ViAGO Pty Limited | ViAGO Holdings Limited
Last updated: 5 August 20261.1 These terms ("Terms") apply when you ("you", "Customer") purchase a packaged service ("Package") from the ViAGO entity named in your quote or invoice ("we", "us", "our"), being ViAGO Pty Limited (ABN 95 643 259 705) where you are in Australia, or ViAGO Holdings Limited (NZBN 9429050445585) where you are in New Zealand. We are a CargoWise Service Partner (CWSP) and provide professional services relating to the CargoWise platform to business customers in Australia and New Zealand.
1.2 We provide services, not software. CargoWise is owned and licensed by WiseTech Global. You hold, or will hold, your own licence for CargoWise directly with WiseTech. Our Packages are services we perform in relation to your CargoWise environment. They do not include the CargoWise software licence itself.
1.3 A contract forms between us as set out in clause 3. If you agree on behalf of an organisation, you confirm you are authorised to bind it.
1.4 These Terms, together with the description and price of the specific Package you order, form the agreement ("Agreement"). The specific written Package description prevails over these general Terms if they conflict.
1.5 Eligibility. Packages are available only to businesses that already hold a current CargoWise licence with WiseTech. If you do not hold a current licence with WiseTech, we cannot provide the Services.
1.6 Location. Packages are offered to businesses located in Australia and New Zealand. We may accept an Order from a business located elsewhere at our discretion. Where we do, ViAGO Holdings Limited is the contracting entity and clause 21.1 applies.
1.7 Master Services Agreement. If you have signed a Master Services Agreement with us, that agreement and any Statement of Work under it govern the services described in them, and these Terms do not apply to those services.
ACL means the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).
Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, Australia where we are contracting through ViAGO Pty Limited, or in Auckland, New Zealand where we are contracting through ViAGO Holdings Limited.
CargoWise or Platform means the CargoWise software and related products owned and licensed by WiseTech Global, which you license directly from WiseTech.
Catalogue means our published list of Packages and prices, available on our website or on request.
Deliverables means the specific items or work product we provide under a Package, for example configuration, migrated data, documentation, training, or a defined support period, as described for that Package.
Fees means the listed price for a Package, plus any agreed additional charges.
GST means Australian goods and services tax or New Zealand goods and services tax, as applicable to the supply.
Order means your request to purchase a Package, whether made through our website, by accepting a quote, or by written instruction to us.
Package means a defined set of services and deliverables offered at a listed price, as described in the Catalogue.
Recurring Package means a Package described in the Catalogue as supplied on a continuing monthly basis.
Services means the services described for the Package you order.
WiseTech means WiseTech Global Limited and its relevant group companies.
3.1 Our Catalogue describes each Package and its listed price. It is an invitation to treat, not an offer. Listing a Package does not oblige us to provide it. We may add, change or remove Packages and prices at any time.
3.2 When you place an Order, you offer to purchase that Package on these Terms. We may decline any Order. A binding contract forms on the earliest of:
(a) you confirming acceptance of the Order in writing, including by email;
(b) you giving us access to your CargoWise environment for the purposes of the Package; or
(c) our receipt of payment of the Fees.
3.3 We are not obliged to begin work until we have received payment of the Fees, or any deposit stated in the Package description or quote.
3.4 The price that applies is the listed price for the Package at the time you place your Order. We may change Catalogue prices at any time, but a change does not affect an Order for which a contract has already formed.
4.1 Each Package is a fixed scope at a fixed price. The Package description sets out what is included. Anything not expressly listed is out of scope.
4.2 Where a Package includes a support period, for example post go live implementation support, that period is limited to the time, hours or scope stated in the Package description, and covers only implementation, configuration and consultancy assistance. It does not include software maintenance or help desk or incident response for the Platform, which are provided by WiseTech under your licence with them. Support beyond the stated period is a separate Order.
4.3 Work beyond the described scope is a new Order, or an additional charge agreed in writing before we do it. See clause 9.
4.4 Common exclusions unless expressly included: your CargoWise licence and any WiseTech fees; the supply, performance, availability or maintenance of the Platform; third party costs; and content or data you must supply.
4.5 Recurring Packages. Where the Catalogue describes a Package as a Recurring Package:
(a) it continues on a monthly basis until either party gives the other 30 days notice in writing;
(b) the Fees are payable monthly in advance;
(c) any hours or scope included for a month are to be used in that month and do not carry forward, unless the Package description states otherwise; and
(d) we may change the Fees on 60 days notice in writing, and you may terminate the Recurring Package before the change takes effect if you do not accept it.
5.1 We will provide the Deliverables described for your Package with reasonable care and skill.
5.2 The Deliverables are what we hand over. We do not guarantee any particular business result, go live date, system performance or commercial outcome, because these depend on factors we do not control, including the Platform itself, the quality and completeness of your data, your processes, your internal resourcing and your sign offs. Any timeframe or result is an estimate only unless a specific, measurable commitment is expressly stated in the Package description and accepted by us in writing.
6.1 The Fees are the listed price for your Package, in the currency stated in the Catalogue. Prices are exclusive of GST. Where GST or other taxes apply to a supply, they will be added as required by law.
6.2 Unless the Package description or quote states otherwise, the Fees are payable within 7 days of our invoice.
6.3 Where a Package requires committed third party or travel costs, we will tell you before you order, and those costs are in addition to the Fees.
6.4 If you do not pay an amount when it is due, we may:
(a) charge interest on the overdue amount at 10% per annum, calculated daily from the due date until payment;
(b) suspend the Services if the overdue amount remains unpaid 7 days after we notify you in writing that it is overdue, until it is paid in full. We will not suspend the Services on account of an amount you genuinely dispute in good faith, provided you have paid the undisputed portion; and
(c) recover our reasonable costs of recovering the overdue amount, including legal and debt recovery costs.
6.5 We may withhold delivery of a Deliverable until the Fees for the relevant Package are paid in full.
7.1 To let us deliver, you agree to:
(a) hold and maintain a current, valid CargoWise licence with WiseTech for the duration of the Package, and meet WiseTech's own terms;
(b) give us the access we reasonably need to your CargoWise environment, systems and relevant personnel;
(c) provide accurate, complete data, content and materials in the format and within the timeframes we reasonably request. You are responsible for the accuracy and completeness of the data you provide, which is critical for data migration;
(d) review, test and sign off on Deliverables within 10 Business Days;
(e) nominate a single point of contact with authority to make decisions and give approvals;
(f) ensure you have the rights to any materials you give us; and
(g) maintain your CargoWise environment, systems and data, including current backups, so that we are able to perform the Services.
7.2 We are not responsible for delays, extra cost, or any failure to meet a timeframe to the extent caused by your not meeting clause 7.1. If your delay materially affects our schedule, we may reschedule or charge reasonable additional costs.
8.1 We do not supply, own or control CargoWise. Your right to use the Platform comes from your own licence with WiseTech, on WiseTech's terms.
8.2 To the extent permitted by law, we are not responsible for the Platform itself, including its availability, performance, defects, updates, changes or discontinuation, or for any act or omission of WiseTech. If a WiseTech change or issue affects our Deliverables or timeframes, clauses 5.2 and 15 apply, and any rework is a separate Order.
8.3 You are responsible for your own compliance with WiseTech's licence terms. Nothing we provide grants you any rights in the Platform or in WiseTech's intellectual property.
8.4 Where a Package involves configuration changes, we will apply and test a change in a test or training environment before applying it in your live environment if we consider the change carries a material risk to your live operation and a suitable environment is available. Changes that only make data available, or that do not alter how your current processing behaves, may be applied directly in your live environment.
8.5 Testing in a test or training environment depends on you having one available and reasonably current. If you do not have one, or you ask us to proceed without using it, we are not liable for loss arising from the change being applied directly in your live environment.
8.6 You remain responsible for testing configuration changes against your own operational requirements before relying on them in your live environment.
8.7 You remain solely responsible for the accuracy, completeness and lawfulness of all customs declarations, regulatory lodgements and other filings made from your CargoWise environment, and for your compliance with applicable customs, border, trade and tax laws. We do not provide customs broking, legal or regulatory advice. Configuration we deliver does not remove your obligation to review and approve what your business lodges.
9.1 Any timeframe we give is a good faith estimate, not a guarantee, unless we expressly agree a fixed deadline in writing, and it depends on your meeting clause 7.
9.2 Requests that change the scope will be quoted separately, and you can accept that quote as a new Order before we proceed.
10.1 On delivery, you have 10 Business Days to review, test and tell us in writing if a Deliverable does not match the Package description. For migrated data, you are responsible for verifying it against your source data within that period.
10.2 If you do not raise a matching issue within that period, the Deliverable is treated as accepted. This does not limit any rights you have under clause 14 that cannot be excluded.
11.1 Cancellation by you before work begins. If you cancel after the contract forms but before we begin work, you are liable only for any committed third party and travel costs. We will refund any Fees already paid, less those costs.
11.2 Cancellation by you after work begins. If you cancel once work has started, you are liable for the work done up to cancellation, calculated at the hourly rates stated in the Catalogue or in your quote, capped at the Fees for the Package, plus any committed third party and travel costs. We will refund any balance of Fees already paid.
11.3 If a Deliverable is defective. If a Deliverable does not match the Package description, clause 14 sets out your rights and remedies, including where those rights cannot be excluded.
11.4 Cancellation by us. If we are unable to deliver, we may cancel and will refund the Fees for work not yet done. If your conduct or your failure to meet clause 7 prevents delivery, we may cancel, and you remain liable for the work done up to that point, calculated and capped as set out in clause 11.2, together with any committed third party and travel costs.
12.1 WiseTech IP and the Platform are excluded. Nothing in the Agreement transfers or grants you any rights in CargoWise or any WiseTech intellectual property. Your rights in the Platform are governed solely by your licence with WiseTech.
12.2 We own the intellectual property in the work product we create for you under a Package. Subject to payment of the Fees in full, we grant you a perpetual, irrevocable, royalty free, non exclusive licence to use, copy and modify that work product, for example configuration documentation, process maps and training materials, for your own internal business purposes. This licence excludes our pre-existing materials and any WiseTech or third party intellectual property.
12.3 We retain ownership of our pre-existing materials, methods, tools and templates. Where these are incorporated into a Deliverable, we grant you a non exclusive licence to use them as part of that Deliverable. You may not use them independently of the Deliverable in which they are included.
12.4 You may not sell, sublicense or supply the Deliverables to a person who provides CargoWise implementation, configuration or consulting services, for that person to use in their own business. This does not prevent you from providing the Deliverables to a service provider engaged by you to work on your own CargoWise environment, provided that person is bound to keep them confidential.
12.5 Nothing in this clause affects your rights in the configuration held in your own CargoWise environment. We may use the methods, approaches, configuration patterns and know how applied in delivering a Package for other customers.
12.6 We may identify you as a customer of ours and use your name and logo for the purpose of describing our work and capabilities. We will not publish a case study, testimonial or quotation attributed to you without your written approval.
13.1 We warrant that we will perform the Services with reasonable care and skill.
13.2 To the extent permitted by law, and subject to clauses 8 and 14, we exclude all other warranties, representations and guarantees, express or implied, including any warranty of fitness for a particular purpose beyond the Package description, and any warranty about the Platform.
14.1 General. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under law that cannot lawfully be excluded, restricted or modified.
14.2 New Zealand business customers. If you are in New Zealand and acquire a Package for the purposes of a business, and both parties are in trade:
(a) to the extent it is fair and reasonable, the Consumer Guarantees Act 1993 does not apply (section 43(2)); and
(b) the parties contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 under section 5D, and agree it is fair and reasonable to do so.
14.3 Australian customers. If you are in Australia, you may be a "consumer" under the ACL even where you acquire a Package for business purposes, including where the price is up to A$100,000, and the consumer guarantees, including that services are supplied with due care and skill, apply and cannot be excluded. Where they apply:
(a) to the maximum extent permitted by section 64A of the ACL, our liability for failure to comply with a consumer guarantee in relation to services, being services not of a kind ordinarily acquired for personal, domestic or household use, is limited, at our option, to re-supplying the services or paying the cost of having the services supplied again; and
(b) nothing in these Terms limits our liability where it cannot lawfully be limited under the ACL.
15.1 Subject to clause 14, and to the extent permitted by law:
(a) each party's total liability for any claim connected with a Package is limited to the Fees paid or payable for that Package or, for a Recurring Package, the Fees paid in the 12 months before the event giving rise to the claim. This limit does not apply to your obligation to pay the Fees, to either party's breach of clause 12 or clause 16, or to liability under clause 15.4;
(b) neither party is liable for any indirect, consequential or special loss, or for loss of profit, revenue, goodwill or business opportunity, and we are not liable for any loss arising from the Platform or from WiseTech; and
(c) our liability for loss of or corruption of your data is subject to the cap in clause 15.1(a), and is reduced to the extent the loss would have been avoided had you maintained the backups required by clause 7.1(g).
15.2 Where the ACL consumer guarantees apply, our liability for a failure to meet them is dealt with under clause 14.3, and clause 15.1 applies to all other liability to the extent the law allows.
15.3 We are not liable for any loss to the extent it is caused or contributed to by you, including by your breach of clause 7, by our acting on your instructions, or by any change made to a Deliverable by you or on your behalf.
15.4 Nothing limits liability that cannot be limited by law, including for fraud, or under the ACL where limitation is not permitted.
16.1 Each party will keep the other's confidential information confidential and use it only to perform or receive the Services.
16.2 We handle personal information in accordance with applicable privacy laws, including the Privacy Act 1988 (Cth) (Australia) and the Privacy Act 2020 (New Zealand) where each applies, and our Privacy Policy at https://viago.com.au/privacy.html.
17.1 The Agreement runs until the Package is delivered and the Fees are paid, or until terminated. A Recurring Package runs as set out in clause 4.5.
17.2 Either party may terminate if the other materially breaches and does not remedy the breach within 7 days of written notice.
17.3 We may suspend work if you fail to meet your responsibilities under clause 7, if an amount remains unpaid after the period in clause 6.4(b), or if your CargoWise licence lapses.
17.4 Clauses intended to survive termination, including clauses 8, 12, 14, 15, 16 and 20, continue to apply.
18.1 We may subcontract any part of the Services without your consent. We remain responsible for the acts and omissions of our subcontractors.
19.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, other than a failure to pay an amount due, provided it takes reasonable steps to mitigate and resume performance. If the delay or failure continues for 30 days or more, either party may terminate the affected Package by notice in writing.
19.2 If a Package is terminated under clause 19.1, we will refund any Fees you have paid for work not performed. This also applies where a Recurring Package is terminated part way through a month for which the Fees have been paid in advance.
20.1 Changes to these Terms. We may update these Terms from time to time. The version that applies to your Order is the version published when you placed it. A later change does not affect a Package you have already ordered.
20.2 Assignment. Neither party may assign the Agreement without the other's written consent, which will not be unreasonably withheld. We may, on written notice, assign or transfer the Agreement to a related company or in connection with a sale of our business.
20.3 Entire agreement. The Agreement is the whole agreement and supersedes prior discussions.
20.4 Severability. If any clause is unenforceable, the rest continues to apply.
20.5 No waiver. A failure to enforce a term is not a waiver of it.
20.6 Notices. Notices must be in writing. Notices to us are to be sent to accounts@viago.co.nz, or to the address for the relevant entity in clause 22. Notices to you are to be sent to the email address you gave us on your Order, or to the email address of the contact you nominated under clause 7.1(e). A notice sent by email is taken to be received on the Business Day it is sent.
21.1 Where we are contracting through ViAGO Holdings Limited, these Terms are governed by New Zealand law and the parties submit to the non exclusive jurisdiction of the New Zealand courts.
21.2 Where we are contracting through ViAGO Pty Limited, these Terms are governed by the law of New South Wales and the parties submit to the non exclusive jurisdiction of the courts of that place.
21.3 In any event, the Australian Consumer Law applies to the extent it applies by law.
ViAGO Pty Limited, 75 Carshalton Street, Croydon Park NSW 2133, Australia. ABN 95 643 259 705.
ViAGO Holdings Limited, 11 Pohutukawa Drive, Pukete, Hamilton 3200, New Zealand. NZBN 9429050445585.