defined and governed by the Hosting Provider’s own SLA. For Microsoft Azure see: https://azure.microsoft.com/en-us/support/legal/sla/

(c) any interruptions caused by the Client, including but not limited to misconfigurations, unauthorized modifications, or failure to comply with obligations under this Agreement; and

(d) force majeure events or other circumstances beyond the Service Provider’s reasonable control, as defined in clause 12 of this Agreement.

The Client acknowledges and agrees that the Hosting Services are provided by third-party Hosting Providers and any Service Availability commitments or remedies related to performance are exclusively governed by the Hosting Provider’s own SLA. The Client agrees to independently claim any applicable remedies directly from the Hosting Provider, where permitted, and the Service Provider is not responsible for pursuing such remedies on behalf of the Client. Uptime calculations will commence from the Go-Live Date and exclude weekends, public holidays, or agreed non-business hours unless the Client subscribes to a package that includes 24/5 or 24/7 support.

5.2 Third-Party Downtime

The Service Provider disclaims all liability for service interruptions caused by Third-Party Hosting Providers, including Microsoft Azure. Service credits or remedies for hosting related issues will be governed solely by the Hosting provider’s SLA, and the Client is responsible for pursuing any such remedies directly with the Hosting provider. No additional credits, remedies, or compensation shall be provided by the Service Provider for third-party-related downtime. This includes but is not limited to:

(a) system-wide outages, maintenance, or performance deficiencies by the Hosting Provider;

(b) delays caused by third-party integrations or APIs not directly under the Service Provider’s control; and

6. Service Credits

The Service Provider’s sole and exclusive remedy, and the Client’s sole recourse for failure to meet the Service Availability target, shall be the provision of service credits as follows:

(a) For each period of unplanned downtime exceeding one hour (excluding exclusions outlined in clause 5.1), the Service Provider will credit the Client 0.5% of the monthly Hosting Fee for each 30-minute increment of downtime, up to a maximum of 5% of the monthly Hosting Fee for that month.

b) Credits shall apply only to unplanned downtime and shall not include downtime caused by:

(i) planned maintenance or emergency maintenance by the Service Provider or its third-party providers;

(ii) third-party service outages, including the Hosting Provider’s regional or global disruptions;

(iii) Force Majeure Events; or

(iv) issues attributable to the Client, such as misconfigurations or non-compliance with SLA terms.

(c) To claim service credits, the Client must notify the Service Provider in writing within 24 hours of the downtime event, providing detailed evidence of the outage and I ts impact. Failure to notify within this timeframe will void the Client’s eligibility for service credits.

(d) Service credits are capped at 5% of the total monthly Hosting Fee for any given calendar month and are non-cumulative or transferable. Credits cannot be exchanged for cash or used to offset other Fees under this Agreement

7. Planned maintenance

Planned maintenance includes activities undertaken by the Service Provider or its third-party Hosting Provider, to maintain the functionality, security, and performance of the Hosting Service.

(a) The Service Provider will notify the Client of planned maintenance at least 24 hours in advance, specifying the expected duration and impact. Such notice shall be provided via email to the Client’s designated contact or published on the Service Provider’s website.

(b) Planned maintenance will, where possible, be scheduled outside of standard business hours to minimise disruption. However, maintenance necessary to address critical issues or ensure service stability may occur during business hours.

(c) Planned maintenance and any downtime resulting from such activities are expressly excluded from Service Availability calculations and do not entitle the Client to service credits or other remedies.

8. Detecting failures and/or faults

8.1. Any failures and/or faults of the Hosting Service shall be reported by contacting the Support Centre at twf_support@tradewindow.io

8.2. Failures or faults can be reported by the Client to the Service Provider support service 24 hours a day. Any reports received will be promptly forwarded to the technical support strictly respecting the chronological order of receipt and the severity of the fault raised.

9. SLA applicability limits

9.1 Listed below are the conditions in the presence of which, despite the occurrence of any malfunction, the Client is not due any compensation provided by the SLA:

(a) due to a Force Majeure Events, i.e. events that, objectively, would prevent the Service Provider’s staff from intervening to perform the tasks set out by the Agreement which are the Service Provider’s responsibility (merely by way of example and not exhaustive: strikes and demonstrations which block communication routes; road accidents; wars and acts of terrorism, natural disasters such as flooding, storms, hurricanes, pandemics etc.);

(b) extraordinary interventions to be carried out urgently at the sole discretion of the Service Provider to avoid hazards to the safety and/or stability and/or confidentiality and/or integrity of the Hosting Service and the data and/or information contained therein. Any execution of these measures will be communicated to the Client via email sent to the email address provided in the Agreement with less than 24 hours’ notice, or at the start of the operations in question or in any case, as soon as possible;

(i) incorrect use, incorrect configuration or shut-down commands, voluntarily or involuntarily performed by the Client;

(ii) faults and malfunctions of application/management software provided by Third Parties;

(iii) non-fulfillment or breach of Agreement due to the Client;

(d) fault or malfunction of the Hosting Service, or their failure or delayed removal or elimination due to non-fulfillment or breach of Agreement by the Client or to an abuse of the Hosting Service by the Client;

(e) failure by the Client’s network to connect to the Hosting Service; and

(f) causes that lead to total or partial inaccessibility of the Hosting Service caused by the Client.

10. Issue Escalation Process

The Service Provider uses the ITIL standard way of describing an internal Escalation Matrix and Process, linking Support, DevOps, and Operations. Support phone numbers and email addresses are provided. Issues that need to be escalated by external parties will be provided to the Operations manager support number and email.

11. Disaster Recovery Planning

11.1 The Service Provider shall develop and maintain a disaster recovery plan during the term of this Agreement, in the event, there is a significant disruption to the Service Provider’s core business (Force Majeure Event). The disaster recovery plan shall describe the key recovery steps to be performed by the Service Provider during and after a disruption in services, to enable the Service Provider to return to normal operations as soon as possible.

11.2 Upon the occurrence of a Force Majeure Event, the Service Provider shall promptly notify the Client of the Force Majeure Event, its effect on performance, and how long the Service Provider expects it to last. Thereafter the Service Provider shall update that information as reasonably necessary.

11.3 During a Force Majeure Event, the Service Provider shall use reasonable efforts to limit disruption and to try and resume its performance under this Agreement. Notwithstanding the foregoing, each Party shall have to right to terminate this Agreement in accordance with the provisions of the Master Services Agreement.

11.4 The Service Provider has standard ISO-approved policies in place covering:

(i) ISP14 Disaster Recovery Procedure;

(ii) ISP07 Document & Data Control;

(iii) ISP11 Incident Management Procedure; and

(iv) POL12 Operating Procedures for IT Management Policy.

These policies shall be made available to the Client upon request.

12. Incident Priority

The Service Provider’s targeted response and targeted resolution Times t in respect of service errors, Maintenance & Support or Hosting Services related to each package as per the Sales Order Confirmation are set out in Schedule 2. The table below describes each priority. )

Priority Code (ITIL)	Description
P1	Critical – A complete business down situation. The client is unable to operate.
P2	High – A major component of the client’s ability to operate is affected.
P3	Medium – The client’s core business is unaffected but the issue is affecting efficient operation by one or more people.
P4	Low – The issue is an inconvenience or annoying but there are clear workarounds or alternates.

SCHEDULE 2

PACKAGE SPECIFICATIONS

This Schedule 2, as well as the Sales Order Confirmation, forms an integral part of these Terms and Conditions. All references to support levels, pricing, and services, including Package, Maintenance & Support, and Hosting details, are governed by this Schedule. This Schedule outlines pricing structures for set-up, installation, hosting fees, and additional services, as well as the included modules, SLAs, response and resolution times, and maintenance inclusions and exclusions.

Version 1.4. Last updated 1 October 2024