Version: PTSSDSG25.0
- APPLICABILITY
These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “Trans-Soft” or "TS" 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, subject to the terms of the Agreement, for Use by Customer and its Permitted Users in connection with the coordination of shipments, including the quoting, routing, and booking of shipments, as well as related accounting and warehouse management functions.
2.2 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.
2.3 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.
2.4 Customer is 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.
2.5 No license is given to any of the underlying software, hardware, or other systems used by Descartes to provide the GLN Services to Customer, and no right is granted to Customer to download, install, or host in any way the GLN Services on any Customer or third-party owned or managed servers, systems, equipment, infrastructure, or environments. 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.
2.6 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.
2.7 Customer, in using the GLN Services, agrees not to knowingly: (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.
2.8 Where Customer determines that it has violated section 2.7 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. - PERMITTED USE
3.1 Permitted Users of GLN Services. Customer will be solely responsible for setting up and administering its Permitted Users, as well as ensuring any changes to those Permitted Users are requested in a timely manner through the Trans-Soft helpdesk application (http://helpdesk.trans-sof.net) or other similar such services as designated by Descartes.
3.2 Responsibility for Permitted Users. Regardless of how Permitted Users’ accounts have been set up, 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.
3.3 User Counts. Customer may, upon payment of appropriate fee, request that Descartes setup for them as many Named Users as would be reasonably required by the Customer. For billing purposes, the fee for the number of Named Users will be calculated based on the total number of Customer’s Named Users registered in the GLN Services as of the last day of each billing period. Notwithstanding the total number of Customer’s Named Users, access to the GLN Services shall be limited to the number of Concurrent Users as set out in the Order Form plus any subsequent Supplemental Order Form. - DELIVERY OF GLN SERVICES; SUPPORT
Except on the matter of Business Support Hours, which for the GLN Services specified under this Product Schedule shall be 8am to 4pm Central Standard Time on those days specified in the Delivery Policy, 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 Schedule 1 to this Product Schedule. - DEFINITIONS
6.1 “Concurrent User” means a user account within the GLN Services that is currently logged into or otherwise active within the GLN Services.
6.2 “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.
6.3 “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.
6.4 “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.
6.5 “Named User” means a user account setup within the GLN Services with a unique username.
6.6 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) “Services”
(k) “Scope of Use”
(l) “Support Services”
(m) “Term”
(n) “Use”
Schedule 1
Third Party Processors
Third Party Processors involved in the provision of the GLN Services described under this Product Schedule:
| Name | Function/Purpose | Location |
|---|---|---|
| Proximity Costa Rica LLC dba 10Pearls | Application development support | Costa Rica |
| Microsoft Corporation | Azure cloud hosting services and data storage | United 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).
- Shippers and recipients of items being shipped (names and addresses).
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);
- Origin and delivery addresses.
- User order details (general descriptions/categories of items to be delivered, delivery dates).
Transfers to sub-processors
| Name | Type of Personal Data | Processing Duration | Purpose | Location |
|---|---|---|---|---|
| Proximity Costa Rica LLC dba 10Pearls | All PII described above | Duration of trouble shooting engagement. | Developer support for trouble shooting. | Costa Rica |
| Microsoft Corporation | All PII described above. | Duration of commercial agreement | Hosting of servers, storage of data | United States |