Descartes sells some products through a web shop and click-through ordering rather than negotiated Order Forms. Several agreements govern these purchases and they differ from the Master Terms in renewal mechanics, overage pricing and notice rules. This article describes the Online Subscription Terms for SaaS Services, the Descartes Online Customer Agreement (DOCA), the GroundCloud Online Customer Agreement and the Plug-In EULA.
Online Subscription Terms for SaaS Services (ODSG26.1)
The Online Terms, “Last Updated: February 25, 2026”, govern the purchase and Use of Descartes SaaS Services made available for online sale and apply to any online order, checkout page or confirmation that references them.[1]
Agreement structure and precedence
The Agreement consists of the Online Order, the Online Terms, and the documentation and online policies they reference, including the Data Processing Agreement, the delivery or support policy for the service and Descartes’ privacy policies. Service-specific Product Schedules are incorporated by reference. For GLN Services, the GLN Services Delivery Policy applies.[1] If documents conflict, the order of precedence is the Online Order, the DPA, Product Schedules, the Online Terms, and any other binding document.[1] The customer accepts by clicking an “accept”, “agree”, “purchase” or “place order” button, completing an order, creating or administering an account, or using the services after the terms are presented.[1]
Descartes may update the Online Terms from time to time. Updates apply to new orders and to renewals after the published date, and take effect immediately where required by law or where Descartes reasonably determines that the update does not materially reduce rights or materially increase obligations for the current Term.[1] A subscription’s renewal therefore may bring new terms.
Use restrictions and users
The services are for business use, and a person who accepts on behalf of an entity warrants authority to bind it.[1] Users authenticate with User Accounts; Administrative Users create and manage accounts only for Permitted Users and the customer is solely responsible for them; credentials may not be shared; and the customer must not defeat or circumvent Descartes’ account limitation controls.[1] The customer must not use the services other than for internal business purposes or contrary to the Documentation, reverse engineer the services, interfere with security, upload malware or use them unlawfully, and Descartes may suspend access on a reasonable determination of a violation or a security risk.[1] Beta, pilot, preview or evaluation features are provided “as is”, can be modified or discontinued at any time and are excluded from service level, availability and support commitments unless stated otherwise.[1]
Fees and overage
Fees are in US dollars unless stated, with a late fee of 1.5 percent per 30 days (19.56 percent a year), five days written notice before suspension for undisputed unpaid fees, and a payment-processing authorisation that extends to renewals, overage, collection and default fees.[1] Overage is calculated where the Online Order provides “only a fixed quantity of transactions, uses, events, or other units” and is silent on use beyond it:
Overage Fee = Extra Usage x ((Extended Amount / Quantity) x 1.25)
“Extended Amount” is the base fees payable for the Quantity during the billing period. The effect is that each extra unit costs 125 percent of the average per-unit price in the order, invoiced in arrears on the same billing cycle, unless the Online Order specifies otherwise.[1] The catalog records the basis as Quantity (transactions, uses or events) and the rule as Online Terms price overage at the unit price plus 25 percent. Customers must also reimburse Descartes’ costs of responding to audits, subpoenas and similar requests concerning them.[1]
Term, renewal and law
The Term is as stated in the Online Order. Unless the Online Order says otherwise, subscriptions renew automatically for successive renewal terms equal to the initial Term, or for 12 months if the initial Term is longer, unless the customer gives non-renewal notice through the online cancellation method, or by written notice where the order permits, at least 90 days before the end of the current Term.[1] Either party may terminate for insolvency or uncured material breach. Notices of fee increases may be provided with an invoice and are effective on receipt.[1] Ontario law and Ontario courts govern unless the Online Order states otherwise.[1]
Descartes Online Customer Agreement (DOCA v20.0)
The DOCA, dated 2020-08-28, governs solutions bought through the Descartes Store, with the specific terms of each online order forming the Agreement.[2] Unless the Order says otherwise, after the Initial Term the Agreement renews for successive one-year Renewal Terms at Descartes’ then current fees unless either party gives notice at least 90 days before the Renewal Term. The customer authorises billing for fees due for the balance of the term if it cancels early, and DOCA says that a customer who does not cancel at least 30 days before a Renewal Term authorises billing for it.[2] Unless the Order provides unlimited use, overage fees apply to usage beyond the quantity listed, at the unit price in the Order for each unit above the included quantity.[2] Payment is by credit card or, where offered, direct debit.[2] The two renewal timings in the DOCA text, 90 days for non-renewal and 30 days for cancellation, are worth confirming with Descartes for any live order.
GroundCloud Online Customer Agreement (v24.1)
The GroundCloud agreement, published 2024-06-20, covers GroundCloud Services and VEDR Hardware ordered through the Descartes Store.[3]
Usage rights. Products with Solution Type “GroundCloud Services” are licensed on a term basis for the duration of the agreement; “VEDR Hardware” is provided for the term with title passing as stated in the agreement; items without a Solution Type are one-time Professional Services that require a valid subscription or licence to a Descartes Solution and an account in good standing.[3] The customer must create an account on the GroundCloud Platform and activate and link the hardware.[3] The agreement incorporates the Master Terms (version DSG23.0) and GroundCloud platform terms, with the order of precedence of the Order, the GroundCloud agreement, the Master Terms and the Additional Terms.[3]
Term and renewal. After the Initial Term the agreement renews for successive monthly Renewal Terms at Descartes’ then current fees, terminable by either party on at least 30 days written notice. If the customer cancels early, it authorises Descartes to bill the fees that would have become due for the balance of the term. Hardware-only orders last until paid in full and the end of the hardware warranty period and are otherwise non-cancellable.[3]
Fees. Subscription fees are invoiced in arrears at the frequency in the Order, or monthly where none is stated. Subscription Fees for GroundCloud Services “are the minimum Fees” payable during the term; additional fees apply if the customer uses VEDR Hardware with extra functionality; and where a VEDR Services-only subscription is used in combination with VEDR Hardware and GroundCloud CSP in a billing cycle, an overage fee of USD 20 per billing cycle per VEDR Hardware applies.[3] The catalog metric is VEDR Hardware unit.
Driver video and AI consent. By purchasing, activating or linking VEDR Hardware, the customer represents that drivers are of the age of majority and, for itself and its drivers, consents to Descartes capturing video recordings and grants Descartes, its Affiliates and authorised parties “a perpetual, irrevocable, royalty-free, worldwide” right to use, display, distribute, modify and publish the resulting works for training, product development, advertising and any other business purpose. It also consents to using the works to train and develop algorithms, machine learning and artificial intelligence related to the services. The customer must obtain driver consents and indemnify Descartes if it does not, while Descartes states it will not use personal or company names, will use technology to obscure faces where reasonably possible and does not intend to collect biometric scans such as retina, fingerprints, voiceprints or face geometry.[3] Customers with works councils or employee-privacy obligations should review this clause before deployment.
Hardware. VEDR Hardware is delivered EXW (Incoterms 2020) with risk passing on delivery and the customer paying shipping, which Descartes limits to Canada and the United States.[3]
Descartes Plug-In EULA (marketplace distribution)
The Plug-In EULA, last updated 2026-07-08, applies to Descartes-branded software components, extensions, connectors or integration modules downloaded from a third-party marketplace. They are “provided solely as an integration tool” and not a standalone product. Use is subject to the Commercial Agreement for the Descartes Solution, which prevails on conflict, and the EULA warns not to use the plug-in unless the user is a party to that agreement.[4] The licence is limited, non-exclusive, non-transferable, non-sublicensable and revocable, solely to integrate with the specific Descartes Solution, and the EULA ends automatically when the Commercial Agreement terminates. Ontario law governs.[4] The marketplace is not a party and bears no responsibility.[4]
Checklist
- List every online order and the agreement version applicable on the order date; Descartes may apply updated Online Terms at renewal.
- Diary 90-day non-renewal deadlines for SaaS and DOCA subscriptions and 30-day notices for GroundCloud.
- Model overage at 125 percent of the average unit price for SaaS Quantity-based orders.
- Count VEDR Hardware units that run in combination with GroundCloud CSP and VEDR Services.
- Review the driver-video release before rolling out GroundCloud hardware.
Out of scope
The online terms do not state prices, and the Descartes Store terms for the web shop account are separate documents. Third-party marketplace terms are not covered.[1][3]