The Descartes Global Logistics Network (GLN) is described by Descartes as a network that manages the real-time flow of commercial, logistics, customs and product information, spanning more than 160 countries and connecting hundreds of thousands of organisations.[1] Its services include EDI messaging through Integrated EDI, Web EDI (Go-webEDI) and a Peppol provider service, all described as powered by the GLN.[2] Customs and regulatory products such as customs declarations, security filings, classification and denied party screening are also presented as part of the portfolio.[3] Contractually these are “GLN Services” or “Data Services”, and three documents govern them: the GLN Service Terms, the GLN Services Delivery Policy and the Data Services and Content Terms.
GLN Service Terms (version GDSG21.1)
The GLN Service Terms, published 2021-09-10, apply only to Order Forms that incorporate them with the specific version code, and only to products or services labelled “GLN Services” on the Order Form.[4] They sit in addition to the Master Terms and any other terms in the Agreement.[4]
Licence scope
The customer may Use the GLN Services solely for the Permitted Use, which is internal business use in accordance with the Scope of Use and Documentation and excludes redistribution, remarketing, loaning, renting, sublicensing or making the services available to any third party unless the Agreement says so.[4] The customer may not use any Module associated with the GLN Services unless that Module is specifically listed in the Order Form or a later ordering document.[4]
Importantly, “No license is given to any of the underlying software, hardware, or other systems used by Descartes to provide the GLN Services”. Access is only through the applications or means of connection that Descartes specifies, and the customer must follow the specifications for connectivity.[4] The customer therefore has no installation or deployment rights to track; the licence position is an entitlement to access and use.
Data licence and conduct
The customer grants Descartes and its Affiliates a worldwide, limited-term licence to host, copy, transmit, modify, encrypt and display Customer Data, but only to the extent reasonably necessary to provide the Services under the Agreement and for no other purpose.[4] Descartes provides the services for the Term at the service levels in the Agreement and may update the underlying applications as part of generally available releases. It may modify the services if there is no material loss of functionality compared with the effective date.[4]
The customer agrees not to knowingly upload viruses or malware, use the services for illegal purposes, interfere with or disrupt the services or other customers’ use, or post unlawful or objectionable material. If the customer determines it has violated those rules it must notify Descartes without undue delay, and where Descartes reasonably determines that a violation occurred it may suspend access of the customer or its Permitted Users temporarily or permanently until remedied.[4]
Permitted Users
The customer is solely responsible for selecting Permitted Users. Depending on the GLN Service, it either sets up the accounts itself or provides user details to Descartes, together with timely updates when its list changes. The customer is responsible for all Permitted Users, and the terms of the Agreement other than the payment obligation apply to them as well, with the customer liable for any Permitted User’s breach.[4] The Delivery Policy adds that Permitted Users access the services with application-level Passcodes with security profiles, that the customer’s Administrative Users determine authorisation levels, and that Passcodes are issued to Permitted Users only through the Administrative User, who must notify Descartes in writing or disable access when a user is no longer authorised.[5] The Master Terms add that the customer is responsible for all actions through Passcodes issued through its Administrative User, in the legacy text.[6]
GLN Services Delivery Policy
The Delivery Policy applies to any GLN Services agreement that incorporates it, may be changed at Descartes’ discretion, and states that changes will not lead to a material reduction in the performance, security or availability of the GLN Services during the term.[5]
Usage Data and fees
Descartes collects and stores Usage Data about use by the customer and its Permitted Users to support and track use, measure the direct and indirect costs of providing the services, capture and allocate usage and costs, and “calculate the GLN Service fees”. It may include aggregated and anonymised Usage Data in its overall data for statistical purposes and share it with other customers or potential customers.[5] This is the contractual basis for usage-based GLN billing, and the catalog records it as the metric Usage Data (GLN Services). Where an Order Form specifies a fixed Quantity and is silent on extra use, the Master Terms add an overage fee on the same billing cycle.[7]
Shared infrastructure
The services are delivered over shared infrastructure; Descartes need not dedicate servers or hardware to the customer unless the Agreement expressly includes a dedicated hosting environment, though it uses commercially reasonable efforts to keep customer data logically or physically segregated and protected.[5] Descartes disclaims responsibility for the contents or accuracy of electronic messages, filings and status documents transmitted through the services.[5]
Availability and maintenance
Descartes will use commercially reasonable efforts to provide 99.7 percent Availability, calculated monthly and excluding scheduled preventative maintenance, upgrades and emergency maintenance. Preventative maintenance that may cause unavailability will not exceed twelve occurrences in a rolling twelve-month period. A service is “Available” unless a Priority Level 1 issue causes a complete loss of access.[5] Unplanned downtime excludes events caused by the customer, third-party networks, denial of service attacks, force majeure, and the customer’s failure to respond to incidents.[5] Updates that may affect availability are made on Sundays between 07:00 and 11:00 EST, with commercially reasonable efforts to give 96 hours notice; data centre migrations other than for disaster recovery need at least 30 days notice.[5] Descartes may subcontract delivery but remains principally liable.[5]
Backup, security and exit
Backups are made for Descartes’ sole use and are generally stored for at least fourteen and no more than thirty-one days; Descartes does not restore backup data on the customer’s behalf unless the Agreement says so, although it may assist at its then current rates.[5] The policy describes data centre, network and system security controls, ISO 20000 and ISO 27000 frameworks and encryption by TLS, S/MIME or PGP.[5] Unless the customer has bought an archiving service, Descartes deletes the customer’s data in the GLN within thirty-one days after termination or expiry of the GLN Services.[5] A customer that needs data for audits or record-keeping must therefore export it before the end of the term or contract for archiving.
Support
The fees for GLN Services include Business Hours Support; additional fees apply for further support such as 24x7 support, which covers Priority Level 1 incidents only when contracted. Support is available from 8:00 AM to 6:00 PM, Monday to Friday, in the support region matching the customer’s office address, and Descartes aims to respond to incident reports within 30 minutes. Target resolution times are 12 hours for Priority Level 1, 48 hours for Priority Level 2, five days for Priority Level 3, and future release for Priority Level 4.[5] Support ends with the Agreement.[5]
Data Services and Content Terms (version CDSG21.1)
The Data Services and Content Terms, published 2021-09-10, apply to products labelled “Data Services” or “Data Content” on an Order Form that incorporates the version code.[8] They distinguish two things: Data Services are subscriptions to a service, and Data Content is files or products delivered under licence.
Internal use and onward sharing
The customer may Use Data Services and Data Content solely for the Permitted Use, and may not use a Module unless it is listed on the Order Form. Data Services and Data Content “are for Customer’s own internal business purposes” and may not be resold, transferred, repurposed or provided to third parties unless the Order explicitly permits it. Where third-party access is permitted, the customer must not suggest that it created the data or owns the intellectual property.[8] No licence is given to Descartes’ underlying software or systems.[8]
Subscription and content licence
For Data Services subscriptions, the customer grants Descartes a limited-term licence to host, copy, transmit, modify, encrypt and display its data as necessary to provide the service, and conduct restrictions mirror the GLN terms.[8] For Data Content, the customer is licensed to use it as it exists at the effective date and for new releases to which it becomes entitled. If it uses Data Content beyond the Permitted Use, it must pay on demand the amounts needed to comply, “as determined with reference to Descartes’ current price list for the Data Content”, in addition to other remedies.[8] Support Services for Data Services are described in the GLN Services Delivery Policy.[8]
Master Terms interactions
Several Master Terms clauses affect these services. Descartes retains rights to Application Data, restricted from scraping or resale.[7] Connector modules exchanging External Data with Data Providers are the customer’s responsibility as to rights and accuracy.[7] Descartes may terminate on 120 days notice if it discontinues a service for all customers, 60 days in the legacy text for GLN Services.[7][6]
Checklist
- Record every Permitted User population and who administers Passcodes.
- Ask for the Order Form basis of GLN fees, and review Usage Data reports against invoices within the 90-day dispute window.
- Confirm whether dedicated hosting, 24x7 support or archiving are in the Order Form.
- Export data before termination; deletion follows within 31 days.
- Keep Data Content use internal and within the licensed scope to avoid true-up charges.
Out of scope
The terms give no list prices, transaction tiers or user counts. The Data Processing Agreement and customs authority connection terms are separate.[9][4]