Product Schedule – Global Security Filings

Version: PGSFDSG23.1

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 Security Filings” or “GSF” 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 certain 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 Services are provided to Customer, subject to the terms of the Agreement, for Use by Customer and its Permitted Users in connection with the submission of Customer’s Filings to the designated security filling program that Customer subscribed to hereunder.
   
   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. 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.
   
   
3. PERMITTED USERS
   
   3.1 Permitted Users of GLN Services. Customer will be solely responsible for selecting the Permitted Users, setting up and administering its Permitted Users, as well as ensuring any changes to those Permitted Users are done in a timely manner.
   
   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 representatives of the Customer.
   
   
4. REGULATORY COMPLIANCE
   
   4.1 Regulatory Authority Requirements Compliance. Subject to subsection 5.2 below, Descartes will use commercially reasonable efforts as part of support services to: (A) update the GLN Services subscribed to by the Customer to allow such GLN Services to materially comply with the Regulatory Authority Requirements within a reasonable period of time after the date such new Regulatory Authority Requirements have been officially published; or (B) at Descartes’ sole discretion, create a workaround to enable the GLN Services to meet the Regulatory Authority Requirements.
   
   4.2 Limitations on Regulatory Compliance. Each party acknowledges and agrees that unless expressly agreed by the parties pursuant to a separate written agreement or statement of work, the obligations contained in subsection 5.1 above are Descartes’ sole obligations regarding Regulatory Authority Requirements. For greater clarity, such obligations shall expressly exclude the following, notwithstanding anything to the contrary in this Agreement:
   
   

(i) changes required to interfaces that may be required to enable Customer’s systems to communicate with the GLN Services;

(ii) changes required to the GLN Services resulting from a Regulatory Authority converting or migrating to a new system or program, including introduction of new filling program / flows;

(iii) changes on any Customer specific configuration of GLN Services, including Customer specific mapping;

(iv) additional business validations related to any applicable Regulatory Authority filling program. 

4.3 Non-compliance. If Descartes fails to comply with its obligations pursuant to section 5.1 above, Customer will notify Descartes in writing with details of the alleged non-compliance (“Notice”) and provide Descartes with the opportunity to investigate, verify and remedy any non-compliance within fifteen (15) days of receiving the Notice (“Cure Period”). If Descartes cannot remedy the verified non-compliance within the Cure Period, Customer, as its sole remedy for such failure, shall have the right to terminate the Agreement by providing Descartes with a written termination notice within thirty (30) days from the expiration of the Cure Period and receive a refund of any prepaid unused fees already paid to Descartes.

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 or any Master Terms, the terms of the Delivery Policy shall be subordinate to those other terms.

DEFINITIONS

6.1 “Customer Equipment” means Customer’s computer, workstation, server, mobile device, or other similar such system which is owned or managed by Customer and which Descartes products or services are intended to be installed on, operated from, or access through.

6.2 “Filing” means, for billing purposes, a transaction as defined in the line item of the table in Section 1 of the Order Form which lists the GLN Services subscribed to by Customer. If the transaction is not defined in the table, a Filing shall then mean a transaction with a unique identifier that relates to a cargo shipment carried or managed by Customer and is subject of a filling to the designated security filing program.

6.3 “Mobile Application” or “Mobile Applications” means a standalone software component of the GLN Services licensed to Customer, developed by Descartes and designed to be installed on a phone, tablet, or other portable device running an Android, iOS, or Windows Mobile operating system.

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 “Regulatory Authority” means a country or a political and/or economic union specific government agency, customs authority or other official entity sanctioned by such country or union in connection with security filling regulatory program that receive Filings or other material generated by the GLN Services subscribed to by Customer pursuant to the Agreement.

6.6 “Regulatory Authority Requirement” or “Regulatory Authority Requirements” means (A) technical requirements of the Regulatory Authority’s security filing system set out in the applicable Regulatory Authority’s program implementation guides and technical and functional specifications. For example, change in fields (new fields, deleted fields, changes in field length) and code lists to the extent they are mandated by the technical and functional specifications issued by the applicable Regulatory Authority; and (B) revisions to the applicable Regulatory Authority’s program implementation guides and technical and functional specifications, issued by such Regulatory Authority.

6.7 Additionally, the following terms are defined in the Master Terms:

(a) “Agreement”
(b) “Customer Data”
(c) “Descartes GLN”
(d) “Effective Date”
(e) “GLN Services”
(f) “Order Form”
(g) “Permitted Use”
(h) “Permitted User”
(i) “Scope of Use”
(j) “Support Services”
(k) “Term”
(l) “Use”

[End of Product Schedule, Annex “A” to immediately follow.]

Personal Data Supplement

For the purposes of any Model Clauses, as may be required under the Descartes Data Processing Terms, the following information supplements 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 (contact information and login information only).
  
• Individuals, as specified by the government entity receiving the filings, who are involved in the export or import of the goods subject to the filings.

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);
  
• Basic descriptions or classifications of goods being exported or imported, including value of those goods; and.
  
• Where required by government entities receiving the filings, any additional identifiers as specified by those government entities.

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
Cargo Community Network Pte Ltd	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings to Singapore authorities.	Singapore
Community Network Services	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings in Northern Ireland to UK authorities via XI ICS.	United Kingdom
Kale Logistics Solutions	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings to Indian authorities.	India
NTT Data	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings to Japanese authorities via JP24 Ocean and JP Air.	Japan
Vectio (Laboris Ltd)	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings to Bulgarian authorities via BG ICS.	Poland/Bulgaria
Webb Fontaine	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings to Nigerian authorities.	Nigeria
ZZi d.o.o.	All categories listed under this Annex.	The longer of the duration of the commercial agreement or as required by the filing authorities.	Receive and submit security filings where Customer is making security filings to Slovenian authorities via SL ICS.	Slovenia