1. SOFTWARE

(a)    The Service Provider is the sole and exclusive owner of the Software and Documentation. Upon execution of a Sales Order Confirmation by the Client, including any accompanying Statement of Work, the Client agrees to be bound by the agreement governing the use of the Services (the ‘Agreement’), which consists of: (a) These Terms and Conditions, including Schedules 1 and 2; (b) the Service Provider’s general Terms of Use, available at  https://www.tradewindow.io/legal.html, (c) the Sales Order Confirmation; and (d) any applicable Statement of Work. Subject to the terms of this Agreement, the Service Provider grants the Client a limited, revocable, non-exclusive, worldwide, non-transferable, and non-assignable right to use the Software and Documentation for lawful purposes, strictly in accordance with 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 this 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 non-exclusive 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 thirty (30) days, or 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’) for Premium and Enterprise Packages:

(aa)     Clients subscribed to the Premium or Enterprise Package will receive Hosting Services under the Service Level Agreement (“SLA”) set out in Schedule 1, which forms an integral part of this Agreement. By entering into this Agreement and selecting a Premium or Enterprise Package, the Client acknowledges that the SLA exclusively governs Service Availability, hosting performance, and applicable remedies for hosting-related issues.

(bb)     The SLA does not apply to Clients on the Standard Package, and the Service Provider makes no guarantees regarding uptime, availability, or performance for Standard Package Clients.

(cc)      The Client agrees that the SLA’s Service Availability targets, calculations, and Service Credits (if applicable) are the Client’s sole and exclusive remedies for any failure of the Hosting Services.

(iii)    Liability for Hosting Services: The Service Provider disclaims all liability for any 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, Schedule 1 (SLA), and Clause 5 (Service Availability). The Client acknowledges and agrees that:

(aa)     Azure’s SLA governs uptime and availability, and any claims related to hosting failures must be directed to the Hosting Provider as outlined in Schedule 1, Clause 5.2 (Uptime Calculation);

(bb)     Hosting-related Downtime shall not be deemed a breach of this Agreement, nor shall it entitle the Client to terminate the Agreement, except where explicitly stated in Schedule 1 (SLA), Clause 6 (Service Credits); and

(cc)     the Client assumes full responsibility for maintaining system backups, data security, and compliance with the Hosting Provider’s technical requirements, as detailed in Schedule 2 (Package Specifications).

(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 endeavours to maintain uptime and performance standards, it disclaims all liability for interruptions, errors, or service-level deficiencies caused by any third-party Hosting Providers. Any breach of such third-party terms that results in service suspension shall not be deemed a failure by the Service Provider to meet its obligations. The Client shall take all necessary precautions to safeguard its data and system configurations. The Service Provider shall not be liable for data loss, corruption, or security breaches caused by the Client’s actions or failure to comply with security best practices. The Service Provider shall not be liable for data loss, corruption, or security breaches caused by the Client’s actions or failure to comply with security best practices. The Client acknowledges that post-termination data retention is governed by Clause 13(e) of this Agreement, and the Service Provider shall have no liability for data loss beyond the retention period specified therein.

(v)    Exclusions from Service Availability Calculations: Planned maintenance and emergency maintenance performed by third-party Hosting Providers, Third Party hosting outages beyond the Service Provider’s reasonable control, regional infrastructure failures affecting Azure’s data centres and Client actions causing misconfigurations, security breaches or performance degradation shall be excluded from Service Availability calculations and shall not be considered downtime under this Agreement or the SLA.

(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).

(vii)    Client Responsibilities for Hosting Risks: The Client acknowledges that data integrity, backup storage, and risk mitigation for hosting failures are the Client’s sole responsibility. The Client agrees to:

(aa)     Maintain an up-to-date backup of all critical data stored in the Hosting Services.

(bb)     Implement reasonable disaster recovery measures to protect against service disruptions.

(cc)     Ensure compatibility with the Hosting Provider’s infrastructure, including any required software updates or security settings.

The Client expressly waives any claims against the Service Provider for data loss, corruption, or unavailability, except where explicitly provided for under the Hosting Provider’s SLA.

(viii)    Enterprise and eCommerce Hosting Requirements: Clients subscribed to the Enterprise Package, including those classified as eCommerce Clients (as defined in the Sales Order Confirmation), acknowledge that their usage may require enhanced or dedicated infrastructure, storage, bandwidth, or compute resources beyond standard packages. The Service Provider shall provision such resources at its sole discretion, using Microsoft Azure or other Hosting Providers. The Client agrees to pay all additional hosting, data storage, and compute charges incurred in connection with these enhanced requirements, as invoiced quarterly in arrears or as otherwise set out in the Sales Order Confirmation. These charges are separate from the Subscription Fees and are non-refundable. The Client shall not be entitled to withhold, delay, or set-off payments due for infrastructure usage based on perceived service deficiencies unless expressly permitted in Schedule 1 (SLA).

 

3. PROJECT IMPLEMENTATION

(a)   The Project shall commence on the Start Date as set out in the Sales Order Confirmation, provided that the Client has paid the Installation Fee and all other applicable Fees as set out in the Sales Order Confirmation in full. No work shall commence unless all required payments have been received in cleared funds by the Service Provider.

(b)    Client Dissatisfaction and Cancellation:

(i)        The Client acknowledges that the Service Provider does not guarantee that the Software will meet every specific requirement of the Client beyond those expressly stated in the Agreement. The Service Provider provides the Software and Related Services on an “as is” basis, and any dissatisfaction, changes in the Client’s business needs, or subjective concerns shall not entitle the Client to a refund or cancellation of fees due under this Agreement.

(ii)       If the Client elects not to proceed with implementation or terminates the Agreement before or after testing or after Go-Live, the Client shall remain fully liable for all incurred costs, including but not limited to:

(aa)         Installation Fees;

(bb)         Subscription Fees for the agreed period;

(cc)         Hosting, Maintenance & Support Fees;

(dd)        Development Work Fees (whether completed or in progress);

(ee)         Integration Fees; or

(ff)           Any third-party costs incurred by the Service Provider on behalf of the Client.

(iii)      Any outstanding fees shall become immediately due and payable upon the Client’s decision to cancel or terminate the Agreement.

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

(c)   Project Overruns: If the Project requires more time than estimated 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 Project Delays: If the Client delays the Project, 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 due to the delay;

(ii)    Any additional time required to complete the project due to Client delays will be charged at the Related Service Fee Rate per hour for each additional hour required for set-up, Academy 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 Client-caused Project delay;

(iv)    If the Start Date is delayed by the Client of over one (1) week, the Service Provider may, at its sole discretion, put the Project on hold and reallocate resources. When the Client is ready to resume the Project, the Client must provide the Service Provider with a written notice at least five (5) days in advance and the Service Provider shall make reasonable efforts to reschedule the installation at its earliest convenient time.  Rescheduling may result in additional costs, which will be communicated to and agreed upon by the Client before the Project resumes; and

(v)     All Fees, including the Installation Fee, Subscription Fees, and Hosting, Maintenance & Support Fees, remain payable in full from the Start Date, in accordance with Clause 6, regardless of any delays caused by the Client.

(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 the Project Start Date: In the event that the Client requests to reschedule the Start Date, the Service Provider will accommodate the request, provided that written notice is given at least five (5) days before the agreed Start Date. Any rescheduling may incur additional charges, which will be invoiced separately.

(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 Service Fee RateI.

(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) days from the date of Initial Notification by TradeWindow (‘Initial Testing Period’) to complete their initial testing.

(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. Additional In Person Training, as requested by the Client, will not impact the Go-Live Date.

(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.

(e)   Any customisations, feature developments, modifications, integrations, or enhancements made to the Software at the Client’s request, including Development Work, shall remain the exclusive property of the Service Provider unless expressly agreed otherwise in writing. The Client shall have no right to reverse-engineer, copy, replicate, sublicense, or transfer such developments to a third party, nor shall the Client claim any intellectual property rights over enhancements performed by the Service Provider.

 

5. TERM

5.1   Commencement and Binding Effect: This Agreement becomes legally binding on the Commencement Date and applies to the Parties in full from that date, including obligations relating to confidentiality, cancellation restrictions, Term commitment, and indemnity.

5.2   Fixed Term and Start Date: The Agreement shall continue for the fixed term period specified in the Sales Order Confirmation and or Statement of Work (the “Initial Term”), commencing from the Start Date. Where no specific term is stated, the Initial Term shall be three (3) months from the Start Date. The Client shall remain fully liable for all Fees applicable to the Initial Term. The Client Classification applicable to the Client may affect the duration of the Term and applicable notice periods as specified in Schedule 2.

5.2A Client Classification: The Client’s applicable Client Classification (Standard, Premium or Enterprise) is recorded in the Sales Order Confirmation and determines the applicable service levels, Hosting environment, Maintenance & Support obligations, and Fees payable under this Agreement. The Service Provider may, in its sole discretion, reclassify the Client in accordance with Clause 6(h) (Automatic Upgrade Based on Transactional Volumes) and Clause 6(h)(vii) (Reclassification Notice and Effect) as well as Schedule 2 (Package Specifications).

5.3   Renewal: Unless otherwise agreed in writing, this Agreement shall automatically renew for successive renewal terms of equal duration (each a “Renewal Term”) unless either Party provides written notice of non-renewal before the expiry of the then-current Term as follows:

(i)        At least ninety (90) days’ notice, where the Term is twelve (12) months or longer; or

(ii)       At least thirty (30) days’ notice, where the Term is less than twelve (12) months.

If no notice is given, the Agreement shall renew on the same terms, subject to Clause 5.5.

5.4   Non-Cancellable Term: The Client acknowledges that the Term (Initial Term and any Renewal Term) is binding and may not be cancelled early for convenience. Termination by the Client is permitted only in the case of a material breach by the Service Provider that is not remedied within thirty (30) days of written notice. Dissatisfaction, business changes, internal decisions, or non-use of the Software do not constitute grounds for termination.

5.5   Renewal Pricing: Unless otherwise agreed in writing, any Renewal Term shall be subject to the Service Provider’s then-current pricing, provided that the Client is notified of any change not less than thirty (30) days prior to the commencement of the Renewal Term.

5.6   Exclusivity and Minimum Transaction Requirement: The Service Provider confirms that, for the duration of the Term, the Client shall not be required to meet any minimum transaction volumes or values. In consideration of this, the Client grants the Service Provider exclusive rights to be the sole provider of the Services for the Client’s operations (including all online trade documentation, digital certification, and related services specified in the Sales Order Confirmation) for the duration of the Term. The Client shall not, during the Term, procure equivalent or substantially similar e-commerce services from any third party without the Service Provider’s prior written consent. If this Agreement is terminated early by the Client for reasons other than those permitted under Clause 12(a)(ii), the exclusivity commitment shall continue to apply until the original expiry date of the Term.

 

6. FEES AND PAYMENT

(a)    Fees: All Fees payable by the Client are determined according to the Client Classification, which may change under Clause 6(h). The Sales Order Confirmation is only valid for a period of seven (7)  days from the Issue Date. Payment of the fees as set out in the Sales Order Confirmation (‘Fees’) must be paid before the Start Date and the Service Provider shall be under no obligation to commence implementation, onboarding, or provide access to the Software until full payment is received in cleared funds. 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.  For the avoidance of doubt, any delay in payment by the Client shall not defer the commencement of the Term nor relieve the Client of its obligation to pay all Fees for the full Term as agreed.

(b)   Installation Fee: The Service Provider shall be entitled to a non-refundable Installation Fee as set out in the Sales Order Confirmation, which Fee must be paid in full by the Client before the Start Date. The Service Provider shall be entitled to charge a separate, non-refundable fee for online Academy Training (‘Initial Training Fee’), which Fee must be paid in full by the Client before the Start Date. Each Additional Module selected by the Client will incur a one-time Installation 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 the Start Date.

(c)    Integration Fee: Where the Client requests integration with third-party systems, including but not limited to customs platforms, accounting software, shipping APIs, or logistics tools, an Integration Fee will apply. The Integration Fee shall be either:

(i)    set out in the Sales Order Confirmation and invoiced by the Service Provider, or

(ii)   invoiced separately by the relevant Third-Party Integrator, where the integration is delivered through an external provider.

The Client acknowledges that the Integration Fee is non-refundable and payable in full regardless of whether the integration is completed, implemented, or utilised, provided that the integration work has been scoped or commenced by the Service Provider or its integration partner. Integration Fees are payable upon invoice and must be settled within twenty (20) days of invoice date, unless otherwise agreed in writing between the Parties. Where integration is managed or facilitated by the Service Provider, the Client agrees that a reasonable administration or handling fee may be applied in addition to any third-party integrator fees.

(d)   Subscription Fee: The Service Provider shall charge a non-refundable Subscription Fee for the use of the Software, as set out in the Sales Order Confirmation. Unless otherwise agreed in writing between the Parties, the which Subscription Fee shall be invoiced and payable by the Client quarterly in advance from the Start Date. The Client shall remain fully liable for all Subscription Fees for the entire Term, regardless of billing frequency, usage, or early termination. 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, which shall be added to each invoice as required by law. All Fees under this Agreement are non-refundable and must be paid electronically in cleared funds, without set-off, deduction, counterclaim, or withholding of any kind, except as required by law. Additional Modules, selected by the Client will incur a separate monthly Subscription Fee, which will be invoiced on a recurring basis together with the Client’s standard Subscription Fee, in accordance with the billing cycle. Failure to pay any Subscription Fee instalment when due shall constitute a material breach of this Agreement and may result in immediate suspension or termination of Services in accordance with Clause 12.

(e)   Hosting, Maintenance & 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 further described in Schedule 2 (‘Package Specifications’)An additional storage fee is payable for additional storage and outbound transfer above the limitations specified in Schedule 2 for Hosting (‘Additional Storage Fee’). These Fees shall be invoiced and payable quarterly in advance from the Start Date, unless otherwise agreed in writing between the Parties. The Client shall also be responsible for any Additional Storage Fees incurred for exceeding the baseline data storage and outbound transfer limits defined in Schedule 2. Additional Storage Fees will be invoiced monthly in arrears and must be paid within twenty (20) days of the end of the month in which they were incurred. All Hosting, Maintenance & Support Fees are non-refundable, and shall remain payable in full for the entire Term, regardless of whether the Client delays implementation, postpones the Start Date, or does not make full use of the Software. All such Fees must be paid electronically in cleared funds, without any set-off, deduction, counterclaim, or withholding, except as required by law.

(f)    Related Services Fee: Where the Sales Order Confirmation provides that a Related Service Fee is payable in relation to any specific Service (including, but not limited to, additional training, data migration, custom configuration, troubleshooting, or technical assistance), such services shall be charged at the rate as specified in the Sales Order Confirmation or quoted separately if not included in the Sales Order Confirmation (the “Related Services Fee Rate”).. The Client acknowledges that all such services are subject to additional charges and are not included within the Subscription or Hosting Fees, unless expressly stated in writing. The Service Provider may issue interim invoices for Related Services performed, or invoice on completion, at its sole discretion. The Client further acknowledges that all Development Work, including configuration, integration, or enhancement of the Software requested by the Client or reasonably necessary to meet the Client’s environment or compliance requirements, is chargeable at the Related Services Fee Rate and shall be invoiced regardless of whether the Client proceeds to full implementation or chooses to discontinue use of the Software. All Related Services Fees are payable within twenty (20) days of the end of the calendar month in which the invoice is issued and must be paid in cleared funds without any set-off or deduction, unless required by law. Where Related Services involve the use of third-party tools, systems, or integrations, the Service Provider may on-charge such costs with a reasonable administration margin.

(g)   Transaction-Based Charges for eCommerce Clients: Clients subscribing to the Enterprise or eCommerce Package may be subject to additional transaction-based charges. These charges apply to high-volume use of the Services, including but not limited to document lodgement, customs declarations, digital certificates, or API calls triggered by transactional activity. The Client agrees to pay these charges in accordance with the applicable rate card or per-transaction pricing specified in Schedule 2 (Package Specifications) or as otherwise agreed in writing. These charges are in addition to Subscription Fees and Hosting Fees and are invoiced monthly in arrears unless otherwise specified. Failure to pay transaction-based charges constitutes a breach of this Agreement and may result in suspension or restriction of access to the Software under Clause 2(d).

(h)   Automatic Upgrade Based on Transactional Volumes:

(i)      The Service Provider shall monitor the Client’s transaction volumes, system usage, and other measurable indicators relevant to the Services.

(ii)      If, during any billing period, the Client’s usage or transactional activity meets or exceeds the threshold applicable to a higher Client Classification (as set out in Schedule 2 or as otherwise notified in writing by the Service Provider), the Client shall automatically be reclassified to that higher tier.

(iii)     Upon reclassification, the Fees applicable to the higher tier (including User Licence Fees, Hosting Fees, Maintenance & Support Fees, and any other associated charges), shall automatically apply from the commencement of the next billing period following written notice of reclassification.

(iv)     The Service Provider shall provide written notice of the reclassification and any applicable Fee adjustment. The Client shall have no right to object to or delay the implementation of the reclassification on the grounds of price, internal approval, or budgetary processes.

(v)     Downgrades shall not occur automatically and may only be effected by written agreement between the Parties at the Service Provider’s discretion.

(vi)     For clarity, automatic upgrades under this clause do not constitute a Fee increase under Clause 6(j) and shall not be subject to the notice requirements of that clause.

(viii)    Reclassification Notice and Effect: Upon reclassification to a higher Client Classification, the Service Provider will issue written notice to the Client confirming the new classification and applicable Fees as defined in the Sales Order Confirmation. The change shall take effect from the start of the next billing period. Such reclassification does not constitute a Fee increase under Clause 6(j) and does not require the Client’s consent.**

 

(i)   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, Installation Fee, and Hosting, Maintenance & Support Fees shall be invoiced and payable in fill before the Start Date, and thereafter quarterly in advance, unless agreed otherwise in writing between the Parties. The Service Provider shall not be required to commence any implementation, onboarding, or provide access to the Software until full pre-payment is received in cleared funds. For any Renewal Term, the Fees are due and payable within seven (7) days of the invoice date.

(ii)        Additional Storage Fees will be invoiced monthly in arrears and must be paid within twenty (20) days of the end of the month in which they are incurred.t

(iii)      Related Services Fees and Development Work Fees may be invoiced on an interim basis or upon completion, at the Service Provider’s discretion, and must be paid within twenty (20) days of the date of invoice.

(iv)      Integration Fees may be invoiced directly by the Service Provider or by the relevant Third-Party Integrator. Integration Fees are payable within twenty (20) days of the invoice date, unless otherwise specified in the Sales Order Confirmation or agreed scope. Where the Service Provider invoices the Integration Fee directly, it may include a reasonable administration or handling charge; and

(v)       All Fees are exclusive of GST, which shall be added to each invoice where applicable. The Client shall be responsible for the payment of all GST, levies, duties, customs charges, and other similar governmental assessments imposed in connection with the Services, except for taxes based on the Service Provider’s income.

(vi)      All Fees must be paid by the Client electronically, in cleared funds, and without set-off, counterclaim, deduction, or withholding, except as required by law. Failure to pay any invoice by the due date may result in suspension of Services in accordance with Clause 12.

(vii)    If the Start Date is delayed due to the Client’s failure to meet their obligations or if the Client requires changes to the Project installation schedule, the Installation Fee and any other Fees due from the Start Date shall remain payable in full in accordance with the agreed payment terms. The Service Provider may invoice the Client for any additional costs or time-based charges incurred as a result of such delays or requested changes, and such amounts shall be payable within twenty (20) days of the end of the calendar month in which the invoice is issued.

(viii)    Any costs incurred by the Service Provider for Development Work shall be invoiced separately upon completion. Where Development Work is ongoing or spans multiple phases, the Service Provider may issue interim invoices at its sole discretion based on work completed up to that point. The Client acknowledges that all Development Work costs, Installation Fees, Subscription Fees, and any other incurred costs are non-refundable and remain payable in full, irrespective of whether the Client chooses to continue using the Software or terminates the Agreement.

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

(j)    Overdue amounts: The Service Provider reserves the right to charge interest at the rate of 1.5% per month (18% per annum) on any overdue amounts, calculated daily. In addition, the Client shall be liable for all reasonable costs of collection, including legal fees and administrative costs, incurred by the Service Provider in recovering overdue amounts.

(k)    Fee Increases: For clarity, Clause 6(k) applies to general Fee adjustments and is distinct from automatic reclassification under Clause 6(h). The Service Provider may increase the Fees at its sole discretion, provided that the Client is given at least thirty (30) days’ written notice of any such increase. Fee increases shall be deemed reasonable where they are:

(i)       In line with inflation or rising operational costs, including but not limited to increased labour, hosting, or compliance costs;

(ii)       Based on increased third-party supplier or hosting provider costs; or

(iii)      Required to maintain the continued operation, security, or development of the Services.

(iv)     Any Discounts granted under the Sales Order Confirmation apply only to the Initial Term unless expressly stated otherwise. Discounts do not carry forward to any Renewal Term or apply following reclassification to a higher Client Classification under Clause 6(h). Any expired or withdrawn Discounts shall not be reinstated or applied retroactively.

No Fee increases shall apply during the Initial Term, except where explicitly stated in the Sales Order Confirmation; where the Client upgrades or adds Additional Modules or Services; or where the increase is directly tied to a third-party cost increase (e.g. hosting) beyond the Service Provider’s control, and such increase is passed through with or without a reasonable margin or administration fee, as determined by the Service Provider acting reasonably.. For any Renewal Term, if the Client does not agree to a proposed Fee increase, it may elect not to renew the Agreement by giving at least ninety (90) days’ written notice prior to the Renewal Date, in accordance with Clause 5. If the Client does not give such notice, the increased Fees shall apply from the commencement of the Renewal Term. All increased Fees shall override the corresponding pricing in the Sales Order Confirmation and exclude any previously agreed discounts, unless otherwise agreed in writing.

(l)   Gross-Up for Withholding Taxes: All payments to the Service Provider under this Agreement shall be made free and clear of any deduction or withholding for taxes, duties, or levies imposed by any governmental authority, including withholding tax (‘WHT’). If any such deduction or withholding is required by law, the Client shall:

(i)         gross up the payment amount so that the Service Provider receives the full amount it would have received had no withholding been applied; and

(ii)       promptly provide the Service Provider with a copy of the WHT certificate or other proof of payment issued by the tax authority.

(m)    Service Credits for Downtime: Service Credits for hosting-related Downtime are governed solely by Schedule 1 (SLA). The Client acknowledges that:

(i)        the maximum service credit available for any period of Downtime is capped at 5% of the monthly Subscription Fee, subject to the conditions set out in Schedule 1, Clause 6.

(ii)       the Client waives any right to additional compensation, refunds, or claims for Downtime beyond the remedies explicitly stated in Schedule 1.

(iii)       Service Credits shall not apply to Downtime caused by Third-party hosting provider outages governed by their own SLA. Planned maintenance, emergency maintenance, or exclusions listed in Schedule 1, Clause 5.4. or any failure arising from the Client’s configurations, integrations, or security settings.

(n)  Third-Party Costs and On-Charge Fees: Where the Services rely on, interoperate with, or are supported by third-party services, platforms, infrastructure, or providers, the Client acknowledges that such services may incur additional fees or costs. Where such costs are incurred by the Service Provider in connection with the delivery, maintenance, support, integration, or enablement of the Services, the Service Provider may on-charge these third-party costs to the Client. The Service Provider may also apply a reasonable administration, handling, or service margin to such on-charged amounts to reflect internal costs, procurement overhead, or compliance effort. These charges are in addition to the Fees set out in the Sales Order Confirmation and are payable in accordance with the payment terms of this Agreement. For the avoidance of doubt, such third-party costs and applicable administration charges may be invoiced whether or not they are specified in the Pricing Schedule or Sales Order Confirmation and shall remain payable in full.

 

7. SUPPORT AND MAINTENANCE

(a)   Scope of Support and Maintenance:

(i)        The Service Provider shall provide technical support, software maintenance, and issue resolution services in accordance with the support package selected by the Client, as detailed in Schedule 2 (‘Maintenance & Support’)

(ii)       Hosting Services, including Service Availability, Uptime Guarantees, and Service Credits, are governed solely by Schedule 1 (SLA) and Clause 7(c)-(f) of this Agreement. The SLA applies only to the Premium and Enterprise Packages. The Service Provider does not guarantee uptime or hosting reliability for Standard Package clients and shall have no liability for Downtime, except as provided in the Hosting Provider’s SLA and explicitly referenced in Schedule 1 (SLA), Clause 5.1 (Service Availability Commitment). The Client agrees that uptime calculations, Downtime claims, and remedies for Hosting Services are solely governed by Schedule 1 (SLA) and Azure’s SLA. The Service Provider shall not be liable for service failures, outages, or errors caused by: Azure’s service disruptions or outages, as defined in Schedule 1, Clause 5.4. Third-party integrations, including but not limited to customs systems, APIs, or external hosting providers. Client-side misconfigurations, security vulnerabilities, or failure to follow technical guidance.

(b)   Support Levels and Response Times:

(i)        Clients will receive support services in accordance with their selected Standard, Premium, or Enterprise Package, as outlined in Schedule 2.

(ii)       Support response times and resolution times are defined in Schedule 1 (SLA), Clause 12 (Incident Priority & Response Times). The Client acknowledges that different levels of Maintenance & Support apply depending on the selected package, as set out in Schedule 2 (Package Specifications).

(iii)      The Service Provider does not guarantee resolution times but will use best efforts to resolve issues in line with industry standards.

(c)   Distinction Between Hosting and General Support:

(i)        Hosting-related failures, uptime tracking, and Service Credits are exclusively governed by the Hosting Provider’s SLA. The Client acknowledges that any failure resulting from a third-party hosting provider outage, planned maintenance, or force majeure event does not constitute a breach of this Agreement and is excluded from liability claims.

(ii)       General software support, technical assistance, and maintenance fall under Schedule 2 (Support and Maintenance).

(iii)      The Service Provider does not provide independent uptime tracking, nor does it issue Service Credits beyond those defined in the SLA (if applicable).

(d)   Service Availability Measurement: Service Availability is governed solely by the Hosting Provider’s operational parameters. The Hosting Provider’s SLA shall take precedence over any conflicting provisions in this Agreement. The Service Provider does not guarantee an independent Service Availability percentage and relies solely on the Hosting Provider’s tracking and reporting mechanisms.

(e)   Uptime Calculation: Uptime shall be measured using the Hosting Provider’s reporting tools. The Service Provider shall not provide independent uptime tracking. Downtime calculations shall exclude planned maintenance, third-party hosting outages, and Client-caused failures, as outlined in Schedule 1, Clause 5.3. Clients may request uptime logs from the Service Provider, subject to the Hosting Provider’s terms and availability.

(f)    Disputes and Claims for Downtime:  If the Client disputes an uptime calculation, the dispute must be raised directly with the Hosting Provider, following the Hosting Provider’s dispute resolution procedures. Service Credits, where applicable, shall be limited to those provided under the Hosting Provider’s SLA. The Service Provider is not responsible for enforcing claims against the Hosting Provider and shall not issue additional remedies beyond those specified in the Hosting Provider’s SLA.

(g)   Remote Access and Client-Provided Tools: The Client acknowledges that the Service Provider’s ability to provide timely and effective support is contingent upon the Client’s cooperation and the accessibility of the Client’s systems. If the Client requires the Service Provider to access on-premises infrastructure or use specific tools, configurations, or frameworks to connect to the Client’s systems (including but not limited to VPNs, firewalls, and remote access software), the Client agrees to:

(i)        Provide all necessary tools, permissions, and access credentials in advance.

(ii)       Ensure their systems are configured correctly and comply with the Service Provider’s technical requirements.

(iii)      Bear any additional costs associated with troubleshooting access issues, including tool installation, firewall configuration, and resolving connectivity errors, which will be billed at the Related Services Fee Rate as specified in the Sales Order Confirmation.

(h)   Support provided under clause 7(g) will be performed on a “best effort” basis, and the Service Provider expressly disclaims any liability for delays, errors, or omissions caused by:

(i)     The Client’s failure to provide adequate access or comply with the Service Provider’s technical requirements.

(ii)     System configurations or security policies that deviate from industry-standard remote access solutions.

(i)    SLA Targets and Response Times Exemption: The Client acknowledges that where access or connectivity issues arise from the Client’s infrastructure, tools, or configurations as set out in clauses 7(g) and 7(h):

(i)        SLA response and resolution times will not apply, and

(ii)       the Service Provider will not be held liable for non-compliance with SLA targets, maintenance obligations, or support timelines resulting directly or indirectly from such issues.

The Client further acknowledges that the Service Provider’s ability to maintain Service Availability or meet SLA targets may be adversely affected by these requirements, and no liability will attach to the Service Provider for such impacts.

 

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; and

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

(c)   The Client warrants that it will comply with the restriction of use and warranties as set out in the 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 the date 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).

(c)   The Client acknowledges and agrees that the Service Provider may:

(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.

(g)   The Client acknowledges and consents to the Service Provider’s use of Artificial Intelligence (‘AI’) technologies as part of the Services. The Service Provider may use AI to:

(i)        optimise service performance and enhance the functionality of the Software,

(ii)       enable features such as predictive assistance, smart routing, automated responses, and intelligent system behaviour, and

(iii)     improve system reliability, user experience, and operational insights through the use of live or historical data.

The Client acknowledges and agrees that AI-generated outputs are inherently probabilistic and may not always be complete or accurate and should not be solely relied upon for making legal, financial, or operational decisions and the Service Provider disclaims all warranties, express or implied, in relation to the accuracy or reliability of AI outputs. To the fullest extent permitted by law, the Service Provider excludes all liability for any loss, damage, or claim arising directly or indirectly from the use or reliance on any AI-generated outputs, including any consequential, incidental, or indirect damages, regardless of the legal basis of the claim. The Client is solely responsible for validating any AI-generated outputs prior to use and assumes all associated risks.

 

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.

(f)     The Client agrees that all commercially sensitive terms of this Sales Order Confirmation and any Pricing are subject to the confidentiality obligations set out in this Clause 10 and shall not be disclosed by the Client to any third party, including other customers.

 

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, any third-party dependencies, integrations, hosting, APIs, Force Majeure event 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,

(i)         the re-supply of the Services; or

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

Notwithstanding anything to the contrary, the total aggregate liability of the Service Provider under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim or total Fees payable for the Term of the Agreement, whichever is lesser. In no event shall the Service Provider be liable for an amount exceeding 5% of the monthly Subscription Fee, as outlined in Schedule 1 (SLA), Clause 6 (Service Credits).For the avoidance of doubt, the Service Provider shall not be liable for any performance issues, hosting limitations, bandwidth constraints, or data loss resulting from high-volume or enterprise-level activities (including eCommerce Client operations), unless expressly covered under Schedule 1 (SLA). The provision of additional infrastructure or support for eCommerce Clients does not constitute a performance guarantee. For clarity, the Service Provider disclaims all liability arising from or in connection with the use of Artificial Intelligence (AI) technologies as described in Clause 9(g), including any inaccuracies, omissions, or decisions made in reliance on AI-generated outputs. The Client acknowledges and agrees that such outputs are probabilistic and provided on an “as-is” basis without warranty of accuracy, completeness, or fitness for a particular purpose.

(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); including but not limited to the Client’s failure to provide correct infrastructure, system access, implementation support, or meet any stated technical requirements, including delays in provisioning necessary IT resources, network connectivity, hardware compatibility, or software dependencies;

(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, or any claims arising from hosting-related failures, outages, or disruptions, including any claims from the Client’s customers or end-users due to service unavailability;

(v)       the Client’s failure to comply with the Hosting Provider’s terms, leading to service suspension, termination, or data loss;

(vi)      any security breaches or unauthorised access caused by the Client’s configurations, third-party integrations, or failure to implement industry-standard security practices; and

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

This indemnity shall not apply to claims arising from the gross negligence or willful misconduct of the Service Provider. For such claims, the Service Provider must notify the Client of the issue in writing and provide a reasonable opportunity to cure or mitigate damages.

(c)   The Service Provider bears no liability whatsoever for any interruptions, errors, failures, security breaches, or service disruptions arising from third-party integration services, including but not limited to Hosting Providers, customs systems, third-party APIs, or external cloud platforms. The Client expressly waives any claim against the Service Provider for damages, losses, or liabilities caused by third-party service failures. The Client acknowledges that any issues arising from such third-party integrations are the sole responsibility of the relevant third-party provider, and the Service Provider disclaims any warranties or liabilities in connection with the performance of such third-party services. In the event of interruptions, errors, or failures caused by hosting providers, Customs systems, or other external APIs integrated with the Services, the Service Provider will exercise reasonable commercial efforts to resolve such issues in coordination with the relevant third-party providers. For the avoidance of doubt, ‘reasonable commercial efforts’ shall exclude any actions that incur additional costs or require resources beyond those reasonably allocated under this Agreement. The Service Provider:

(i)        shall not be jointly liable with any third-party providers for any costs, claims, or damages arising from such interruptions, errors, or failures.

(ii)       shall not be held liable for interruptions, errors, or failures attributable to the Client’s use of Customs systems, provided that the Service Provider:

(aa)         Notifies the Client of the issue and, where practicable, provides reasonable evidence that the interruption, error, or failure was caused solely by the Customs systems; and

(bb)         provides reasonable assistance to the Client to address the issue, where such assistance is within the Service Provider’s control and capabilities and does not incur additional costs to the Service Provider.

Nothing in this clause shall limit the Service Provider’s liability in cases of gross negligence or willful misconduct, which must be proven by the Client to a standard higher than ordinary operational issues

(d)   The Client solely bears responsibility for the accuracy, completeness, and security of all data entered into the Software or submitted via the Software to third-party systems (including but not limited to Customs systems, government agencies, and regulatory bodies). The Service Provider shall bear no liability for any data loss, corruption, or unauthorised access, regardless of cause, including but not limited to hosting provider failures, cyber incidents, Client misconfigurations, or force majeure events. 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. 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. The Service Provider will use reasonable commercial efforts to rectify software defects or malfunctions under this Agreement. 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 fines levied by Customs or other regulatory bodies, except to the extent caused by the gross negligence or willful misconduct of the Service Provider.

 

12. TERMINATION

(a)    Mutual Termination Rights: Either Party may terminate this Agreement immediately by written notice if the other Party:

(i)         Commits a material breach that is irremediable, or not remedied within thirty  (30) days of written notice; or

(ii)        Suffers an Insolvency Event (as defined in Clause 16), provided that the Insolvency Event has been formally recorded by a court order, statutory appointment, resolution of shareholders, or equivalent formal process under applicable law. In the case of termination by the Client under this sub-clause, the Client shall have no further liability for Fees accruing after the effective date of termination, except for:

(A)   Fees properly due and payable for Services performed up to the termination date; and

(B)    Any non-cancellable third-party costs or expenses incurred by the Service Provider in connection with the Services prior to termination.

(iii)      By giving no less than thirty (30) days’ prior written notice before the expiry of the then-current Term (Initial Term or Renewal Term), in which case the Agreement shall terminate at the end of that Term. If no such notice is given, the Agreement will automatically renew for the next Renewal Term and the Parties shall remain bound for the duration of that Renewal Term. For the avoidance of doubt, any notice given under this clause does not result in early termination of the current Term, and shall only apply to prevent renewal of the next Term.

(b)    Service Provider Termination Rights: The Service Provider may terminate this Agreement immediately if the Client:

(i)         Violates the Service Provider’s intellectual property rights or breaches it’s confidentiality obligations.;

(ii)        Uses the Service illegally or breaches applicable laws;

(iii)       Fails to complete any required hosting migration (including Azure) within thirty (30) days as required in Clause 2(e);

(iv)       Commits a material breach this Agreement and fails to remedy the breach within fourteen (14) days of written notice; or

(v)       Fails to pay any amount due under this Agreement within fourteen (14) days of receiving written notice.

(c)     Accrued Rights: Termination of this Agreement, however arising, does not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement that existed at or before the date of termination.

 

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, 11,14 and 15 and any other obligations that, by their nature, survive termination.

(b)   Each Party retains all rights, claims, and remedies accrued against the other as at the date of termination.

(c)    The Client’s right to access and use the Software, Services, and Trademarks immediately ceases, and all licences and authorisations granted under this Agreement are immediately revoked.

(d)   The Client remains fully liable for all Fees payable for the entire Term, including but not limited to Subscription Fees (Clause 6(d)), Hosting, Maintenance & Support Fees (Clause 6(e)), Integration Fees (Clause 6(c)), and any Related Services Fees. All such Fees, together with any other charges or payments arising in respect of the Software, this Agreement, or otherwise, become immediately due and payable upon termination. The Client shall also pay any outstanding Installation Fees, Development Work Fees (whether completed or in progress), and any costs or expenses (including legal or recovery-related fees) incurred by the Service Provider in relation to such arrears or as a result of the termination. For clarity, the Client acknowledges that termination does not relieve it of financial obligations under Clause 3(b) (Client Dissatisfaction and Cancellation), and all Fees for Installation, Subscription, Hosting, Maintenance, and Development Work remain due and payable in full. Development Work undertaken at the Client’s request or for the continued operation of the Software remains payable in full, even where not implemented or completed at the date of termination. Any partially completed Development Work shall be deemed completed and invoiced on a proportionate basis to the extent of work done.

(e)    Data Retention and Deletion

(i)         Upon termination, the Client may request a copy of its Data within thirty (30) days of the termination date by written notice. The Client shall bear all associated costs of data retrieval and delivery, as determined by the Service Provider.

(ii)       If requested, the Service Provider shall provide the Data in a common electronic format. No warranty is given that the format will be compatible with the Client’s systems.

(iii)       After the thirty (30) day period, the Service Provider may permanently delete all remaining Client Data without further notice.

(iv)       The Service Provider shall not be liable for any data loss, corruption, or failure to retrieve Data following expiration of the retention period. The Client expressly waives all claims arising from such loss.

 

14. DISPUTES

(a)   Good faith negotiations:  Before taking any court action, a Party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

(b)   Obligations continue:  Each Party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

(c)   Right to seek relief:  This clause 14 does not affect either Party’s right to seek urgent interlocutory and/or injunctive relief.

 

15. GENERAL

(a)    The Client must not assign, sublicense 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, together with the Sales Order Confirmation and any applicable Statement of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements, terms, and conditions, whether written or oral. The Service Provider may amend these Terms and Conditions at any time by publishing the revised version on its Website. The Client acknowledges that such updates shall automatically apply without the need for separate notification or further consent. In the event of any inconsistency between this Agreement and any other document, this Agreement shall prevail unless expressly stated otherwise.

(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 endeavours 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.

(l)    The Service Provider may update or modify these Terms and Conditions at any time by publishing the revised version on its Website. Unless expressly stated otherwise, all updates shall automatically supersede and replace prior versions, without requiring separate notification or Client consent. The Client’s continued use of the Services after such updates constitutes acceptance of the revised Agreement. If the Client does not agree to any updated Terms, their sole remedy shall be to discontinue use of the Services.

 

16. DEFINITIONS AND INTERPRETATIONS

16.1 Definitions

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.

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.

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.

 Agreement means the legally binding contract between the Client and the Service Provider, which consists of: (a) The Sales Order Confirmation; (b) These Terms and Conditions, including Schedules 1 and 2;(c) The Service Provider’s general Terms of Use, available at https://tradewindow.io/legals/terms-of-use/ and (d) Any Statement of Work (if applicable).

Artificial Intelligence refers to any system or technology that performs tasks typically requiring human intelligence, including but not limited to pattern recognition, data inference, automated responses, and intelligent decision-making based on historical or real-time data.

Best Effort means commercially reasonable attempt to deliver services, which may not guarantee a particular outcome due to factors beyond the Service Provider’s control.

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

Commencement Date means the date on which the Sales Order Confirmation is signed by the Client.

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.

Client Classification means the service tier applicable to the Client (Standard, Premium or Enterprise), as stated in the Sales Order Confirmation or as subsequently determined by the Service Provider in accordance with Clause 6(h) (Automatic Upgrade). The Service Provider may, in its sole discretion, reclassify the Client to a higher tier where the Client’s transaction volumes, system usage, or operational scale meet or exceed the thresholds published by the Service Provider from time to time or set out in Schedule 2. Following such reclassification, the corresponding Fees, User Licence entitlements, Hosting Fees, Maintenance and Support Fees, and related obligations applicable to that higher tier shall automatically apply from the effective date of the reclassification, without the need for a new Sales Order Confirmation.

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.

Development Work means any modifications, enhancements, feature requests, or customisations of the Software performed by the Service Provider, whether: (i) requested by the Client to improve, modify, or expand functionality; or (ii) necessary to enable the Client to use the Software, including but not limited to adjustments required due to changes in the Client’s infrastructure, compliance with updated regulatory requirements, interoperability with third-party systems, or the introduction of new technology dependencies. Development Work includes but is not limited to software modifications, additional configurations, new functionalities, integration adjustments, and custom features. The Client acknowledges that all Development Work incurs additional fees as set out in Clause 6 (Fees and Payment), and such fees are due and payable in accordance with the invoicing terms set out in Clause 6(g), irrespective of whether the Client proceeds with full implementation or terminates the Agreement.

Discount means any reduction, rebate, or concession applied to the Fees as specified in the Sales Order Confirmation. Discounts are discretionary and apply only to the Initial Term, unless expressly extended in writing by the Service Provider. Discounts automatically expire upon any reclassification, Renewal, or upgrade of the Client’s package or Services.

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.

Downtime is defined as periods where the Hosting Services are inaccessible due to reasons within the Service Provider’s direct control.

eCommerce means the suite of digital trade facilitation and transactional modules forming part of the Software that enable online processing, lodgement, or submission of trade-related or commercial data, including any integrated API, gateway, or portal functionality made available by the Service Provider.

eCommerce Client means a Client who has subscribed to the Enterprise Package and utilises the Software primarily for high-volume transaction processing, including but not limited to customs documentation, commercial invoices, declarations, digital certificates, and data submissions to external APIs or third-party systems. eCommerce Clients are subject to additional transaction-based charges and hosting considerations as outlined in Clause 6(g) and Schedule 2.

eCommerce Transactions means all transactions processed through the eCommerce functionality of the Software, including document lodgements, declarations, digital certificate requests, data transmissions, API calls, or other electronic submissions, whether initiated manually or automatically, that are recorded as billable transactions by the Service Provider.

Enterprise Package. means the premium service tier made available by the Service Provider that includes enhanced support, hosting, API access, advanced customisations, and transaction-based processing capabilities, as further described in Schedule 2 (Package Specifications) 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 service provider responsible for cloud-based or physical hosting of the Software and associated data. The Hosting Provider currently engaged by the Service Provider is Microsoft Azure. The Hosting Provider operates independently under its own SLA, and the Service Provider is not responsible for outages, maintenance issues, or performance failures related to the Hosting Provider’s infrastructure. All hosting-related commitments are governed solely by the Hosting Provider’s SLA and referenced in Schedule 1 (SLA), Clause 5.

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 security measures. These services are provided by third-party hosting providers, currently Microsoft Azure, under their independent service agreements. The Client acknowledges that all uptime commitments, service availability guarantees, and any remedies for hosting-related failures are governed exclusively by the Hosting Provider’s SLA and Schedule 1 (SLA), Clause 5.

Initial Set-Up means the commencement of the Project on the agreed Start Date.

Initial Term means the initial duration of this Agreement as stated in the Sales Order Confirmation or Statement of Work. If no duration is stated, the Initial Term shall be deemed to be three (3) months from the Start Date.

Insolvency Event means, in relation to a Party: (a) a liquidator, provisional liquidator, receiver, receiver and manager, administrator, statutory manager or similar officer is appointed in respect of the Party or the whole or a substantial part of its assets; or (b) the Party enters into any arrangement, compromise or composition with, or assignment for the benefit of, its creditors or any class of them (other than for the purposes of a solvent restructuring with prior written notice to the other Party); or (c) an order or resolution is made for the winding up of the Party; or (d) the Party is deregistered or removed from the register of companies (or equivalent); or (e) the Party is declared or adjudicated bankrupt or insolvent by a court of competent jurisdiction. For the avoidance of doubt, a mere statement or opinion of inability to pay debts, without one of the events above having occurred, does not constitute an Insolvency Event.

In Person Training means online or on-site training that is charged in addition to the Academy Training at the rate as set out in the Sales Order Confirmation

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.

Maintenance & Support means technical assistance provided by the Service Provider as per Schedule 1 (SLA), Clause 12 (Incident Priority & Response Times) and Schedule 2 (Package Specifications). This includes software troubleshooting, guidance on standard usage, and issue resolution within the targeted response times outlined in Schedule 1.

Moral Rights have 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 activity that falls outside the scope of the Maintenance & Support Inclusions, as set out in Schedule 2 (Package Specifications). These services will be charged at the Related Services Fee Rate. The Client acknowledges that Schedule 2 details both Maintenance & Support Inclusions and Maintenance & Support Exclusions, and that any services outside of the defined inclusions will be treated as Out-of-Contract Maintenance and Support Services.

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. For the avoidance of doubt, each licence issued by TradeWindow is personal to the individual Permitted User to whom it is assigned and may only be used by that Permitted User. The Client must ensure that Permitted Users do not share licences, login credentials, usernames, passwords, authentication methods, or access to the Software with any other person. Concurrent use of a single licence by multiple individuals is strictly prohibited. The Client is responsible for all access to and use of the Software by its Permitted Users and must promptly notify TradeWindow of any unauthorised access, credential sharing, or suspected misuse of user accounts.

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.

Project means the software installation, configuration, data migration, Academy Training, and any other services required to complete the Initial Set-Up as outlined in the Sales Order Confirmation.

Project Delays means any delays affecting the Project timeline, including but not limited to technical issues, Client-caused delays, rescheduling, or unforeseen circumstances

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.

Remote Access Tools means Software or systems required to facilitate secure and functional remote connectivity to the Client’s infrastructure, including VPNs, firewalls, and proprietary or third-party software.

Renewal Term means any subsequent term of the same duration as the Initial Term (unless otherwise agreed in writing) that commences automatically in accordance with Clause 5.3.

Service means the provision of the Software, support, and related services as set out in Schedule 2 (Package Specifications). This includes software licensing, maintenance, support, and any additional services agreed in writing. Hosting Services are provided separately by the Hosting Provider and are subject to the Hosting Provider’s SLA as referenced in Schedule 1, Clause 5.

Service Availability refers to the percentage of total monthly hours during which the Hosting Services are operational, as measured in accordance with Schedule 1 (SLA), Clause 5.2 (Uptime Calculation). Service Availability excludes downtime caused by: (a) Planned or emergency maintenance as per Schedule 1, Clause 7; (b) Hosting provider outages (e.g., Microsoft Azure), per Schedule 1, Clause 5.4; (c) Force Majeure Events under Clause 12 of this Agreement; and (d) Client-side misconfigurations, security breaches, or third-party integrations.

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

Software means the proprietary software owned by the Service Provider and provided to the Client under a limited, non-exclusive, non-transferable license as detailed in the Sales Order Confirmation and Clause 1 of this Agreement. Software updates, patches, and upgrades are provided as part of Maintenance & Support, subject to the Client’s subscription level as outlined in Schedule 2.

Statement of Work means a separate completed order form in addition to the Sales Order Confirmation where integration work is required or in instances where Projects need to be individually scoped and signed between the Parties, which sets out the Services, Users and Fees.

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.

Start Date means the date specified in the Sales Order Confirmation or Statement of Work (as applicable) as the commencement date for the provision of Services, including access to the Software, implementation activities, and the commencement of all associated Fees, including Subscription Fees, Hosting Fees, and Maintenance & Support Fees.

System means the operating computer system of the Client.

Term means the Initial Term as specified in the Sales Order Confirmation (which may be 3, 6, 12, 24, or 36 months) or any other specified amount, and any Renewal Term.

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

Third-Party Integrators refers to external service providers that facilitate integrations between the Software and third-party systems, databases, or applications. These may include customs systems, cloud-hosted applications, or logistics software. The Client acknowledges that Third-Party Integrators operate independently, and the Service Provider is not responsible for their performance, data integrity, or compatibility with the Software. All integration work is subject to a separate Statement of Work, as outlined in Schedule 2.

Transaction means a discrete action performed by the Software that results in system processing, submission, storage, or external API interaction, including (but not limited to) lodgement of documentation, customs messages, certificate issuance, or user-triggered automated workflows.

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.

Website means the Service Provider’s official website located at https://tradewindow.io or any successor URL designated by the Service Provider, where the latest version of these Terms and Conditions and other relevant policies, agreements, and notices is published.

 

16.2    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”;

(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, Statement of Work and the Terms and Conditions, the Terms and Conditions will prevail, unless expressly stated otherwise.

(h)           if a conflict exists between the Sales Order Confirmation and the Statement of Work, the Sales Order Confirmation shall prevail over the Statement of Work, unless the Statement of Work expressly states that it overrides specific terms in the Sales Order Confirmation.

 

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 Services (as defined in the Terms and Conditions, Hosting Services are provided by third-party providers, including Microsoft Azure, unless otherwise specified by the Service Provider

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.

1.4       For the purposes of this SLA, ‘Go-Live Date’ shall have the meaning as described to it in the Terms and Conditions, which is the date immediately following successful completion of User Acceptance Testing (UAT).

 

2. Validity and duration 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 Service Provider provides Hosting Services through a third-party Hosting Provider, Microsoft Azure (“Azure”). Hosting availability, uptime commitments, and service performance are governed solely by Azure’s SLA, as referenced in this Agreement.

 

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.

(c)        Client’s own databases.

(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; and

(c)       The Client acknowledges and agrees to comply with all applicable terms and conditions of the third-party Cloud Hosting provider (e.g., Microsoft Azure). Any breach of these terms by the Client that results in service suspension shall not be deemed a failure of the Service Provider to meet its obligations under this SLA. The Service Provider shall not be responsible for any service disruptions, suspensions, or terminations resulting from the Client’s breach of such third-party terms.

(d)       The Service Provider shall not be responsible for any performance, availability, or security issues resulting from Client-requested modifications to the Hosting Service, including but not limited to custom configurations, security policies, or infrastructure changes outside of the standard Hosting Provider setup. The Client is solely responsible for ensuring that its access credentials, user accounts, and internal security controls are safeguarded. The Service Provider shall have no liability for any security breaches resulting from Client negligence, including unauthorized access due to weak passwords, phishing attacks, or improper access controls.

 

4. Infrastructure: The Service Provider currently makes use of Microsoft Azure as Third-Party Hosting Provider for the Hosting Services. Hosting Services, as defined in the Terms and Conditions, encompass the infrastructure supporting cloud Hostng Services. 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 seven (7) days in advance when such a change occurs. Such changes shall not be deemed a material breach of this Agreement.

 

5. Service Availability

5.1       Service Availability Commitment

(a)   Service Availability shall be measured in accordance with the operational functionality parameters of the Third-Party Hosting Provider (Microsoft Azure) and as outlined in Clause 5.3 of this SLA. For the avoidance of doubt, Hosting Services include, and all uptime measurements apply to the availability of Hosting Services. In the event of a discrepancy between this SLA and the operational parameters of Azure, the terms of the respective Hosting Provider shall take precedence

(b)   Uptime measurement begins from the Go-Live Date as defined in the Agreement.

(c)   Uptime availability shall be measured in accordance with the operational parameters of the Third-Party Hosting Provider (Microsoft Azure) and as outlined in Clause 5.3.

 

5.2       Uptime Calculation Method

(a)   Uptime will be measured using the following formula:

Uptime % =

Total Minutes in a Month −Downtime Minutes Total Minutes in a Month

X 100

 

5.3     Third-Party Hosting Operational Parameters

(a)     The Service Provider’s uptime commitments are subject to the observance of the following operational functionality parameters, as defined in the third-party Hosting Provider agreement: Azure SLA: https://azure.microsoft.com/en-us/support/legal/sla/

(b)    In the event of a discrepancy between this SLA and the operational parameters of Azure, the terms of the respective Hosting Provider shall take precedence.

 

5.4   Exclusions from Downtime Calculations: The following are excluded from Downtime calculations:

(a)     Planned maintenance and emergency maintenance performed by the Hosting Provider (Azure).

(b)     Third-party hosting outages beyond the Service Provider’s control, including disruptions or failures in Azure’s infrastructure or regional infrastructure failures affecting Azure’s data centers;

(c)     Force Majeure Events, including but not limited to natural disasters, cyberattacks, wars, or government-imposed restrictions.

(d)     Client-caused issues, including misconfigurations, security breaches, performance degradation or non-compliance with the SLA.

(e)     Network failures between the Client’s premises and the Hosting Provider’s data centers.

(f)     The Service Provider shall not be liable for service Downtime or performance degradation resulting from third-party software, integrations, APIs, or external services that are outside the Service Provider’s control.

 

6. Service Credits

6.1   The Client agrees that Service Credits constitute the sole and exclusive remedy for any failure to meet the Service Availability targets. Service Downtime shall not constitute a material breach of this Agreement. The Service Provider shall not be liable for any indirect, consequential, or incidental damages, including, but not limited to, lost revenue, profits, data, or business opportunities. No additional claims, refunds, or compensation shall be available beyond the Service Credits outlined below.

(a)    Service Credit Calculation: For each period of unplanned Downtime exceeding two consecutive hours (excluding exclusions outlined in clause 5.4), the Service Provider will credit the Client 0.5% of the monthly Subscription Fee for each 30-minute increment of Downtime, up to a maximum of 5% of the monthly Subscription Fee for that month.

(b)    Exclusion from Service Credits: Service Credits shall not apply where Downtime is caused by:

(i)     Third-party hosting provider outages (e.g., Microsoft Azure) which are part of the Hosting Services as defined in the Terms and Conditions. The Client must pursue any remedies for such outages directly with the relevant Third-Party Hosting Provider, as per their SLA. If the Client receives compensation from the Third-Party Hosting Provider, the Client shall not be entitled to any additional Service Credits from the Service Provider for the same Downtime event.

(ii)     Planned or emergency maintenance conducted in accordance with Clause 5.4.

(iii)   Force Majeure Events as defined in Clause 12.

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

 

6.2   Claiming Service Credits:

(a)   To claim Service Credits, the Client must:

(i)     notify the Service Provider in writing within 24 hours of the Downtime event; and

(ii)     provide detailed evidence of the outage and its impact

(b)   Failure to notify within this timeframe will void the Client’s eligibility for Service Credits.

 

6.3   Credit Limitations

(a)     Service Credits are capped at 5% of the total monthly Subscription Fee for any given calendar month.

(b)     Credits are non-cumulative, non-transferable, and cannot be exchanged for cash or used to offset other Fees under this Agreement.

(c)     Service Credits shall not apply to system Downtime resulting from custom development work, third-party integrations, or modifications requested by the Client. Any chargeable support or development work will be billed at the applicable rates outlined in the Maintenance & Support Agreement.

 

7. Planned maintenance: The Service Provider will notify the Client of planned maintenance at least 48 hours in advance where possible, specifying the expected duration and impact. Emergency maintenance may be performed without prior notice.

 

8. Detecting failures and/or faults

8.1.              Any failures and/or faults of the Hosting Service shall be reported by contacting Support 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: 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.). For the avoidance of doubt, outages caused by third-party Cloud Hosting providers (such as Microsoft Azure) shall be deemed a Force Majeure Event under the Terms and Conditions;

(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;

(c)       unavailability or blocks to the Hosting Service to:

(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

10.1     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.

10.2     The Service Provider reserves the right to suspend Hosting Services, without liability, where continued operation poses a significant security risk, including but not limited to cyberattacks, unauthorised access, or breaches of Client obligations. Any such suspension shall be communicated to the Client as soon as reasonably practicable.

 

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 the 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 Disaster Recovery Procedure; Document & Data Control; Incident Management Procedure; and Operating Procedures for IT Management. These policies shall be made available to the Client upon request.

11.5     The Service Provider shall retain Client data for a period of thirty (30) days following termination of the Agreement, after which the data will be permanently deleted unless otherwise required by law. Data retention and deletion shall be governed by Clause 13(e) of the Terms & Conditions. The Service Provider shall not be liable for any data loss, corruption, or inability to retrieve data following expiration of the retention period. The Client is solely responsible for maintaining its own backup copies of all data before the retention period expires.

 

12. Incident Priority

12.1     The Service Provider’s targeted response and targeted resolution times are set out in Table 1 below. These service levels are within Business Hours Monday to Friday and exclude weekends and Public Holidays.

12.2     Incident severity is determined by the Service Provider.

12.3     If the Service Provider fails to meet the target resolution time for P1 or P2 issues, the Client may escalate the issue in writing to the Service Provider’s senior management. The Service Provider shall provide a written plan of action within 24 hours.

Table 1 – Targeted  Response and Resolution Times
Priority Code	Description	Target Response Time	Target Resolution Time
P1	Urgent – A complete business down situation. The client is unable to operate.	<1 hour	2 – 4 hours
P2	High – A major component of the client’s ability to operate is affected.	<2 hours	6 – 8 hours
P3	Medium – The client’s core business is unaffected but the issue is affecting efficient operation by one or more people.	<16hours	1 – 2 Business Days
P4	Low – The issue is an inconvenience or annoying but there are clear workarounds or alternates.	<32 hours	3 – 5 Business Days

 

13. Governing Law and Jurisdiction: This SLA shall be governed by and construed in accordance with the laws of the Service Provider’s principal place of business. Any disputes arising under or in connection with this SLA shall be resolved in the courts of the same jurisdiction as stated in the Terms and Conditions

 

 

SCHEDULE 2

PACKAGE SPECIFICATIONS

1. 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.
2. Automatic Upgrade and Transactional Volume Thresholds
   The Service Provider monitors each Client’s monthly eCommerce transaction volumes. If a Client’s monthly transaction activity meets or exceeds the threshold applicable to a higher Client Classification (as defined in the Sales Order Confirmation), the Client will automatically be reclassified to that higher tier in accordance with Clause 6(h) (Automatic Upgrade Based on Transactional Volumes) of these Terms and Conditions. The corresponding Fees, User Licence entitlements, Hosting, Maintenance & Support Fees, and any other applicable charges for that higher tier shall automatically apply from the commencement of the next billing period, without the need for a new Sales Order Confirmation or written amendment to this Agreement. Downgrades shall not occur automatically and may only be approved in writing by the Service Provider after three (3) consecutive months of reduced usage below the applicable lower-tier threshold.

 

Description	Standard Package with Hosting, Maintenance and Standard Support	Premium Package with  Hosting, Maintenance and Premium Support	Enterprise Package with Hosting, Maintenance and Enterprise Support
Subscription Fee	Fee as set out in the Sales Order Confirmation	Fee as set out in the Sales Order Confirmation	Custom as set out in the Sales Order Confirmation
Set-Up and Installation Fee	Fee as set out in the Sales Order Confirmation (Basic Estimated at 10 hours set-up and 10 hours Academy Training (CargoWise Transfer: Estimated at 20 hours set-up and 10 hours Academy Training)	Fee as set out in the Sales Order Confirmation (Basic: Estimated at 20 hours set-up and 10 hours Academy Training (CargoWise Transfer: Estimated at 30 hours set-up and 15 hours Academy Training)	Custom as set out in the Sales Order Confirmation and Statement of Work
Permitted Users	1 – 10 users. The Subscription as well as Hosting Maintenance & Support Fee for the 1st Permitted User is included and an additional Subscription Fee as well as Hosting Maintenance & Support Fee will be charged for each additional user as set out in the Sales Order Confirmation.	1 – 20  users The Subscription as well as Hosting Maintenance & Support Fee for the 1st Permitted User is included and an additional Subscription Fee as well as Hosting Maintenance & Support Fee will be charged for each additional user as set out in the Sales Order Confirmation.	21 – Unlimited
Additional Licences	Next Tier	Next Tier	Unlimited
Hosting, Maintenance and Support Fee	Fee as set out in the Sales Order Confirmation	Fee as set out in the Sales Order Confirmation	Custom as set out in Sales Order Confirmation
Client Classification and Transactional Volume Triggers (Applicable to eCommerce Clients)	The Client’s applicable Classification (Standard, Premium or Enterprise) is recorded in the Sales Order Confirmation and determines the scope of the Services, Hosting levels, Maintenance & Support obligations, and applicable Fees. The Service Provider may automatically upgrade the Client’s Classification as set out in Clause 6(h) to a higher tier where monthly transaction volumes or system usage reach or exceed the thresholds defined by the Service Provider from time to time and set out in the Sales Order Confirmation or this Schedule 2. Transactional Volume includes all chargeable transactions (eCommerce and Non-eCommerce) processed through the Software. eCommerce transactional pricing will commence if a Client reaches three hundred (300) transactions per month.
Support	Standard Maintenance and Support as detailed below.   Premium Support can be included on selection by the Client.	Premium Maintenance and Support as set out below	Enterprise Maintenance and Support as set out below
Modules	Standard  Modules consisting of: ˗         Core ˗         Accounts ˗         Job Costing ˗         Commserver ˗         Order Management ˗         Coverfreight (together ‘Standard Modules’)   Includes  one (1) of the following: ˗         Freight Forwarding (FFWD) (including Sea Cargo Automation (SCA) and Air Cargo Automation (ACA), Export Declaration (EDN/CRN/PRA), Export Doc and Export Booking;                       or   ˗         Customs Broker (includes Bond register)   (together “Basic Selection Modules”	All Standard  Modules and both of the Basic Selection Modules PLUS any of the following premium odules (“Premium Modules’) ˗         Depot Release ˗         Freight Status Update (FSU) ˗         Alert ˗         Cargo Terminal Operation (CTO) ˗         Sales and Marketing ˗         Web Portal (Cybertrack) ˗         Customs Compiler	All Standard  Modules plus Premium Modules  under Premium Package.
Additional Modules (Individually priced on request)	Not available	˗         Transport ˗         Warehousing ˗         Tariff ˗         Container Freight Station (CFS)	˗       Transport ˗       Warehousing ˗       Tariff ˗       Container Freight Station (CFS)
Integrations	Not available	The following integrations are available for selection by the Client: ˗         One Stop, Vessel Scheduling ˗         One Stop Container Tracking The Client shall be liable for any Integration Fees associated with the integration. All integrations are subject to the completion of a Statement of Work.	The following integrations are available for selection by the Client: ˗         One Stop, Vessel Scheduling ˗         One Stop Container Tracking The Client shall be liable for all Integration Fees  associated with the Integration. .All integrations are subject to the completion of a Statement of Work.
Support Hours	Business hours (7:30am-5:00pm AEST, Mon-Fri, excl. public holidays)	Extended hours (7:30am – 7:00pm AEST, Mon-Fri, excl. public holidays)	24/7 Support (excluding public holidays)
Support Method	Support ticketing via Freshdesk. No telephone Support	Support ticketing via Freshdesk. No Telephone Support	Support ticketing via Freshdesk plus Telephone Support
Maintenance & Support Inclusions	Maintenance & Support Services via Freshdesk Ticketing, which includes: (a)      Assistance with technical issues directly related to the Software functionality, including troubleshooting errors and providing guidance on standard usage. (b)      Updates, patches, and upgrades to maintain Software performance and security, provided these fall within the scope of the Client’s subscription package. (c)      Resolution of issues related to the Hosting Services, excluding those caused by Third-Party Hosting Providers (refer to clause 5.2). (together ‘Maintenance & Support Inclusions’) Where possible, the Service Provider will assist the Client via remote connection, provided that the Client will be charged after the initial installation for the time of establishing a connection where such establishment exceeds 5 minutes at the Related Services Fee Rate as specified in the Sales Order Confirmation. Maintenance and Support is contingent on the Client: (a)      maintaining a supported version of the Software (b)      providing accurate and complete information regarding the reported issue; and (c)      adhering to the Service Provider’s standard operating procedures for submitting support requests.	All Maintenance & Support Inclusions PLUS: (i)       60 minutes free investigation on Software function failure; and (ii)      60 minutes free minutes on how to operate the Software (iii)      Assistance with re-installation of Type 3 certificate. Application fot the certificate tremains the responsibility of the Client.  Where possible, the Service Provider will assist the Client via remote connection, provided that the Client will be charged after the initial installation for the time of establishing a connection where such establishment exceeds 5 minutes at the Related Services Fee rate as specified in the Sales Order Confirmation.	All Maintenance & Support Inclusions PLUS: (i)       180 minutes free investigation on Software function failure; and (ii)      240 minutes free minutes on how to operate the Software (iii)      Free telephone support (iv)     10 hours free troubleshooting, (v)      Assistance with re-installation of Type 3 certificate; and (i)       120 minutes server support and maintenance support. Where possible, the Service Provider will assist the Client via remote connection, provided that the Client will be charged after the initial installation for the time of establishing a connection where such establishment exceeds 5 minutes at the Related Services Fee rate as specified in the Sales Order Confirmation.
Maintenance & Support Exclusions	Maintenance & Support do not include: (a)      Issues caused by third-party services, including but not limited to Hosting Services outages, integration failures, or external API disruptions, unless specifically included in the Client’s subscription package. (b)      Problems resulting from: (i)       unauthorised modifications to the Software or Hosting Services; or (ii)      misuse of the Software contrary to the Documentation or agreed usage terms; or (iii)      failure to implement recommendations provided by the Service Provider. (iv)     loss or damage caused directly or indirectly by the Client’s error or omission; (v)      re-installation of the Software after any malfunction as a result of any action by the Client or any Third Party acting on behalf of the Client; (c)      Requests for additional training or, configuration, or customisation of the Software unless explicitly included in the Client’s package or purchased as an add-on service. (d)      issues arising from the Client’s network, hardware, or other IT infrastructure (e)      operator errors or data entry mistakes; or (f)       recovery of lost data due to Client actions or third-party failures, unless the Client has purchased a data backup and recovery package. (g)      feature requests or changes to the Software to accommodate the Client. (h)      managing a Client’s email server or tracking messages through their email system; (i)       writing or modifying specialised SQL queries for the Client. (j)       application of and re-installation of Type 3 certificate. (k)      travelling time or associated expenses, unless explicitly agreed to in writing between the Parties (l)       any other maintenance requests not covered in (a) – (k) above.   (together ‘Maintenance & Support Exclusions’)	All Maintenance & Support Exclusions as defined	All Maintenance & Support Exclusions as defined.
SLAs (Targeted Response Time)	None.	Targeted SLAs: P1: <1 hour P2: <2 hours P3: <16hours P4: <32 hours Incident severity is determined by TradeWindow and subject to the Super Level Agreement as set out in the Terms and Conditions.	Targeted SLAs: P1: <1 hour P2: <2 hours P3: <16 hours P4: <32 hours Incident severity is determined by TradeWindow and subject to the Super Level Agreement as set out in the Terms and Conditions.
SLAs (Targeted Resolution Time)	None	P1: 2 – 4 hours P2: 6 – 8 hours P3:  1 – 2 Business Days P4:  3 – 5 Business Days	P1: 2 – 4 hours P2: 6 – 8 hours P3: 1 – 2 Business Days P4: 3 – 5 Business Days
Hosting (Azure)	1 Basic Virtual Machine 10 GB storage	1 Basic Virtual Machine 20 GB storage	1 Enterprise Virtual Machine 100 GB storage Backup Storage Backup Execution Included
Additional Storage	Charged  per GB for additional Storage and Outbound Data Transfer above the limits for Hosting	Charged per GB for additional Storage and Outbound Data Transfer above the limits for Hosting	Charged per GB for additional Storage and Outbound Data Transfer above the limits for Hosting
Service Availability	As per the SLA	As per the SLA	As per the SLA
Customisation	Charged at Related Services Fee per hour	Charged at Related Services Fee per hour	10 free hours annually. Charged at Related Services Fee per hour thereafter
Integration Capabilities	Limited integrations (e.g., Customs software)	Broader integration with Customs, EDI	Full API access for advanced integrations
Security Features	Standard SSL encryption	Advanced encryption, security audit every 6 months	Full security suite, regular vulnerability assessments
User Management	Basic user access and role assignments	Role-based access control (RBAC) and audit logs	Advanced user permissions, MFA, detailed tracking
Consultation Services	Charged at Related Services Fee per hour	Charged at Related Services Fee per hour (one hour included free)	Charged at Related Services Fee per hour (two-hour consultation included)
Onboarding Services	Remote onboarding setup with a project management tool	Enhanced onboarding with priority and project management support	Full onboarding project with dedicated project manager
Priority Queueing for Support	None	Priority queueing for support requests	Immediate support escalation for critical issues
Academy Training	Included (Freight Modules)	Included – unlimited	Included – unlimited
In-Person Training	Charged at the Fee per hour as set out in the Sales Order Confirmation	Charged at the Fee per hour as set out in the Sales Order Confirmation	Charged at the Fee per hour as set out in the Sales Order Confirmation
Customer Success	workshops at an additional quoted cost	Dedicated Customer Success Manager: Bi-annual check-ins, success plans, proactive issue resolution, tailored engagement and workshops at additional quoted cost	Dedicated Customer Success Manager: Monthly check-ins, success plans, proactive issue resolution, tailored enagement, strategic planning and guidance, workshops, and business reviews
Additional Services	Charged at Related Services Fee per hour	Charged at Related Services Fee per hour	Charged at Related Services Fee per hour

 

Last updated 19 August 2025