Descartes Systems licensing covers the terms under which The Descartes Systems Group Inc. and its Affiliates sell logistics and supply chain technology. Descartes describes the Descartes Global Logistics Network (GLN) as a network that manages the real-time flow of commercial, logistics, customs and product information, spans more than 160 countries and connects hundreds of thousands of organisations.[1] Its solution families include business-to-business connectivity and EDI messaging, customs and regulatory compliance, broker and forwarder enterprise systems, global trade intelligence, routing, mobile and telematics, transportation management and e-commerce shipping.[2] The commercial terms are unusual because Descartes publishes a family of version-coded legal documents and then lets each Order Form choose which versions apply.
Why version codes matter
The Master Terms (version DSG26.0, published 2026-03-03) state that they apply only to Order Forms that incorporate them by reference, “including with the specific version code”, and that they sit in addition to the Order Form’s own terms.[3] The same pattern governs the product terms. The Software Terms (SDSG21.0), GLN Service Terms (GDSG21.1) and Data Services and Content Terms (CDSG21.1) each apply only to items labelled Software, GLN Services, or Data Services or Data Content on an Order Form that cites the version.[4][5][6] The Hardware Terms (HDSG21.0) work the same way.[7] A licence manager therefore needs the Order Form’s version codes, not only the current web pages, to know which text governs. An older agreement may point to the legacy Master Terms (“Last updated October 2014”), which contain terms that the current version omits, including an audit right.[8]
Delivery models
Descartes licenses and delivers its offerings in four main ways.
| Model | Terms | Key features |
|---|---|---|
| Descartes Software | Software Terms plus Support Policy | Perpetual or term licence at Descartes’ discretion; non-mobile applications installed at Designated Sites; maintenance fees on perpetual licences[4][9] |
| GLN Services | GLN Service Terms plus Delivery Policy | Browser or connection access to hosted services; no licence to underlying software; usage measured to calculate fees[5][10] |
| Data Services and Content | Data Services and Content Terms | Internal use only; over-use trued up at the current price list[6] |
| Online orders | Online Terms for SaaS, DOCA, GroundCloud agreement | Click-through orders with automatic renewal and fixed overage formulas[11][12][13] |
The Master Terms add generic obligations across all of these: Permitted Users, access controls, connectors and third-party technology, fees, overage, term, ownership, warranties, liability and confidentiality.[3]
What is licensed
Under the Master Terms, “Permitted Use” means use for internal business in accordance with any written Scope of Use and Documentation. It does not include redistribution, remarketing, loaning, renting, sublicensing or making products available to third parties unless the Order Form says so, and Descartes may modify the Permitted Use on reasonable written notice where necessary to prevent abuse, fraud or misuse.[3] Permitted Users are individuals or classes identified by the customer as its employees or consultants, or if the Order Form permits, employees or consultants of Affiliates or other entities.[3] User Accounts may not be shared, and the customer is liable for the acts of its Administrative Users, who may set up accounts only for Permitted Users.[3]
The Software Terms add that a licence covers only the Software described in the Order Form and not an associated Module unless the Module is listed.[4] A single licence to a Non-Mobile Application allows a single installation on Customer Equipment unless the Order Form permits more.[4] Catalog metrics record these as Designated Site, Single installation (Non-Mobile Application licence) and Module.
Compliance remedies
Descartes’ terms contain explicit true-up and verification clauses. If a customer uses the Software beyond the Permitted Use, it must pay on demand the amounts needed to bring use into compliance, determined by reference to Descartes’ published commercial price list for the Software, and the remedy is in addition to others.[4] Data Content has the same remedy by reference to the current price list.[6] Unless the licence is perpetual, the Software may connect to Descartes servers to verify the validity and currency of the licence, and functionality may be reduced if the connection is blocked.[4] The legacy Master Terms add a right to inspect the customer’s books, records, computer systems and Hardware on reasonable advance written notice during normal business hours.[8] The current Master Terms do not contain that audit clause, but they do require the customer to reimburse Descartes’ costs of responding to audits, subpoenas and regulatory requests relating to the customer.[3]
Fees, overage and renewal
Fees are in US dollars unless the Order Form says otherwise, and Descartes may charge 1.5 percent of an unpaid amount for each 30-day period; invoice adjustments must be notified within 90 days or Descartes need not investigate.[3] Where an Order Form provides only a fixed quantity of transactions, uses or events and is silent on usage beyond it, Extra Usage is invoiced in arrears as an overage fee.[3] The Online Terms specify the formula: Extra Usage multiplied by the Extended Amount divided by the Quantity, multiplied by 1.25.[11] Fee rates shown for Optional Services bind Descartes only during the Initial Term.[3]
Renewals differ by channel. Online SaaS subscriptions renew for terms equal to the initial Term, or 12 months if the initial Term is longer, unless the customer gives notice at least 90 days before the end of the Term.[11] Orders under the DOCA renew for one-year terms with 90 days notice, and GroundCloud Services renew monthly with 30 days notice.[12][13] Perpetual software maintenance renews for 12-month periods unless cancelled 30 days before.[9]
Data and intellectual property
Descartes and its licensors own the products and anything produced in providing them, and the customer assigns any interest, including work made for hire.[3] Descartes claims no ownership of Customer Data, but retains rights to Application Data and the customer may not cache, scrape, extract or resell it.[3] The GLN Service Terms give Descartes a limited-term licence to host, copy, transmit, modify, encrypt and display Customer Data only to the extent reasonably necessary to provide the Services.[5] Pricing is Confidential Information.[3]
Term, law and disputes
Descartes may end a product on 120 days notice if it discontinues the product for all customers, and may terminate on 10 days notice if sanctions make supply unlawful.[3] The agreement is governed by Ontario law with exclusive jurisdiction of Ontario courts after a negotiation step.[3] Each party’s liability is limited to actual direct damages up to the fees paid in the 12 months before the claim, subject to exceptions.[3] A court decision from 2001 shows how a software licence and a services agreement with Descartes were treated where only the licence carried an arbitration clause; it is summarised in the case article.[14]
Practical checklist for licence managers
- Collect every Order Form and note the version codes of the Master Terms and product terms; fetch the archived versions where possible.
- Record Designated Sites, installation counts, Modules and Permitted Use limits for Software, and Quantity for services.
- For perpetual licences, confirm the maintenance enrolment is continuous, since reinstating a lapsed Software Maintenance Program costs the lapse fees plus 35 percent.[9]
- Diary renewal notices: 90 days for online SaaS and DOCA, 30 days for GroundCloud and maintenance.
- Treat usage reports and GLN Usage Data as the basis on which GLN fees are calculated.[10]
- Check older agreements for the 2014 audit clause.
Out of scope
Descartes does not publish list prices for its main products, so this overview gives none. It does not cover the Data Processing Agreement in detail, third-party products sold through Descartes, or acquired-business terms hosted outside descartes.com.[15]