Product Schedule – Customs

Version: PCUSTOMSDSG24.1

1. APPLICABILITY
   
   These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “e-Customs”, “Customs4” or “C4”, “Global Customs and Transport” or “GCT”, “Pentant” or “Thyme” product family (hereafter “GLN Services” for the purposes of this Product Schedule) or where this Product Schedule has been otherwise described as applying to the provision of Descartes products or services. These terms are in addition to any other terms and conditions provided under the Agreement.
   
   
2. USE AND RESTRICTIONS
   
   2.1 The GLN Service are provided to Customer only within the duration of the Agreement and subject to the terms of the Agreement.  The GLN Services may be Used by Customer and its Permitted Users only for Customer’s internal business purposes in connection with the submission of Customer’s Declaration or Message to the designated Regulatory Authority for a customs program that Customer subscribed to hereunder.
   
   2.2 Descartes shall provide the GLN Services to Customer during the Term of the Agreement at the service levels described in the Agreement.  As part of Customer’s subscription to the GLN Services, the underlying applications that Descartes uses to provide GLN Services may be updated from time to time to the extent that Descartes makes such updates available to all customers as part of a generally available release.
   
   2.3 Customer and its Permitted Users are authorized to Use the GLN Services described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the GLN Services unless that Module is specifically listed in the Order Form or any subsequent ordering document.
   
   2.4 No license is given to any of the underlying software, hardware, or other systems used by Descartes to provide the GLN Services to Customer. Customer is solely authorized to access the GLN Services via the applications or means of connection specified by Descartes.  Customer is responsible for adhering to all such specifications to ensure connectivity with the GLN Services.
   
   2.5 Customer, in using the GLN Services, agrees not to knowingly do or allow any other party to do on their behalf, including but not limited to Permitted Users, any of the following: (i) upload or otherwise send to Descartes or the GLN Services files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the GLN Services for illegal purposes, to further an illegal or criminal venture, or in any manner that might reasonably be considered as causing, inciting, encouraging, or aiding in the commission of a nuisance or criminal offence; (iii) interfere with or intentionally disrupt or put at risk the GLN Services, the underlying network systems supporting the GLN Services, or the ability of other users or customers of Descartes to use the GLN Services; and (iv) post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature through the GLN Services.
   
   2.6 Where Customer determines that it has violated section 2.5 Customer will, without undue delay, notify Descartes of the violation.  Where Descartes reasonably determines that a violation of the above listed sections has occurred, Descartes may suspend, either temporarily or permanently as is reasonable under the circumstances, the access of Customer or its Permitted Users until such time as the violation has been remedied and there is no reasonable basis to believe that continued violations will occur.
   
   
3. DESCARTES’ RIGHTS
   
   3.1 Customer grants to Descartes and its Affiliates a worldwide, limited-term license to host, copy, transmit, modify, encrypt, and display Customer Data, but only to the extent that it is reasonably necessary for Descartes to provide the Services in accordance with this Agreement or as otherwise provided for under the Agreement, and for no other purpose.
   
   3.2 Descartes may, but shall be under no obligation to, modify or update the GLN Services from time to time, provided such modification does not result in a material loss of functionality in the GLN Services as compared to the GLN Services as of the Effective Date.
   
   
4. PERMITTED USERS
   
   4.1 Permitted Users of GLN Services. Customer will be solely responsible for selecting and administering the Permitted Users, as well as ensuring any changes to those Permitted Users are done in a timely manner. Where Customer requests Descartes to set up or maintain Permitted Users’ accounts, Customer will ensure it provides Descartes with timely updates on any changes to its list of Permitted Users.
   
   4.2 Responsibility for Permitted Users.  Customer agrees that it is responsible for all Permitted Users who Use the GLN Services and for ensuring that its Permitted Users do not breach or do not cause Customer to be in breach of Customer’s obligations under the Agreement. For the purposes of this Agreement, Permitted Users shall be deemed to be agents and/or representatives of the Customer regardless of who their actual employer may be.
   
   
5. REGULATORY COMPLIANCE
   
   5.1 Regulatory Authority Requirements Compliance.  Where a Regulatory Authority issues a new or updated Regulatory Authority Requirements, within a reasonable period of time, Descartes will use commercially reasonable efforts, as part of Support Services provided under the Agreement, to: a) update the GLN Services subscribed to by the Customer to materially comply with the Regulatory Authority Requirements; or b) provide a workaround to enable the GLN Services to meet the Regulatory Authority Requirements.
   
   5.2 Limitations on Regulatory Compliance.  Customer understands and agrees that, unless expressly stated in the Order Form or any statement of work, the obligations described in section 5.1 shall be Descartes sole obligation regarding the Regulatory Authority Requirements.  Further, notwithstanding anything to the contrary in this Agreement, Descartes shall not be obligated to: i) make any changes to the interface of any GLN Services to allow or enable Customer’s system or Customer Equipment to communicate with the Descartes GLN; ii) change or update the GLN Services to account for any Regulatory Authority converting or migrating to a new system or program, including but not limited to any introduction of new declaration flows; iii) make any changes to any Customer specific configurations of the GLN Services, including but not limited to any Customer specific mapping; or iv) add any additional business validations related to any applicable Regulatory Authority declaration system.
   
   5.3 Non-Compliance.  If Customer reasonably believes the GLN Services do not comply with an applicable Regulatory Authority Requirement, Customer will first notify Descartes in writing, in accordance with the notice provision of the Agreement, and provide sufficient details of the alleged non-compliance to allow Descartes to identify the specific rule or part of the Regulatory Authority Requirement with which the GLN Services do not comply with.  Descartes shall have fifteen (15) days to review, verify, and remedy any established non-compliance with a Regulatory Authority Requirement.  If Descartes is unable to remedy the non-compliance with the Regulatory Authority Requirement, as determined by the Regulatory Authority or an individual with expertise in the Regulatory Authority Requirement, Customer may terminate this Agreement on thirty (30) days’ notice to Descartes without prejudice to any other lawful rights or remedies available to Customer.
   
   
6. DESCARTES E-ARCHIVING.  Notwithstanding anything to the contrary in the Agreement, if under the Order Form the GLN Services include services described or branded as “e-Archiving” or “Archive Module” (the “GLN Archiving”), then, so long as the GLN Services subscription includes GLN Archiving, messages exchanged between the GLN Services and the Regulatory Authority will be archived for a period of ten (10 years) from the date the messages are received or created by the Descartes GLN (the “Archival Period”). For greater clarity, messages between Customer’s system and GLN Services will not be archived.  Messages will be purged at the end of the retention period.  In the event the Agreement is terminated, Descartes will maintain those archived messages until the expiration of the Archival Period.  Customer will be permitted to view the archived messages until the end of the Archival Period, however, Customer shall not be entitled to any support services as of the date the Agreement is terminated.
   
   
7. PENTANT - BADGES.  As between Descartes and Customer, Customer shall be responsible for the content of electronic messages or electronic transmissions submitted to a Regulatory Authority under a Badge subscribed to from Descartes, irrespective whether such filings or electronic transmissions are processed by the Descartes GLN or via another service provider.  Customer is responsible to ensure any messages or electronic transmissions processed via Descartes GLN are made under a valid custom identifier approved by HM Revenue & Customs.
   
   
8. Mobile Applications
   
   8.1 Where the GLN Services include Mobile Applications or Mobile Applications are used to connect to GLN Services, the following provisions shall apply.
   
   (a) Customer is granted a term limited, non-exclusive, non-transferable license to Use the Mobile Application, conditional on the Customer having a current subscription in good standing to the specified GLN Services.  No license is given to the source code to any or all parts of the Mobile Application and Customer is prohibited from reverse engineering, disassembling or decompiling the Mobile Application or otherwise attempting to create or generate any source code version of any part of the Mobile Application, except as permitted by applicable law and to the extent that Descartes is not permitted by applicable law to exclude or limit such rights.
   
   (b) Mobile Applications are, unless otherwise specified in the Order Form, to be installed on Customer Equipment and used by Customer to transmit Customer’s data to their corresponding GLN Services solely in connection with Customer’s valid subscription to the GLN Services. 
   
   (c) Mobile Applications may be delivered by way of a third-party digital distribution platform including but not limited to Google Play for Android Devices or App Store for iOS devices.  Customer understands and agrees that these owners and operators of these third-party digital distribution platforms are not endorsing or making any other guarantee or warranty about the Mobile Application.
   
   (d) Mobile Applications are designed to connect to the GLN Services maintained by Descartes and may not function correctly without being allowed to maintain that connection.  Customer is responsible for ensuring any Customer Equipment the Mobile Application is installed on has adequate connection with the general internet or other networks as may be specified.  Descartes explicitly disclaims any liability resulting from poor connectivity or loss of communication caused by Customer Equipment or any network Customer Equipment uses to connect to the GLN Services and Mobile Applications are explicitly excluded from any availability measure or determination.
   
   (e) Mobile Applications are designed to be regularly updated to meet evolving technical and security standards.  Descartes may, from time to time, release new versions of the Mobile Applications.  Customer will, unless specifically permitted otherwise by Descartes in writing, Use only the most current version or the immediately preceding version.  Customers who do not Use the most current version or the immediately preceding version may, at Descartes sole discretion, be excluded from any Mobile Application support or service entitlements Descartes may be obligated to provide under the Agreement and any such Use is at the Customer’s own risk. 
   
   
9. DELIVERY OF GLN SERVICES; SUPPORT
   
   The delivery of GLN Services as well as the provision of support related to the GLN Services is provided subject to Descartes GLN Services Delivery Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/gln-services-delivery-policy (the “Delivery Policy”).  To the extent there is any contradiction or conflict between the terms of the Delivery Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Delivery Policy shall be subordinate to all those other terms.
   
   
10. Third Party Processors
    
    For the purpose of the Data Processing Terms, as referenced in the Master Terms, the Third Party Processors involved in the provision of GLN Services is as set out under Annex “A” to this Product Schedule.
    
    
11. DEFINITIONS
    
    11.1 “Badge” means a Descartes issued identifier, unique to the Customer and approved by HM Revenue & Customs.  For greater certainty and the avoidance of doubt, a subscription to a Badge from Descartes does not include a subscription to a messaging/filing service from Descartes, a separate subscription is required.
    
    11.2 “Concurrent Users” means the aggregate number of Permitted Users authorized under the Agreement to access and use the GLN Services at the same time.
    
    11.3 “CSP” means a port community inventory system provider.
    
    11.4 “Customer Equipment”means Customer’s computer, workstation, server, mobile device, or other similar such system which is owned or managed by the Customer and which Descartes products or services are installed in, operated from, or accessed through.
    
    11.5 “Declaration” means each of the following: (i) a set of electronic messages sent to and from Descartes GLN or generated by GLN Services, pertaining to  imports, exports or movements under Regular Authority supervision corresponding to the same Regulatory Authority declaration unique identifier, sent to a single recipient, either a specific Regulatory Authority or Trading Partner (for greater certainty each copy of a Declaration sent to a unique recipient is a distinct Declaration for the purposes of the Agreement); (ii) initial and supplementary declarations with respect to a Shipment, under simplified procedures shall be a separate Declaration; (iii) EMCS dispatches, receipts and splits pertaining to a Shipment shall be a separate Declaration; (iii) NCTS dispatches and receipts pertaining to a Shipment shall be a separate Declaration.
    
    11.6 “Entity” or “Legal Entity” is a legal corporate entity identified by a unique VAT number or Regulatory Authority registration number, including EORI (Economic Operator's Registration and Identification) or a unique shed code/warehouse ID issued to Customer by a CSP or Regulatory Authority to operate as an import or export customs-controlled area for the purposes of temporary storage or presentation for export. 
    
    11.7 “Included Volume” means the total number of transactions or other units of measure, as the case may be, that Customer is allotted under their subscription to the GLN Services, calculated in aggregate across the Order Form and any other Supplementary Order Forms that reference that Order Form.
    
    11.8 “Location” means each distinct Regulatory Authority approved geographic area for the purposes of regulatory control, and related external geographic areas, such as a particular port or particular physical location.
    
    11.9 “Message” means each of the following: (i) an electronic message transmission relating to a Shipment in such pre-defined format as Customer and Descartes may agree on from time to time, received by Descartes GLN for delivery to Regulatory Authority or a Trading Partner; (ii) an electronic message sent to a Data Provider.
    
    11.10 “Mobile Application” or “Mobile Applications” means Software that is designed to be installed on a phone, tablet, or other portable device running an Android, iOS, or Windows Mobile operating system and which was produced by or supplied by Descartes to Customer as part of the GLN Services.
    
    11.11 “Module”means an addon, module, or service which is designed to be integrated with the GLN Services but which is not designed to be an essential or required component of the GLN Services.
    
    11.12 “Named User” a single named Permitted User designated by Customer who will have access to GLN Services. Named User access rights cannot be shared or used by more than one named Permitted User but may be reassigned from time to time to new named Permitted Users replacing former named Permitted Users who have terminated employment with Customer, changed job status or function, or otherwise no longer require ongoing use of GLN Services.
    
    11.13 “Regulatory Authority” means a country-specific, government agency, customs authority or other official entity sanctioned by the government of such country in connection with regulatory program receive messages or other material generated by the GLN Services subscribed to by Customer pursuant to the Agreement.
    
    11.14 “Regulatory Authority Requirement” or “Regulatory Authority Requirements” means (A) a technical requirement of a Regulatory Authority’s customs system set out in the applicable Regulatory Authority’s program implementation guides, technical, or functional specifications. For example, change in fields (new fields, deleted fields, changes in field length) and code lists to the extent they are mandated by the technical and functional specifications issued by the applicable Regulatory Authority; and (B) revisions to the applicable Regulatory Authority’s program implementation guides and technical and functional specifications, issued by such Regulatory Authority. 
    
    11.15 “Shipment” means a discrete request by Customer for movement of goods from a single origin to a single destination.
    
    11.16 “Trading Partner” Customer’s business partners that are connected to Descartes’ GLN, either directly as a customer of Descartes or indirectly via an existing electronic messaging service provider that is connected to Descartes’ GLN, that Customer advises Descartes it wants to exchange messages with. 
    
    11.17 “Transaction” means a Declaration; except that for the purposes of subscription to document upload module functionality, Transaction means each distinct file uploaded and accessed via Descartes GLN Services.
    
    11.18 “Transport Booking” means a set of messages relating to a Shipment and bearing a unique identifier sent or received by Customer to, or from, a Trading Partner.
    
    11.19 Additionally, the following terms are defined in the Order Form that references this Product Schedule, or in the Master Terms as referenced by that Order Form:
    
    (a) “Agreement”
    (b) “Customer Data”
    (c) “Data Provider”
    (d) “Descartes GLN”
    (e) “Effective Date”
    (f) “GLN Services”
    (g) “Master Terms”
    (e) “Order Form”
    (f) “Permitted Use”
    (e) “Permitted User”
    (f) “Services”
    (g) “Scope of Use”
    (h) “Support Services”
    (i) “Term”
    (j) “Use”.

Third Party Processors

Third Party Processors involved in the provision of the GLN Services described under this Product Schedule:

Name	Function/Purpose	Location
Amazon.com Inc.	AWS cloud hosting services and data storage	UK, EU
Oracle Cloud	Cloud hosting services and data storage	Ireland
Interxion Datacenters	Data centre provider.  Provides co-location and hosting services.	Netherlands / Belgium
CenturyLink	Data centre provider.  Provides co-location and hosting services.	Netherlands / Belgium
Maritime Cargo Processing (MCP)	Community Service Provider for several UK sea ports.  Goods arriving by this port require customs filings to be directed through them.	UK
Community Network Services (CNS)	Community Service Provider for several UK sea ports.  Goods arriving by this port require customs filings to be directed through them.	UK
BT Air Logistics CCS-UK	Community Service Provider for most UK airports.  Goods arriving by this port require customs filings to be directed through them.	UK
Evry Norway	Customs submissions provider approved by Norwegian Customs to receive customs declarations on their behalf.	Norway
Pendo.io Inc	For use with e-Customs for targeted guides, analytics and NPS functionality. User ID is anonymised.	USA

Personal Data Supplement

For the purposes of any Model Clauses, as may be required under the Descartes Data Processing Terms, the following information will shall supplement Annex 1 to the Model clauses (as that term is defined in the Data Processing Terms).

Categories of data subjects whose personal data is being transferred

Only the following categories of data subjects:

• Permitted Users (credential and access related information only).
• Individuals, as specified by the government entity receiving the custom declarations or security filings, who are involved in the export or import of the goods subject to the custom declarations or security filings.

Categories of personal data transferred

Only the following types of personal information will be processed within the Descartes products or services:

• Names (which may include first, last, or full names);
• Contact information (such as telephone numbers, mailing address, and email addresses);
• Identifiers (such as EORI codes, PPS numbers, customs identifiers);
• Basic descriptions or classifications of goods being exported or imported, including value of those goods;
• User order details (such as items to be delivered, delivery date and time, customs or security entries).

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
Amazon.com Inc.	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	AWS cloud hosting services and data storage	UK, EU
Oracle Cloud	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Cloud hosting services and data storage	Ireland
Interxion Datacenters	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Data centre provider.  Provides co-location and hosting services.	Netherlands / Belgium
CenturyLink	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Data centre provider.  Provides co-location and hosting services.	Netherlands / Belgium
Maritime Cargo Processing (MCP)	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Community Service Provider for several UK sea ports.  Goods arriving by this port require customs filings to be directed through them.	UK
Community Network Services (CNS)	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Community Service Provider for several UK sea ports.  Goods arriving by this port require customs filings to be directed through them.	UK
BT Air Logistics CCS-UK	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Community Service Provider for most UK airports.  Goods arriving by this port require customs filings to be directed through them.	UK
Evry Norway	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Customs submissions provider approved by Norwegian Customs to receive customs declarations on their behalf.	Norway
Pendo.io Inc	Some of the categories as extracted for reports.	Duration of contract.	For use with e-Customs for targeted guides, analytics and NPS functionality. User ID is anonymised.	USA