Version: PRMSRDSG23.1
- 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 Price Management”, or “GPM” 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 Services are provided to Customer only within the duration of the Agreement and subject to the terms of the Agreement. The GLN Services may be Used by Customer and its Permitted Users only for Customer’s internal business purposes in connection with the management of transportation rates and charges for the purpose of facilitating forwarder back office functions related to but not limited to quotation, booking, auditing, and allocation management.
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 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, which would be provided as a Professional Service on a time and materials basis, 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. - GPM MANAGED SERVICES
5.1 Provision of Managed Services. Where Descartes agrees, as set out in the Order Form, to provide direct assistance in the management of Contract Amendments, Governing Charge maintenance, and other similar requests for the digitalization by Descartes of Customer submitted Filing requests, which may be referred to in an Order Form as GPM Managed Services (“GPM Managed Services”), such assistance shall be considered Professional Services. Where not expressly procured by Customer from Descartes in an Order Form, Customer shall be responsible for performing all such management activities.
5.2 Performance of Managed Services. GPM Managed Services will be performed during Business Hours. All Filing Request must be submitted by the Customer to Descartes via Descartes’ Pub-Lite Rate Management (PLRM) application.
5.3 Timing. Excluding the initial conversion of a service contract, Descartes will target, but not warrant, a turnaround time of two Descartes business days on Contract Amendments provided that the filing volume for the day on which the service contract was submitted to Descartes is less than or equal to 5% of the monthly filing cap. On days when the filing volume exceeds 5% of the monthly filing cap, Descartes will utilize commercially reasonable efforts to complete the balance of the filing volume as soon as reasonably possible.
5.4 Data Quality. Customer acknowledges that the success of the GPM Managed Services is reliant on the accuracy and quality of the data provided by Customer (or third parties on behalf of Customer) and understands that Descartes is not responsible for guaranteeing the accuracy or correctness of data provided by Customer or any consequences that may arise from provided data that is inaccurate or of poor quality. Where any issues arise as a result of the inaccuracies or errors in data provided by Customer, Customer shall be solely responsible for any resulting consequences. Further, Customer understands that they are responsible for reviewing, verifying, and approving the results of the GPM Managed Services prior to Customer’s Use or reliance on that work.
5.5 Resource Availability. Customer is responsible for ensuring that all personnel who may reasonably be required to be involved for the successful implementation and performance of the GPM Managed Services have an appropriate level of expertise and are available to assist Descartes personnel by answering business, technical, and operational questions and providing reasonably requested documents, guidelines, and procedures in a timely manner. Further, if access to a Carrier’s governing rule publication is not available, Customer will be responsible for attaining a reasonable alternative source for that charge information.
5.6 Fees and Overages. Unless the Order Form specifically provides for a fee increase restriction specifically for GPM Managed Services, fees for GPM Managed Services shall be subject to an annual 4% increase on each anniversary of the Billing Commencement Date. Further, fees for the GPM Managed Services are provided subject to the limits on Carriers and monthly service contracts, as set out in the Order Form or its attachments, appendixes, or exhibits. If additional carriers or a greater volume of monthly service contract processing is required, the overages as set out in Schedule 2 to the Order Form shall apply. - 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
8.1 “Arbitrary Rate” means the price to move cargo from a non-port of call to a port of call.
8.2 “Business Hours” means those hours between 0900 to 1700 of the assigned Descartes location where GPM Managed Services are being provided, Monday through Friday, but excluding statutory or civic holidays.
8.3 “Buy Contract” or “Buy Service Contract” means a formal ocean transportation service agreement between an NVOCC and a VOCC.
8.4 "Carrier” means a common carrier involved the shipment of goods belonging to other parties from one location to another, customarily for a fee.
8.5 “CoDE” stands for Collaborative Data Exchange which is intended to provide an integration layer enabling the loading of Carrier supplied rate information electronically into the GLN Services.
8.6 “CoDE Amendment” means an electronic submission of rate information for the purpose of uploading into the GLN Services.
8.7 “CoDE Mapping Support” means the monitoring of the CoDE feature in the GLN Services to identify and address non-transferrable data objects.
8.8 “Commodity Descriptions” means a comprehensive list of goods that may be transported under an assigned rate.
8.9 “Contract Amendment” means a Filing Request submitted by Customer to update an existing contract in the GLN Services.
8.10 “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.
8.11 "Filing Request” means any publishing filing request submitted by Customer to Descartes for processing in the GLN Services.
8.12 “FMC” means the Federal Maritime Commission.
8.13 “Governing Charge” refers to transportation surcharges, charges, and fee(s) that are applied to cover the costs associated with service(s), documentation, handling, equipment, fuel, etc.
8.14 “Governing Rules” are the stated terms and conditions set by a tariff owner which govern all aspects of the tariff publication to include but not limited to tariff rates and charges.
8.15 “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.
8.16 “Inland Rules” refers to the base rate covering the cost to move cargo intermodally.
8.17 “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.
8.18 “Non-Vessel-Operating Common Carrier (NVOCC)” means a common carrier that does not operate the vessels by which the ocean transportation is provided and is a shipper in its relationship with an ocean common carrier.
8.19 “Upload“ means the transfer of data into the GLN Services, subject to the limitations of currently integrated Carriers.
8.20 “User” means a single named Permitted User designated by Customer to Use the GLN Services. Named User access rights cannot be shared or used by more than one named Permitted User concurrently but may be reassigned from time to time to new named Permitted User replacing former named Permitted User who have ceased being employed by Customer or whose changed job status or function, or otherwise no longer require ongoing Use of the GLN Services.
8.21 “Vessel Operating Common Carrier (VOCC)“ means an ocean common carrier that owns/leases and operates their ocean vessel(s).
8.22 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”
[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 |
|---|---|---|
| N/A |
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 (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);
Transfers to sub-processors
| Name | Type of Personal Data | Processing Duration | Purpose | Location |
|---|---|---|---|---|
| n/a |