The Descartes Master Terms are the general contract conditions that Descartes attaches to Order Forms. Two generations are published. Version DSG26.0 was published on 2026-03-03 and applies only to Order Forms that incorporate it by reference with its version code.[1] The older “Master Terms (Customer Agreements)”, last updated October 2014, apply to agreements that reference those terms and contain separate Software licence terms, GLN Services terms and hardware terms in one document.[2] This article describes both and the differences that matter to licence managers.
Structure and precedence
DSG26.0 is a general-purpose layer. It covers access and User Accounts, connections and third-party technology, fees and payment, term and termination, ownership of intellectual property, warranties, limitation of liability, confidentiality, indemnification, notices, miscellaneous provisions and definitions.[1] Product terms for Software, GLN Services, Data Services and Hardware are separate documents that apply to items labelled accordingly on the Order Form.[3][4][5][6] In the legacy text, the Master Terms state that if they are inconsistent with the Agreement the Agreement prevails, and the Agreement is defined to include the Order Form.[2] The current Master Terms say they are in addition to any other terms provided under the Order Form.[1]
Access and users
The Master Terms assume that products may require authentication against a User Account. Where the product permits an Administrative User, that person may set up accounts only for Permitted Users, and the customer is solely liable for improper set-up, creating an account for the wrong person, or any access, modification, deletion or reset of an account by the Administrative User.[1] Permitted Users may not share, transfer or allow others to access their accounts unless the Agreement says otherwise, and the customer must not knowingly defeat or circumvent controls Descartes uses to enforce account limitations.[1]
A Permitted User is an individual or class identified by the customer as an employee or consultant of the customer, or if the Order Form permits, of Affiliates or other entities.[1] Using consultants is therefore allowed by default, while Affiliate users need the Order Form to say so. For governmental customers, only the departments or agencies listed on the Order Form may use the products; others need a separate licence and additional fees.[1]
Permitted Use
“Permitted Use” is use for internal business within the Scope of Use and Documentation. It excludes redistribution, remarketing, loaning, renting, sublicensing and making products available to third parties unless the Order Form expressly provides otherwise. The Permitted Use may be modified where necessary to prevent abuse, fraud or misuse, but only on reasonable written notice.[1] In the legacy text, Permitted Use is similarly internal business use, with the Scope of Use identified in the Agreement.[2] Descartes retains rights to Application Data, which is data generated by its products excluding the customer’s original data and certain third-party and report data, and the customer may not cache, scrape, extract, resell or repurpose it beyond what is reasonably connected with the product’s intended use.[1]
Connectors, data providers and third-party technology
Section 3 of DSG26.0 deals with exchanges of External Data with the customer’s vendors, suppliers, technology providers and partners (Data Providers). Modules intended only for such exchange may be identified on the Order Form as “Connector”. Descartes’ obligation is limited to providing the infrastructure, protocols or connections; the customer is solely responsible for having the licences and rights to supply External Data, for its accuracy, compatibility and security, and for coordination with the Data Provider. Descartes may treat a Data Provider as the customer’s agent.[1]
Third-Party Technology is identified on the Order Form as such, may be used only with the associated Descartes product, and may have a shorter term and shorter termination notice because the Technology Provider is independent. If the customer cannot comply with a Technology Provider Policy and no reasonable substitute exists, it may terminate the Third-Party Technology portions on 30 days written notice as its sole remedy.[1] Integrated Technology, sourced from undisclosed third parties but built into a product, remains Descartes’ responsibility, and Descartes may substitute it if functionality and security are not materially reduced.[1] Maps carry broad limitations that Descartes disclaims, for example road closures, weight and height limits, weather and travel time.[1]
Fees, overage and payment
The customer pays fees as set out in the Order Form, in US dollars unless stated otherwise. Descartes may assess a late payment fee of 1.5 percent of the unpaid amount for each 30-day period, stated to equal 19.56 percent per year, unless the fees were disputed correctly. The customer must review invoices and notify Descartes of adjustments in writing within 90 days of receipt, after which Descartes need not investigate absent wilful misconduct. Descartes may suspend services for undisputed unpaid fees on five days written notice.[1]
Where fees are shown for products the customer has not subscribed to, called Optional Services, those rates bind Descartes only during the Initial Term, and Descartes may offer a different rate in a Renewal Term or in another document.[1] The overage clause covers Order Forms that provide “only a fixed quantity of transactions, uses, or events” and are silent on use beyond it: the Extra Usage is invoiced in arrears as an overage fee on the same billing cycle.[1] The formula in the Online Terms for SaaS adds a 25 percent uplift on the average unit price, as covered in the online terms article. Customers also reimburse Descartes’ reasonable costs, including internal administrative costs and attorneys’ fees, of responding to any subpoena, court order, regulatory request or audit relating to the customer, its use, its Permitted Users or its data, unless prohibited by law.[1]
Term and termination
Either party may terminate for insolvency, or for a material breach (including non-payment) uncured 30 days after notice, and immediately for a material breach of confidentiality. Descartes may terminate immediately on material breach of the intellectual property clause, and on 120 days notice if it discontinues the product or service for all customers.[1] The legacy text has 60 days notice for discontinued GLN Services and additional immediate termination rights for breaches of the Software licence and hardware clauses, with an officer’s certificate of return or destruction due within 30 days of termination.[2] After termination all licences end and use must stop.[1] Under the sanctions clause, Descartes may terminate on ten days notice, or less if law requires, when it determines supply would breach trade laws because of the customer, an Affiliate or the country of registration.[1]
Ownership and data
Descartes and its licensors retain all rights in products, documentation, algorithms, data models and processes produced, used or derived in providing the products, and the customer assigns any interest it might have, including where services are work made for hire.[1] The customer receives only a licence and not a transfer of ownership, whatever words such as “sale” or “purchase” appear.[1] Descartes claims no title to Customer Data, and where the customer authorises Affiliates or others as Permitted Users it confirms that Descartes may share Customer Data with them and take their instructions on handling.[1] Descartes may use feedback freely.[1]
Warranty, liability and indemnities
Descartes warrants that products will perform substantially in accordance with a reasonable interpretation of the Documentation, and otherwise disclaims implied warranties. Products are stated not to be designed for use where failure may lead to injury or death, such as controlling self-driving vehicles or human mass transit.[1] Each party’s aggregate liability is limited to actual direct damages not exceeding fees paid to Descartes in the 12 months before the claim. Exceptions include gross negligence or wilful misconduct, the customer’s liability for non-payment, its infringement of Descartes’ intellectual property, and indemnities. Actions against Descartes must be brought within one year.[1] Descartes also disclaims responsibility for decisions that reasonable due diligence by the customer could have avoided, including delivery failures.[1]
Descartes defends the customer against third-party claims that its products infringe patents or trademarks in the European Union, United Kingdom, United States or Canada, or copyright or trade secrets, with exclusions for combinations, modifications, unauthorised use, infringement caused by the customer, and the customer’s failure to update or use the most recent version of the product.[1] The customer indemnifies Descartes against claims arising from use of the products by it or Permitted Users, misuse of User Accounts, other contracts that depend on the products and some professional services.[1] The version-currency exclusion matters for installed software: running an old release may remove indemnity protection.
Audit rights across versions
The legacy Master Terms contain a clause that requires the customer, on reasonable advance written notice and during normal business hours, to provide access and allow Descartes to inspect its books, records, computer systems and Hardware to confirm compliance.[2] A search of the DSG26.0 text finds no equivalent clause, but it keeps the over-use remedies in the product terms and the cost-reimbursement duty for audits and legal requests involving the customer.[1][3] Customers with older agreements should assume the 2014 audit clause applies if the Order Form cites it.
Governing law and miscellaneous terms
Disputes are first negotiated in good faith and then resolved under Ontario law in the exclusive jurisdiction of Ontario courts, except that either party may seek interim relief or sue for infringement of intellectual property in a competent court.[1] Neither party may assign without consent, which is not to be unreasonably withheld, except to an Affiliate where all rights and obligations transfer and notice is sent in advance.[1] Descartes may designate an Affiliate or third party as Billing Agent, may revoke that appointment on 30 days notice, and need not accept terms imposed by a customer’s accounts payable service.[1]
Out of scope
The Master Terms do not set prices, user counts or installation limits, which belong to the Order Form and the product terms. Online order flows have their own terms.[1]