Version: PFSSDSG26.0
- APPLICABILITY
These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “Fleet Safety Suite” 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. - USE AND RESTRICTIONS
2.1. Where the Order Form designates products as GLN Services, such services are provided for the Term at the service levels described in the Agreement and may be updated from time to time as part of a generally available release to all customers. Customer and its Permitted Users may Use the GLN Services for Customer’s internal business purposes in connection with transportation safety, driver management, compliance monitoring, training management, telematics analysis, accident management, coaching, reporting, and related operational activities. subject to: (i) the applicable subscription, driver, user, module, transaction, or volume limits identified in the Order Form; (ii) the availability and interoperability of any Third Party Technology.
2.2. 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.
2.3. 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.
2.4. 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, any underlying network systems hosted by Descartes that support the GLN Services, or the ability of other users or customers of Descartes to use the GLN Services; (iv) modify, decompile, disassemble, or reverse engineer any portion of the GLN Services or to obscure or remove any copy marks, trademarks, watermarks, or other such similar indicators or otherwise cause a reasonable person to believe that Customer or some other party other than Descartes was the owner or holder of the intellectual or moral rights to the GLN Services; (v) pledge the GLN Services as collateral or otherwise encumber the GLN Services with any lien or security interest other than that of Descartes; or (vi) 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.
2.5. Where Customer determines that it has violated section 2.3 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.
2.6 WATCH LIST SCORES AND REGULATORY RESTRICTIONS
Customer acknowledges that the GLN Services are a configurable information-management, analytics, and workflow tool only. The GLN Services do not independently assess, evaluate, certify, rank, qualify, or determine the safety, performance, suitability, qualifications, fitness, or employment status of any individual.
Any watch list scores, rankings, risk indicators, coaching recommendations, alerts, predictive analytics, reports, dashboards, or similar outputs generated by the GLN Services are derived from Customer-selected configurations, business rules, criteria, weightings, thresholds, organizational hierarchies, data sources, and other inputs established by Customer. Such outputs reflect the configuration choices and priorities established by Customer and do not constitute independent conclusions, recommendations, or determinations made by Descartes.
Customer acknowledges and agrees that:
(a) Descartes is not a "consumer reporting agency" as defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA");
(b) the GLN Services, including any Watch List Scores, rankings, risk indicators, recommendations, alerts, predictive analytics, reports, dashboards, or similar outputs generated by the GLN Services, do not constitute "consumer reports" as defined in the FCRA;
(c) Customer shall not use the GLN Services or any outputs generated therefrom, in whole or in part, for any purpose regulated by the FCRA, including determining an individual's eligibility for employment, promotion, reassignment, retention, compensation, discipline, termination, or any other purpose governed by Section 1681b of the FCRA;
(d) Customer shall not use any watch list scores or similar outputs as the basis for, or as a factor in, taking any adverse action against any individual under the FCRA;
(e) Customer understands that the GLN Services are a configurable information-management, analytics, and workflow tool only and that all outputs are generated based upon Customer-selected configurations, criteria, thresholds, weightings, business rules, organizational structures, and data inputs; and
(f) Customer certifies that it has read, understands, and will comply with the foregoing restrictions and will not use the GLN Services or any outputs generated therefrom in a manner that would cause Descartes to be deemed a consumer reporting agency or the outputs to be deemed consumer reports under the FCRA.
Customer is solely responsible for:
• determining the criteria, metrics, weightings, thresholds, and other configurations utilized within the GLN Services;
evaluating the appropriateness, accuracy, fairness, legality, and business suitability of such configurations as described above;
• reviewing and validating any outputs generated by the GLN Services prior to taking any action based upon such outputs;
• implementing appropriate governance procedures, documentation, policies, human review processes, and safeguards relating to Customer's use of the GLN Services;
• ensuring that decisions affecting drivers, employees, applicants, contractors, or other individuals are not based solely on outputs generated by the GLN Services; and
• complying with all applicable employment, labor, privacy, transportation, artificial intelligence, telematics, biometric, discrimination, consumer protection, and data protection laws.
2.7. REPORTING AND ANALYTICS SERVICES
Reporting and analytics capabilities may include dashboards, visualizations, safety scoring, driver performance monitoring, compliance reporting, telematics analysis, and related reporting services utilizing Customer Data and data received from Third-Party Applications.
Customer acknowledges that reporting outputs, analytics, trends, scoring, recommendations, or similar outputs generated by the GLN Services are informational tools only and remain dependent upon the completeness and accuracy of Customer Data and Third-Party Application data. - 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 Customer is in good standing and current on all fees owing, Customer shall have access to any new releases, modifications, improvements, enhancements, or updates that Descartes may make available as part of a generally available release of the GLN Services (collectively “Updates”). - 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. - IMPLEMENTATION AND CONFIGURATION PACKAGES
Where the Order Form sets out certain implementation and configuration packages as part of or in addition to the GLN Services, the configuration services included in those packages shall consist of the following:
Enterprise
• Configuration of roles, permissions, and organizational hierarchy, including standard Customer and terminal hierarchy levels and up to eight (8) additional custom Hierarchy Tiers, for a maximum of ten (10) hierarchy levels;
• Up to five (5) Manual Uploads;
• Data mapping to standard GLN Services data structures and values;
• Initial calibration and deployment of the watch list model, using customer-provided data and standard implementation methodology;
• Implementation onboarding training (up to a total of 12 hours of instructor-led training delivered during implementation for designated customer administrators and end users); and
• Project management (90-minute weekly status call for up to 16 weeks from project kickoff; any unused project management hours do not roll over).
Enhanced
• Configuration of roles, permissions, and organizational hierarchy, including standard Company and Terminal hierarchy levels and up to four (4) additional custom Hierarchy Tiers, for a maximum of six (6) hierarchy levels;
• Up to three (3) Manual Uploads;
• Data mapping to standard GLN Services data structures and values;
• Initial calibration and deployment of the Watch List model, using customer-provided data and standard implementation methodology;
• Implementation onboarding training (up to a total of 8 hours of instructor-led training delivered during implementation for designated customer administrators and end users); and
• Project management (60-minute weekly status call for up to 12 weeks from project kickoff; unused project management hours do not roll over).
Standard
• Configuration of roles, permissions, and organizational hierarchy, including standard Company and Terminal hierarchy levels and up to two (2) additional custom Hierarchy Tiers, for a maximum of four (4) hierarchy levels;
• Up to one (1) Manual Upload;
• Data mapping to standard GLN Services data structures and values;
• Initial calibration and deployment of the Watch List model, using customer-provided data and standard implementation methodology;
• Implementation onboarding training (up to a total of 4 hours of instructor-led training delivered during implementation for designated customer administrators and end users); and
• Project management (30-minute weekly status call for up to 8 weeks from project kickoff; unused project management hours do not roll over). - THIRD PARTY PROCESSORS
For the purpose of the Data Processing Terms, where GLN Services are subscribed, 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. - DEFINITIONS
7.1. “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.
7.2. “Descartes Analytics” means an integrated reporting application utilizing Descartes Reporting Services and Microsoft Power BI framework embedded to provide advanced reporting solutions based on Customer Data and data processed within the GLN Services.
7.3. “Designated Site” means Descartes managed server during the term of GLN Services and Third Party Software licenses.
7.4. “Device” means a Customer-owned or leased individual handheld mobile unit with global positioning service functionality for tracking, routing and scheduling of Vehicles used by Customer in connection with an interoperable Mobile Application, GLN Services, Third Party Technology and Descartes Route Planner Solution.
• “Agreement”
• “Customer Data”
• “Effective Date”
• “Master Terms”
• “Order Form”
• “Permitted Use”
• “Permitted User”
• “Services”
• “Term”
• “Use”
7.5. “Fleet Safety Services” means the Descartes Fleet Safety Suite products, modules, hosted services, analytics services, integrations, onboarding services, reporting services, and related offerings identified in the applicable Order Form.
7.6. "Hierarchy Tier" means an individual configurable level within the Customer's Organizational Hierarchy. Hierarchy Tiers may be used to organize, manage, report on, or analyze drivers, users, vehicles, terminals, business units, departments, fleets, locations, and other operational entities within the Fleet Safety Services. Examples of Hierarchy Tiers may include Company, Division, Region, Terminal, Site, Department, Fleet, Team, or other organizational levels established by Customer.
7.7. "Manual Upload" means a one-time import of Customer-provided data files, including CSV or Microsoft Excel files, performed as part of the implementation process. Manual Uploads are limited to the ingestion of data into standard Fleet Safety Services data structures and formats. Data requiring substantial cleansing, transformation, normalization, deduplication, enrichment, consolidation, custom mapping, or restructuring may require additional professional services and fees.
7.8. “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.
7.9. “Vehicle” means a unique delivery vehicle, as identified by a distinct vehicle identification number, owned or leased by Customer and operated for the benefit of the Customer.
7.10. 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:
Annex “A”
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 | North America |
| www.astronomer.io (Airflow) | Management of data transfers and workflow orchestration | North America |
| Confluent.io (Kafka) | Queue-based internal data transfer | North America |
| Auth0.com | User and system authentication and authorization | North America |
| Cloudflare.com | Network management and security | North America |
| Datadoghq.com | Systems monitoring and alerting | North America |
Annex “B”
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).
Categories of personal data transferred
Only the following types of personal information will be processed within the Descartes products or services:
- Driver identification data
- Driver driving behavior data
- Service User identification data
| Transfers to sub-processors Name | Type of Personal Data | Processing Duration | Purpose | Location |
|---|---|---|---|---|
| n/a |