Version: POVDSG26.0
- APPLICABILITY
These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “OneView” 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 The GLN Service are provided to Customer on a subscription basis for the duration of the Agreement and are subject to the terms of the Agreement. The GLN Services may be Used by Customer and its Permitted Users solely for Customer’s internal business purposes, in connection with coordination and managements of its Clients transportation moves.
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. - 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 products or 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. - 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. - ONEVIEW WEB TRACKING
Notwithstanding anything to the contrary in the Agreement, if under the Agreement the GLN Services include services described or branded as “OneView WebTracking”, then OneView WebTracking is provided for Use solely in connection with Customer’s valid subscription to GLN Services, and to provide shipment status, alerts, and related documentation visibility to Customer and its Clients with respect to shipments of cargo being managed by Customer for its Clients. - MAPPING RESPONSIBILITIES; TRADING PARTNER ACTIVATION
Unless expressly agreed between Descartes and Customer in a written Statement of Work, set up or activation fee does not include any data mapping or Trading Partner activation services. Descartes may provide such services to Customer for an additional fee and subject to a mutually agreed Statement of Work. - REGULATORY COMPLIANCE FOR SECURITY FILING SERVICES
7.1 Regulatory Authority Requirements Compliance. Subject to subsection 7.2 below, Descartes will use commercially reasonable efforts as part of support services to: (A) update the Security Filing Services subscribed to by the Customer to allow such Security Filling Services to materially comply with the Regulatory Authority Requirements within a reasonable period of time after the date such new Regulatory Authority Requirements have been officially published; or (B) at Descartes’ sole discretion, create a workaround to enable the Security Filling Services to meet the Regulatory Authority Requirements.
7.2 Limitations on Regulatory Compliance. Each party acknowledges and agrees that unless expressly agreed by the parties pursuant to a separate written agreement or statement of work, the obligations contained in subsection 7.1 above are Descartes’ sole obligations regarding Regulatory Authority Requirements. For greater clarity, such obligations shall expressly exclude the following, notwithstanding anything to the contrary in this Agreement:
(a) changes required to interfaces that may be required to enable Customer’s systems to communicate with the GLN Services;
(b) changes required to the Security Filling Services resulting from a Regulatory Authority converting or migrating to a new system or program, including introduction of new filling program / flows;
(c) changes on any Customer specific configuration of Security Filling Services, including Customer specific mapping;
(d) additional business validations related to any applicable Regulatory Authority filling program.
7.3 Non-compliance. If Descartes fails to comply with its obligations pursuant to section 7.1 above, Customer will notify Descartes in writing with details of the alleged non-compliance (“Notice”) and provide Descartes with the opportunity to investigate, verify and remedy any non-compliance within fifteen (15) days of receiving the Notice (“Cure Period”). If Descartes cannot remedy the verified non-compliance within the Cure Period, Customer, as its sole remedy for such failure, shall have the right to terminate the Agreement by providing Descartes with a written termination notice within thirty (30) days from the expiration of the Cure Period and receive a refund of any prepaid unused fees already paid to Descartes. - 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. - 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. - DEFINITIONS
10.1 “Client” means aclient of the Customer’s value-added brokerage or forwarding services.
10.2 “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.
10.3 “Message” means an electronically structured set of data that is transmitted (or intended to be transmitted) between Customer and its Trading Partner via Descartes’ GLN to convey information relating to a specific business communication or transaction.
10.4 “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.
10.5 “Regulatory Authority” means a country or a political and/or economic union specific government agency, customs authority or other official entity sanctioned by such country or union in connection with security filling regulatory program that receive Transaction or other material generated by the Security Filing Services subscribed to by Customer pursuant to the Agreement.
10.6 “Regulatory Authority Requirement” or “Regulatory Authority Requirements” means (A) technical requirements of the Regulatory Authority’s security filing system set out in the applicable Regulatory Authority’s program implementation guides and technical and 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.
10.7 “Security Filing Services” means OneView branded product that enable the Customer to submit Transactions to designated security filling program that Customer subscribed to under the Agreement.
10.8 “Trading Partner” means those entities or networks (including Customer’s own host computer system) 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 transmit Messages to.
10.9 “Transaction” means, unless otherwise defined in the applicable line item of the table in Section 1 of the Order Form, a unique shipment file number or a unique entry number.
10.10 “User” means a single named Permitted User designated by Customer who will have access to GLN Services.
10.11 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) “Descartes GLN”
(d) “Effective Date”
(e) “Master Terms”
(f) “Order Form”
(g) “Permitted Use”
(h) “Permitted User”
(i) “Scope of Use”
(j) “Term”
(k) “Use”
[End of Product Schedule, Annex “A” to immediately follow.]
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 |
| Microsoft Corporation | Azure cloud hosting services and data storage | United States |
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).
- Recipients of items being shipped.
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);
- Delivery addresses;
- User order details (such as items to be delivered, delivery date and time);
- Signatures;
- Information that may be required by carriers to be included on a transport document.
Transfers to sub-processors
| Name | Type of Personal Data | Processing Duration | Purpose | Location |
| n/a |