Updated: July 4, 2024
Overview
This Hosted Software Maintenance Program (“HSMP”) governs the provision of support for any Hosted Software provided for under any Order Form, Replacement Order Form, Supplemental Order Form, or any other similar such ordering document (each, an “Order Form”) entered into between The Descartes Systems Group Inc. or one of its’ subsidiaries or affiliates (collectively “Descartes”) and Customer (as such term is defined in the Order Form) along with any hosting services that are either included in the Hosted Software or are specifically listed in the Order Form. In the event of any inconsistency between the terms of the HSMP and the terms and conditions of the Order Form, the terms and conditions of the Order Form shall govern to the extent of that inconsistency. For greater clarity, the fact that a document is silent on any particular item or issue shall not be considered an inconsistency. The HSMP is subject to change at Descartes’ discretion so long as that change does not result in a material or significant reduction in the level of support provided for under this HSMP. Capitalized terms that are not otherwise defined in the HSMP shall have the meaning ascribed to under the Order Form.
- Entitlement to Support; Term of Support; Termination of Support
Customer is entitled to receive support under the HSMP for the Hosted Software itself as well as the Descartes managed hosting server, including but not limited to any virtual servers, (the “Hosting Services”) on which the Hosted Software is installed on so long as Customer is in good standing with Descartes. The term of Customer’s enrollment into the HSMP shall be as determined by the Order Form. Customer may choose to terminate their enrollment in the HSMP, subject to the terms of the Order Form, however, unless otherwise specifically stated, termination of enrollment in the HSMP shall not automatically cause an Order Form to terminate. - Hosted Software Maintenance Program.
2.1 Support for Hosted Software. Support for Hosted Software shall consist of:
2.1.1 Correction of Defects. Should any component of the Hosted Software fail to perform substantially in accordance with the Documentation, Descartes' sole obligation shall be to use reasonable commercial efforts to: (i) correct the defect by bringing the performance of the Hosted Software into substantial conformity with the Documentation through a process, design, or methodology change; or (ii) replace the defective component of the Hosted Software. Where Customer refuses to permit a replacement to be installed, Descartes’ obligation to correct the defect shall be deemed to be waived by the Customer. Descartes’ obligation to correct defects shall not apply: (a) if the Hosted Software is not used in accordance with the Documentation; (b) to the extent that the defect is caused by or is contributed to by Customer; or (c) if the Hosted Software has been modified by any person other than Descartes or a Descartes authorized person.
2.1.2. New Releases. As Descartes, from time to time, makes available any new general releases, unless otherwise specified in the Order Form, Customer shall be provided access to those new general releases. Customer shall be solely responsible for determining the suitability of the general release for their own circumstances and business needs. Customer may request, via Descartes’ online support portal or other designated means, the installation of the general release by Descartes. Descartes will install the general release within a reasonable time period of the requested installation date, taking into account the complexity of the installation and the availability of sufficiently qualified personnel to manage the installation.
2.1.3 Documentation. To the extent necessary, Documentation will be updated and release notes, if applicable, will be provided with each new general release of the Hosted Software. Additional copies of Documentation may also be available directly from Descartes at an additional charge.
2.1.4 Limitations of Support for Hosted Software. Descartes reserves the right to reject providing HSMP services for any Hosted Software where the Hosted Software has not been on continuous support under the HSMP for the duration of the term for which Customer was subscribed to, licensed to, or otherwise entitled to use the Hosted Software or where the Hosted Software has been repaired, modified or altered by any party other than Descartes or a Descartes authorized third-party. Unless otherwise set out in the Order Form, Descartes is only obligated under the HSMP to support the current generally available version and the immediately preceding version of the Hosted Software. Any decision by Descartes to provide support on any other versions shall be solely at the discretion of Descartes and may be discontinued at any time.
2.2 Support for Hosting Services. Support for Hosting Services shall consist of:
2.2.1 Availability. Descartes shall use commercially reasonable efforts to provide the Hosting Services at an Availability of 99.7% (excluding time necessary for scheduled preventative maintenance, upgrades and emergency maintenance as contemplated below), calculated on a monthly basis. Preventative maintenance that may cause the Hosting Services to be unavailable will not exceed twelve occurrences of unavailability in a rolling twelve-month period. “Available” or “Availability” shall mean the Hosting Services are online and the server itself is able to be accessed by an appropriately permissioned individual from the general internet. In calculating the Availability of the Hosting Services, following times shall be excluded:
(a) scheduled or previously announced Hosting Services Maintenance or where the Hosting Services will be suspended at Customer’s request or due to maintenance or modifications requested by Customer, provided Descartes notifies the Customer in advance that their request will result in loss of access to the Hosting Services;
(b) a failure or reduction in performance or malfunction resulting from Customer’s or its Permitted Users actions or inactions contrary to Documentation or Descartes instructions, arises due to Customer’s failure to properly protect any credentials to any applications running on the Hosting Services, Customer’s failure to respond to incidents that reasonably require Customer’s participating for the resolution of, or any other action that is in breach of Customer’s obligations under this HSMP or any contractual or commercial agreement between Customer and Descartes;
(c) any inability to access any specific feature or functionality of any tool, service, or application that may be running on the Hosting Services, except for Hosted Software that Descartes is obligated to provide support for under this HSMP;
(d) any inability to access any the Hosting Services due to an event that is outside of Descartes’ reasonable control, including but not limited to any force majeure events or natural disasters or any failure of any third party equipment or services for which Descartes has no control over or contractual relationship with said third party;
(e) any interruption or shutdown of the Hosting Services for circumstances where Descartes reasonably believes that a suspension or shutdown of the Hosting Services is necessary to prevent or limit a significant threat to the operation of the Hosting Services, the underlying infrastructure of the Hosting Services, or the facility where the Hosting Services is located or based in.
2.2.2 Hosting Services Maintenance. Descartes periodically updates its systems and hardware to improve the reliability, performance, and security of its infrastructure (“Hosting Services Maintenance”). The purpose of these updates ranges from patching software components to upgrading networking components or hardware. When updates are reasonably believed to have an effect on the Hosting Services, Descartes will perform any such updates or maintenance on a Sunday between 07:00 am EST and 11:00 am EST. During the service window, the Hosting Services may not be available in part or in whole. Descartes will use commercially reasonable efforts to advise Customer ninety-six (96) hours prior to any scheduled maintenance period in the event that Descartes reasonably believes the Hosting Services will not be available during such service window. In unusual circumstances emergency maintenance may be required where less notice may be provided and the maintenance needs to be performed at a time other than a reserved maintenance window. In these unusual circumstances, Descartes will use commercially reasonable efforts to provide as much advance notice of the outage as practicable. Emergency maintenance includes maintenance required to ensure the security, performance, availability or stability of the Hosting Services, including, for example, the application of a security patch to remedy a newly discovered critical security issue or immediate intervention to remedy failing of critical hardware components.
2.2.3 Hosting Services Location. Unless specifically agreed to in writing in the Order Form, Hosting Services may be provided from various data centres utilized by Descartes in various locations around the world. From time to time, Descartes may be required to move the Hosting Services to a different location in order to maintain its commitments under this HSMP or a contractual agreement between Descartes and Customer. For data centre migrations other than for the purposes of disaster recovery, Descartes will provide a minimum of thirty (30) days’ notice to Customer.
2.2.4 Limitations of Support for Hosting Services. Customer recognizes and accepts that non-Descartes information technology and communication networks, including Customer’s own systems, the general internet, dedicated networks, associated networks, business document exchange networks and the connections between these networks, as well as the infrastructure supporting the operation of such networks (collectively, “Third Party Networks”), have a significant impact on the performance and accessibility of the Hosting Services. Descartes assumes no responsibility for any downtime or performance latency associated with or caused by Third Party Networks, nor is Descartes responsible for monitoring the performance of any Third Party Networks.
2.3 Customer Contacts. Customer will be responsible for designating appropriately knowledgeable and qualified technical contacts to act as a liaison between the Customer and Descartes support staff for the HSMP services. When submitting a request for support, the Customer’s technical contact must have a baseline understanding of the issues in relation to the incident and the ability to reasonably reproduce the incident, and sufficient authority or permissions to provide reasonable assistance to Descartes support staff as they diagnosis and implement any potential resolutions.
2.4 Support Hours and Levels. Descartes shall make available to Customer support services via the Support Portal (https://servicedesk.descartes.com) or by email (servicedesk@descartes.com) or, for critical incidents, by telephone (within North America +1-877-786-9339 and outside North America +800-786-3990) ("First Level Support"). First Level Support shall be the initial point of contact and response for addressing Customer incidents and will be offered in accordance with one (1) of two (2) options.
(i) Business Hours Support
Excluding local statutory or civic holidays, First Level Support will be offered from Monday to Friday between the hours of 8:00 AM and 6:00 PM for the specified regions in accordance with the specified time zones: (i) North America – Eastern Standard Time; (ii) EMEA – Central European Time; and (iii) APAC – Hong Kong Time.
(ii) 24x7 Support
If expressly contracted for under an Agreement, and subject to the applicable fees, Customers may receive 24x7 First Level Support, 24 hours a day, 7 days a week, inclusive of local statutory or civic holidays for Priority Level 1 incidents only.
2.5 General Exclusions from HSMP. Descartes shall, under no circumstances, be obligated under this HSMP to provide support for any of the following:
2.5.1 Hardware. Technical support for hardware items including, but not limited to, the following list:
• general hardware and related equipment;
• hand held terminals;
• network support;
• disk space related failures;
• resource (power) related failures.
2.5.2 Third Party Software. Third Party Software support and assistance to consult, configure or support Third Party Software or interfaces with or to such Third Party Software or any Data Providers. - Support Procedures The provision of support shall be subject to the following procedures:
3.1 Response and Resolution Times. All communications to report an incident in the operation of the Hosted Software or Hosting Services will be made to First Level Support and will be addressed immediately or shall receive a return email or call within thirty (30) minutes of the original communication. Descartes will gather such information from Customer as may be necessary to assess or replicate the reported incident and to determine whether the reported incident is a Priority Level 1, 2, 3 or 4. Descartes’ targeted resolution times for any reported incidents arising in connection within the operation of the Hosted Software or Hosting Services are set out below. The commitment for incident management responses is determined from the time of the initial notification to Descartes during the business hours set forth in Section 2.4 above, which can be accomplished through systems alerts, portal, e-mail, telephone or entry of a call into the Descartes’ Incident Tracking System. For the purposes of these response times, incident priority levels are defined as follows
• "Priority Level 1 - Urgent/Critical" is an incident in the operation of the Hosted Software or Availability of the Hosted Server, which causes the destruction or corruption of Customer data or otherwise results in the Hosted Software being totally unavailable for use or access by a Permitted User in connection with mission-critical business processes with no immediately available workaround.
• "Priority Level 2 - High" is an incident in the operation of the Hosted Software or Hosting Services, which causes performance issues which adversely affect the normal business operations of Permitted Users but for which there may be a temporary workaround.
• "Priority Level 3 - Medium" is an incident in the operation of the Hosted Software or Hosting Services, which does not have an immediate adverse impact on the business operations of Permitted Users.
• “Priority Level 4 – Low” is a question(s) or request(s) for information in relation to the Hosted Software or Hosting Services.
3.2 Incident Resolution Services Times.
3.2.1 Target Resolution Time. Descartes will target to Resolve a reported incident within the following time frames, where “Resolve” means that the reported incident has been rectified or that the cause of the incident has been identified, a workaround has been put in place and/or change request has been escalated above First Level Support to fix the incident:
• Priority Level 1 - 12 hours
• Priority Level 2 - 48 hours
• Priority Level 3 - 5 days
• Priority Level 4 - Addressed in upgrade to future release
3.2.2 Reporting. On request, Descartes will provide a report within five (5) business days setting out the number of incidents reported by Customer and the elapsed time from confirmation by Descartes of sufficient information to identify that there is an incident to the time the incident is Resolved.