Product Schedule – Global Freight / Forwarder Logic

Version: PGFLDSG23.0

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 “Global Freight” or “Forwarder Logic” 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.
   
   
2. 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 operations described in the Forwarder Logic™ Services Specifications attached hereto as Annex “C”.
   
   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 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.
   
   2.4 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 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.
   
   
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 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.
   
   
4. PERMITTED USERS
   
   4.1 Permitted Users of GLN Services. Customer will be solely responsible for selecting the Permitted Users.  Customer will be solely responsible for administering its Permitted Users and ensuring any changes to those Permitted Users’ accounts are done in a timely manner.
   
   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.
   
   
5. RESPONSIBILITY FOR DATA MAPPING
   
   Customer is responsible to map Customer data to Descartes’ provided file types (i.e. EDI, XML), and Customer’s inability to map to Descartes’ provided file types at any time will not relieve Customer of any obligation to pay fees for the GLN Services. Descartes may provide mapping services to Customer for an additional charge.
   
   
6. 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.
   
   
7. 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.
   
   
8. DEFINITIONS
   
   8.1 “Bill of Lading” means a master bill of lading (“AMR”) and/or a house bill of lading (“AHR”), both of which are electronic documents relating to a shipment of cargo travelling on a Carrier to Japan identified by a unique bill of lading number.
   
   8.2 “Bill of Lading Event” means the creation or modification of a Bill of Lading.
   
   8.3 “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.
   
   8.4 “IML Service” means an optional service enabling Customer to access the NACCS database via Descartes Japan Ocean AFR Service in order to perform an IML Query.
   
   8.5 “IML Query” means an inquiry regarding the registered Maser Bill of Lading using the House Bill of Lading List.
   
   8.6 “Integrated Application” shall mean a Customer subscribed to third party broker or forwarder application for which Descartes offers a standard Descartes Shipment Portal API integration, connected to Descartes Shipment Portal.
   
   8.7 “ISF” means Importer Security Filing.
   
   8.8 “NACCS Center” means Nippon Automated Cargo and Port Consolidation System, Inc., which acts as an agent for the Japan Customs and Tariff Bureau and manages the Nippon Automated Cargo and Port Consolidated System, a system for electronic processing of import/export related services;
   
   8.9 “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 GLN Services.
   
   8.10 “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.
   
   8.11 “Shipment Portal” is a web-based, HTML5 compliant multi-browser platform supporting single sign-on for visibility and collaboration capabilities which integrates Forwarder Logic or Integrated Applications to enable advanced visibility and advanced capabilities to Customer and to Customer Clients with regard shipments managed by Customer for Customer Clients.  For greater clarity, Customer Client will only have visibility into the shipments of cargo managed directly for them by the Customer.
   
   8.12 “Transaction(s)” means a file or message opened or created in Forwarder Logic ™ and represented by a distinct file number; and in the case of Japan AFR Service, Transaction means an AMR, an AHR or an ATD Message, all of which are electronic documents relating to a shipment of cargo traveling on a Carrier to Japan identified by a unique reference number.
   
   8.13 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”
   (g) “Permitted User”
   (h) “Services”
   (i) “Scope of Use”
   (j) “Support Services”
   (k) “Term”
   (l) “Use”

Third Party Processors

Third Party Processors involved in the provision of the GLN Services described under this Product Schedule:

Name	Function/Purpose	Location
n/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 shipping labels).

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);
• Information that may be required by Carriers to be included on shipping labels.

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
n/a

Forwarder Logic Services Specification

Overview. The basic Forwarder Logic™ system streamlines the preparation and management of documentation and facilitates the exchange of information between forwarders and their clients and suppliers.  When combined with certain add-ons, the system may address specific requirements to manage import and export shipments by ocean, air and surface transport with consolidations both internationally and domestic.

Software Specifications.  The web-centric database application can be accessed using a standard Web browser (Microsoft Internet Explorer).  Distributed data access is optimized using XML.  Minimum bandwidth requirements are 100 Kbps of dedicated capacity.

Functionality. The application offers the following basic features:

1. Contacts (Customers, Partner and Stations)
   
   Manages and maintains the contact information of Customer, Vendor and Station records;
   
   Customers are organized in a Head-office, Division and Branch hierarchy to segregate access;
   
   Allows users to enter and update general customer information including name, division, address, phone, fax, contact names & e-mail addresses, and a special comments section for the storage of any pertinent information;
   
   Customers are categorized using user-defined tables for marketing purposes;
   Customer records include a Client Profile for keeping track of specific client information;
   
   Customers are linked to related Consignee, Notify Party, Agent and Forwarder records.  This allows for the use of simple pick-lists instead of text fields for data entry;
   
   Vendors are categorized using user-defined tables to simplify selection from pick-lists;
   Station (Branch or Agent) information features user information and can be categorized by department.
   
   
2. Operations (Quotations, Bookings and Consolidation)
   
   Generates import, export and domestic quotations for all modes;
   
   Allows users to enter and update quotations for customers in free-form text with a text reference field, quotation date and expiry date;
   
   A Quote Maintenance list is generated showing all relevant details as well as the status (open, booked etc.) of each quote;
   
   Allow users to view, print, fax or e-mail quotations;
   
   Quotes can automatically enable a booking;
   
   Allow users to enter and update shipments for customers;
   
   Provides a series of data entry screens covering all the contract information;
   
   Feature pull-down menus, checkboxes, pick-lists and other features to simplify data entry wherever possible;
   
   Allows users to list and locate shipments by customer, by container number, by forwarder reference number, by customer reference number, by carrier confirmation number, or by Bill of Lading number (Master or House);
   
   Allow users to import contract information to avoid re-keying the same information for similar movements;
   
   Individual bookings are viewed with sidebar action buttons.  Selecting an action returns a data entry screens covering: Trucker Maintenance (Deliver Orders), Supplier Maintenance (Pick-up Notices), Warehouse Management (Delivery Alerts, Receipts and Variance Reporting), Tracking Maintenance (Utility for Status Histories which feeds the tracking function), and General Information.  Costing and Invoicing is managed from the individual booking screen;
   
   B/L instructions are dynamically created for output, but can be edited to suit particular requirements (Letter of Credit adherence);
   
   All documents can be outputted to laser, dot matrix or bar coding label printers (set to emulation standards of Epson FX or IBM ProPrinter)
   
   
3. Accounting
   
   Forwarder Logic™ supports many of the unique accounting functions of a freight forwarder in conjunction with the forwarder’s legacy accounting system.  The system integrates with many accounting packages.  The result leverages the web-based Forwarder Logic™ concept with a locally maintained client-server accounting application, such as Accpac, supplied by a third party.  Please review Forwarder Logic™ ‘s  supported applications to determine whether you may use the accounting system directly or whether additional implementation services may be required.
   
   
4. Extranet basic features. The Forwarder Logic™  web screens offer the following basic features to customers:
   
   Login prompt screens require a user ID and Passcode to access further information.  System consults user profiles and filters the information that is specific to the customer.
   
   Customers may view quotations by searching in any of the fields listed in the quotation file (by date range, by port, by container number, by the forwarder’s reference number, by customer reference number);
   
   Allows customers to view shipments by searching in any of the fields listed in the booking file (by date range, by container number, by the forwarder’s reference number, by customer reference number, by origin and destination, by carrier confirmation number, or by bill of lading/airway bill number);
   
   All documentation can be made available for online retrieval; and
   
   Users may view a tracking purchase orders by purchase order number, item number or supplier.
   
   
5. Add-On Modules. The following is a basic description of the optional Add-On Modules available for subscription by Customer:
   
   Purchase Order Module: allows forwarders and shippers to manage the purchase order process with vendors.
   
   Messaging Service Module: a tool for connecting to other public and private value-added networks, an Internet-based operations and message tracking center.
   
   Importer Security Filing (“ISF”) Service: A tool to provide Forwarder Logic™ users with the means for input of the required Importer Security Filing (ISF 10) data elements and also provide the capability for the submission of ISFs to US Customs.
   
   Data Replication Module: a backup service whereby a copy of client’s data resident in the Forwarder Logic™ server and transmitted via the GLN Service is delivered to Customer on a regular basis (typically via FTP).
   
   Credit Upload Module: a tool to upload the credit limits information into Forwarder Logic™ so that credit control can be applied based on available credit limit.
   
   Advance Commercial Information (“ACI”) Forwarder eManifest Service: allows for the submission of Customer’s Filings that relate to a shipment of cargo being carried or managed by Customer traveling into Canada by air, ocean or highway to the CBSA’s ACI system.
   
   Advance Commercial Information (“ACI”) Ocean Service: a tool enabling customer to send cargo related data to the GLN by electronic data interchange (EDI) and/ or via Descartes web-based utility to create and submit Cargo Reports to CBSA and the transmission by the GLN of the Cargo Reports to CBSA’s  ACI system; and receipt by the GLN of ACI system messages relating to Cargo Reports, the transmission of such ACI system messages to Customer; the receipt and viewing ability by Customer of ACI system messages relating to the Cargo Reports via Descartes web-based utility.
   
   Ocean Automated Manifest Service (“AMS”): Enables Customer to send cargo related data to the EDITRADE OAMS by electronic data interchange (EDI) and/ or via web-based utility to create and submit Ocean Bills of Lading (“House Bills”) to CBP and the transmission by the EDITRADE OAMS of the Ocean Bills of Lading to CBP’s AMS system and, the receipt by the EDITRADE OAMS or AMS system messages relating to Ocean Bills of Lading, the transmission of such AMS system messages to Customer; the receipt and viewing ability by Customer of AMS system messages relating to the Ocean Bills of Lading via the EDITRADE OAMS.  Customer shall not use the GLN Services to submit Ocean Bills of Lading to the CBP that do not relate to a shipment of cargo which is being carried or managed by Customer and traveling into the United States of America by ocean.
   
   Reporting Services: A reporting tool which enables Customer to compile reports and queries based on data derived from shipments, POs and other related data.
   
   Japan Ocean Advanced Filing Rule (“AFR”) Service: Enables the submission of Customer’s Transactions to the NACCS Center’s advanced filing rule system.