Version: 3GTMSDSG25.0

  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 “3G TMS” or “3G” product family (hereafter “3G TMS Solution” 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 3G TMS Solution is provided to Customer subject to the terms of the Agreement, for Use by Customer and its Permitted Users only in connection with the processing and management of Customer’s own Shipments.

    2.2 Where the 3G TMS Solution is designated as GLN Services on the Order Form, such GLN Services are provided to Customer for the Term of the Agreement at the service levels set forth therein. 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 Where the 3G TMS Solution is designated as Hosted Software by the inclusion of service described as “3G TMS Hosting” on the Order Form or otherwise by operation of the Agreement, Customer is granted a term-based license to the Hosted Software for the Term of the Agreement. Subject to the Customer’s continued good standing and timely payment of all applicable fees, Customer will be entitled to access any new releases, modifications, enhancements, improvements, or updates (collectively, “Updates”) that Descartes makes generally available.  Unless otherwise agreed to in writing, and excluding where the 3G TMS Solution has been designated as “GLN Services”, Customer shall be responsible for determining when to apply Updates to the 3G TMS Solution provided however that Customer shall only use:

    (i) The current generally available version, or

    (ii) The immediately previous version but for no longer than three (3) months after the release of the current generally available version. After such period, Customer must upgrade to the current version to remain in compliance.  

    2.4 Customer is authorized to Use the 3G TMS Solution described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the 3G TMS Solution unless that Module is specifically listed in the Order Form or any subsequent ordering document.

    2.5 No license is given to any of the underlying software, services, hardware, or other systems used by Descartes to provide the 3G TMS Solution to Customer. Customer is solely authorized to access the 3G TMS Solution via the applications or means of connection specified by Descartes.  Customer is responsible for adhering to all such specifications and requirements to ensure appropriate connectivity with the 3G TMS Solution.

    2.6 Customer, in using the 3G TMS Solution, 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 3G TMS Solution files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the 3G TMS Solution 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 3G TMS Solution, the underlying network systems supporting the 3G TMS Solution, or the ability of other users or customers of Descartes to use the 3G TMS Solution; 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 3G TMS Solution.

    2.7 Where Customer determines that it has violated section 6 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 3G TMS Solution 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 3G TMS Solution from time to time, provided such modification does not result in a material loss of functionality in the 3G TMS Solution as compared to the 3G TMS Solution as of the Effective Date.

  4. PERMITTED USERS

    4.1 Permitted Users of 3G TMS Solution. 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 3G TMS Solution 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. 3G TMS VENDOR READY TO SHIP PORTAL; QUICK SHIP CUSTOMER PORTAL
    Notwithstanding anything to the contrary in the Agreement, if Customer subscribes to the following Modules: 3G TMS Vendor Ready to Ship Portal or Quick Ship Customer Portal, then those Modules are provided for Use by Customer’s Trading Partners in connection with the transmission of Messages related to Shipments managed by Customer in the 3G TMS Solution.

  6. Mobile Applications

    6.1 Where the 3G TMS Solution include Mobile Applications or Mobile Applications are used to connect to 3G TMS Solution, 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 3G TMS Solution.  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, its Permitted Users or Drivers to transmit Customer’s data to their corresponding 3G TMS Solution solely in connection with Customer’s valid subscription to the 3G TMS Solution. 

    (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 3G TMS Solution 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 3G TMS Solution 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. 

  7. DELIVERY OF GLN SERVICES; SUPPORT FOR HOSTED SOFTWARE

    7.1 Where the 3G TMS Solution is designated as Hosted Software, support for Hosted Software is provided subject to Descartes’ Hosted Software Support Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/hosted-software-maintenance-program (the “Support Policy”).

    7.2 Where the 3G TMS Solution is designated as GLN Services, 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”). 

    7.3 To the extent there is any contradiction or conflict between the terms of the Support Policy or Delivery Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Support Policy and Delivery Policy shall be subordinate to all those other terms.

  8. 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 3G TMS Solution are as set out under Schedule 1 to this Product Schedule.

  9. DEFINITIONS

    9.1 “Trading Partner” means a Customer’s business partner that has been provided by Customer with access to a Module as described in section 5 above solely for the purpose of transmitting Messages related to Shipments made in the 3G TMS Solution that Customer subscribes to under the Agreement. 

    9.2 “Customer Equipment” means Customer, its Permitted Users or Drivers’ 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.

    9.3 “Messages” means an electronic data interchange transmission in such pre-defined format as Customer and Descartes may agree on from time to time.

    9.4 “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 3G TMS Solution.

    9.5 “Module” means an addon, module, or service which is designed to be integrated with the 3G TMS Solution but which is not designed to be an essential or required component of the 3G TMS Solution.

    9.6 “Shipment” means a discrete request for movement of goods from a single origin to a single destination that reflects a shippable quantity of goods.

    9.7 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) “GLN Services”
    (f) “Master Terms”
    (g) “Order Form”
    (h) “Permitted Use”
    (i) “Permitted User”
    (j) “Scope of Use”
    (k) “Term”
    (l) “Use”

Schedule 1

Third Party Processors

Third Party Processors involved in the provision of the 3G TMS Solution described under this Product Schedule:

NameFunction/PurposeLocation
Amazon.com Inc.AWS cloud hosting services and data storageUnited States
ComdataSupport advance of expenses to driver during load executionUnited States
HighwayCarrier onboardingUnited States
Truckstop.comCarrier onboardingUnited States

Annex “A”

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 (names and addresses for the purposes of delivery).

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, time and value);
  • Signatures;
  • Location data of delivery drivers;
  • Any personal information that can be inferred from or incidental to any photographs taken by the delivery driver in connection with their delivery to a user.

Transfers to sub-processors

NameType of Personal DataProcessing DurationPurposeLocation
Amazon.com Inc.All Personal DataDuration of contractAWS cloud hosting services and data storageUnited States, Australia
ComdataDriver namesDuration of contractSupport advance of expenses to driver during load executionUnited States
HighwayName, email, phone, and company address of carrier contactDuration of contractCarrier onboardingUnited States
Truckstop.comName, email, phone, and company address of carrier contactDuration of contractCarrier onboardingUnited States