Terms & Conditions 

These general terms of sale (hereafter referred to as the “General Terms of Sale”) for the provision to the Client of the services described on the website www.acumen.me (hereafter referred to as the “Website”) or in the Purchase Order, as described below (hereafter referred to as the “Services”) apply to the company Acumen MI (hereafter referred to as “Acumen”), at the address 3905 Platinum Tower, Cluster I, JLT, Dubai, UAE. Their purpose is to define the terms and conditions under which the Services will be supplied to the Client and to describe the parties’ related rights and obligations. 

Where applicable, they may be supplemented by a purchase order (hereafter referred to as the “Purchase Order”) or special terms of use for certain Services, which will be considered supplementary to these General Terms of Sale and, in the event of contradiction, will take precedence over the latter. By signing a Purchase Order or accepting these General Terms of Sale during the registration process, you hereby confirm that you are authorized to commit the Client by means of such a procedure. 

The Services are intended exclusively for professionals, this being understood as referring to any natural or artificial persons performing a non-occasional paid activity in all branches of industry and business. 

1. The Services

The Services refer at all times to the latest up-to-date version of the Web services, the associated software and other related services supplied to the Client by Acumen pursuant to these General Terms of Sale and to the Purchase Order where applicable. The Services are proposed on a SaaS basis (Software as a Service), with the various characteristics and functions described on www.acumen.me (hereafter referred to as the “Solution”). The Services may also include supplementary services and modules, including third-party professional services, software and services, as agreed between the Client and Acumen. If third-party services are ordered via the Services, the Client may be obliged to accept these third parties’ general terms and conditions in order to access the services. The supplementary professional services are defined in the Purchase Order. Acumen is constantly working to develop and improve the Services. Acumen reserves the right to introduce new versions, updates and packages for the Services, including but not limited to modifications affecting the design, operating methods, technical specifications, systems and other functions, etc. of the Services at any time without notice. The Client will be informed in advance if Acumen considers the changes as being of vital importance to the Client. 

2. Accessing the Services, passwords, etc.

Acumen protects the Services and it is important that these may be used under fully secure conditions. The Client must ensure that the usernames and passwords of the users with access to the Solution are stored and used in a secure manner and may not be consulted or used by unauthorized third parties. The Client is responsible for any unauthorized use of the usernames and login information of the Client’s users to access the Services. If the Client suspects that an unauthorized person has become aware of a username and/or a password, the Client must immediately inform Acumen of this and also change this username and/or password. Acumen reserves the right to terminate the Client’s access to the Services at any time if Acumen considers that the Client is failing to comply with the General Terms of Sale or that there is a risk to the security of the Solution and the Services. 

3. Use of the Services

The Services may be used by the Clients as legally constituted entities and organizations, pursuant to these General Terms of Sale, to the Purchase Order where applicable, and to the administrative and security instructions sent to the Client by Acumen such as information via the Services, direct messages to the Client or via the Website. The Client will be responsible for the activities performed by its users, including its employees, consultants, managers, directors, agents or staff within the Services and will use the Services in accordance with all laws applicable to them. Any content uploaded, transferred, displayed publicly, processed or entered in the Services by the Client (hereafter referred to as the “Client Content”) will be considered the sole responsibility and liability of the latter. 

The Client must only use Services for internal business purposes and must not: (i) grant licenses or sublicenses, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise exploit the Services or make them available to a third-party; (ii) send spam or other unsolicited messages in violation of the applicable laws; (iii) knowingly send or store material containing computer viruses, worms, Trojan horses or any other malicious IT code, files, scripts, agents or malware, or enable a “bot” or other non-approved automated process to interact with the Services; (iv) interfere with or adversely affect the integrity or performance of the Services or the data they contain; (v) attempt to obtain unauthorized access to the Services or to the related systems or networks. The Client must not (i) modify, copy or create derivative works based on the Solution and/or the Services or (ii) disassemble, reverse engineer or decompile the Solution and/or the Services. The Client guarantees Acumen that it possesses all necessary rights and authorisations to circulate this Client Content. It undertakes that the said Client Content is legal, does not infringe public order, public policy, public decency or the rights of third parties, does not infringe any legal or regulatory provision and more generally is in no way likely to result in Acumen incurring any civil or criminal liability. 

4. Acumen Content

During the use of the Services, Acumen supplies the Client with content when its search results are displayed (hereafter referred to as the “Acumen Content”). 

This Acumen Content results from the aggregation of data by Acumen itself or from third parties. This Acumen Content may be subject to copyright or other legal protection provided for under the terms of the applicable regulations, preventing the use of the said Acumen Content outside the scope of the Services supplied by Acumen. 

Consequently, the Client acknowledges and accepts that the Acumen Content may only be used within the scope of the Services supplied by Acumen . Any use by the Client outside the scope of the Services of Acumen Content supplied as part of the Services is prohibited. 

Any use by the Client of the Acumen Content for purposes other than those covered by the Services will be conducted at its own risk, with Acumen granting no guarantees and accepting no liability for such use. 

5. Client Content

It is extremely important that the rights of third parties are respected when using the Services. Any Client Content uploaded, transferred, circulated, published, processed or entered in the Solution or within the scope of the Services by the Client will be considered the latter’s sole and exclusive liability. This also applies, in all aspects, to the Acumen Content produced by Acumen as part of the agreed Services supplied to the Client. The Client will be responsible and liable for monitoring its Client Content and will be considered liable vis-à-vis Acumen for ensuring that the Client Content it publishes does not in any way affect third parties and does not violate these General Terms of Sale or the applicable law in any manner and that the Client Content is appropriate. The Client must therefore analyze and critically assess its obligations before publishing Client Content via the Services. Among other things, this means that the Client must ensure that via the Client Content it: 

• does not infringe the Terms of Use of Twitter, Facebook,Instagram, Linkedin and any other third-party service which Client accesses when using the Services; ● does not commit any criminal acts; 
• does not defame, libel, persecute, slander, discriminate against (on the grounds of race, colour, nationality or ethnic origin, religious convictions or sexual orientation, disability or illness for example), threaten or otherwise harm any other person or their rights, by any means;
• does not distribute inappropriate, vulgar, offensive, dishonest, unsuitable, racist, pornographic or sexist material via the Client Content;
• does not send out or allow to be sent out any unsolicited advertising such as spam, or use the Services in any other manner to transfer or publish Client Content which chiefly comprises concrete business offers and proposals, for example advertising, click offers, price lists or similar content;
• does not copy, sell, circulate, publish or use the Acumen Content or any other content or material belonging to Acumen or other clients or users (if you have not obtained express consent to do so);
• does not claim to be someone else or to give a false description of the Client’s connection with another person or organization in any manner;
• does not make available material which the Client is not authorized to publish in accordance with the law, an agreement or any loyalty-related obligation (such as business secrets, insider information or confidential information);
• does not contravene any applicable data protection legislation; and
• does not infringe any patent, trademark, trade secret, copyright, neighboring rights, protection of designs (whether registered or otherwise), or any other intellectual property right, and does not allow third parties to infringe them.

 

The Client must also ensure that it possesses the appropriate rights to publish the Client Content via the Services. By publishing the Client Content, the Client guarantees that it possesses these rights. The Client must: 

• have received all required consent from the third parties concerned, or have ensured that another legal basis exists for the processing, in order that the processing, including the publication of the Client Content via the Services, does not infringe the rights of any person or organization;
• ensure that there is a sound legal basis for the publication of images of any persons visible in the uploaded images or films, insofar as this is required by law;

The Client holds Acumen harmless against any legal action resulting from any Client Content posted in violation of these General Terms of Sale. 

At its sole discretion, Acumen may delete all or part of the published Client Content without notice at any time, if Acumen considers that it violates these General Terms of Sale. Acumen must inform the Client of the said deletion and the reason for this. 

6. Use of the Client Content by Acumen

In order for Acumen to be able to supply the Client with the Services, the Client grants Acumen a non-exclusive, free, global and otherwise unlimited right to process, use, publish and copy the Client Content and to make it available, whether directly or indirectly, for the purpose of providing the Services to the Client. 

7. The processing of personal data

7.1. General dispositions 

Each Party processes personal data of the contact person of the other Party involved in the execution of the Contract, as data controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the Parties and for the duration of the General Terms of Sale. This processing is carried out for the execution of the General Terms of Sale and only identification data (e.g., full name, email address, telephone number) are processed by the Parties. 

Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between Parties. The staff of each Party data controller of the processing, its control services (notably auditor) and its processors can have access to personal data. 

The processing may result in the exercise by each Party’s contact person of their rights under the Applicable Regulation. 

7.2. Processing of personal data by Acumen as a data processor 

7.2.3 Description of the processing carried out by Acumen 

As part of the Services, Acumen processes personal data in the name and on behalf of the Client as a data processor, while the Client acts as a data controller within the meaning of the Applicable Regulation. 

The characteristics of the processing are as follows: 

 

 

Data Protection Officer	Dubai  [email protected]
Purpose(s) of the processing	Performance of the Services
Nature of the processing	Collection, recording, organization, structuring, storage, adaptation or modification, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction
Categories of personal data	Any category of Personal Data embedded within displayed content
Categories of data subjects	Any natural person having Personal Data embedded within displayed content
Duration of the processing	Duration of the General Terms of Sale

 

 

7.2.4 Provider’s obligations with respect to the Client 

• Data processing: 

Acumen undertakes to process the personal data only for the purposes listed above and in accordance with the Client’s documented instructions, including with regard to transfers of data outside the European Union. Where Acumen considers that an instruction infringes the Applicable Regulation, he shall immediately inform the Client thereof. Moreover, if Acumen shall process personal data and transfer them to a third country or an international organization, according to the applicable legislation of the General Terms of Sale, he shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. 

• Security and data confidentiality: 

Acumen undertakes to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. Acumen ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

• Sub-processors: 

Acumen is authorized to use processors (hereinafter “the Sub-Processor”) to carry out specific processing activities. 

The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with the Client’s instructions. Acumen shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable Regulation. If the Sub-Processor fails to fulfill its data protection obligations, Acumen remains fully liable to the Client for the Sub-Processor’s performance of its obligations.

For inquiries related to Acumen’s sub-processors, please contact acumen.me 

• Transfer of personal data outside the European Union: 

Acumen is authorized to transfer personal data processed as part of this General Terms of Sale to countries located outside the European Union, if appropriate safeguards have been implemented as defined under Chapter V of GDPR. 

• Assistance and provision of information: 

Acumen undertakes to assist the Client and to respond without undue delay to any request for information sent by the Client, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment, or a request made by a supervisory authority or the Client’s data protection officer. 

• Notification of personal data breach: 

Acumen shall notify the Client of any personal data breach without undue delay after becoming aware of it and to provide the Client with all relevant information and documentation relating to such personal data breach. 

• Fate of the data: 

Acumen undertakes at its election to delete personal data at the termination of these General Terms of Sale and not to keep a copy unless Union or Member State law requires storage of the personal data. 

• Documentation: 

Acumen shall make available to the Client, at the Client’s request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. The Client may carry out audits once a year, at its own expense, to verify Acumen’s compliance with the obligations set forth in this article. The Client will inform Acumen of the audit at least two (2) weeks before. Acumen may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during work hours and with the least possible disturbance for Acumen’s activity. The audit shall not threaten (i) technical and organizational security measures implemented by Acumen, (ii) security and confidentiality of data of Acumen’s other customers, (iii) the proper functioning and organization of Acumen. When possible, Parties will agree beforehand on the scope of the audit. The audit report will be sent to Acumen to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered confidential information. 

7.2.5 Client’s obligations with respect to Acumen 

The Client undertakes to: 

1. provide Acumen with the personal data mentioned above, except any improper, disproportionate or unnecessary personal data, and except any “particular” personal data within the meaning of the Applicable Regulation, except if the processing activities justify it. In this case, the Client will have to document these justifications and to take all measures, notably of prior information, to collect appropriate consent and appropriate security measures, appropriate for such particular data; 

1. collect under its liability, lawfully, fairly and in a transparent manner the personal data provided to Acumen, for the performance of its services, and in particular, to ensure the lawfulness of processing and the information due to data subjects; 

1. maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable Regulation; 

1. ensure, before and throughout the processing, compliance with the obligations set out in the Applicable legislation. 

 

8. Access and security

At its sole discretion, Acumen agrees to adopt reasonable measures to ensure that the Services are available on the Internet 24 hours a day, 7 days a week. Acumen is entitled to take measures affecting the above-mentioned access when Acumen considers this necessary for technical, maintenance, operational or security reasons. The Client acknowledges and accepts that maintenance, updates, bugs and other causes or circumstances, whether planned or unplanned, may result in interruptions to or breakdowns affecting the Services. The Client may visit acumen.me to obtain information concerning the current operational status of the services. The Client understands and acknowledges that its access to the Internet cannot be guaranteed and that Acumen may under no circumstances be considered liable for any issues with the Client’s Internet-related connections or equipment. Acumen must adopt reasonable measures to ensure that the security of the Services complies with the standards applicable in the sector. Acumen’s security measures are described in the Security Policy and apply at all times. This Security Policy may be viewed here. 

Due to the complexity of the Internet, the unequal performance of different sub-networks, peak use by users of the Solution at certain times and various bottlenecks over which Acumen has no control, Acumen’s liability will be limited to the operation of its servers, the external limits of which are constituted by their connection points. Acumen may not be considered liable for (i) access speeds when accessing its servers, (ii) external slowdowns affecting its servers (iii) poor transmission due to the failure of or problems with these networks. Acumen may not be considered liable in the event of intrusions with malicious intent in the storage area reserved for the Client unless it has been demonstrated that the security measures it has introduced were seriously insufficient. Furthermore, Acumen may not be considered liable for any lack of vigilance on the part of the Client’s users in maintaining the confidential nature of their usernames and passwords 

9. Assistance services

Acumen will provide the Client with assistance services if it has any questions concerning the use of the Services. The contact details and opening times of the assistance service can be found on the Acumen  Website. 

10. Contractual term and termination

The Services are provided in the form of a subscription (hereafter referred to as the “Subscription”). 

The Subscription begins on the date on which the Client supplies its bank details, for a period of 1 (one) month or 1 (one) year according to the subscription period selected by the Client, from date to date, (hereafter referred to as the “Subscription Period”).

If the Subscription is made in the form of a Purchase Order, the Subscription is taken out for the period mentioned in the said Purchase Order. If the Client enters its bank details before the expiry of the free trial period, the Subscription will begin on the date these details are supplied. The Subscription is then automatically renewed for successive periods of a duration identical to the Subscription Period, from date to date, unless canceled by Acumen or by the Client at least 1 (one) week in the case of a monthly Subscription or 90 (ninety) days in the case of an annual Subscription before the expiry of the period concerned. The Subscription must be canceled: 

– By the Client: by clicking the button provided for this purpose in its Customer Account or by email, 

– By ACUMEN: by email. 

The cancellation of the Subscription will take effect at the end of the last day of the Subscription. 

Once the paid Subscription Period or the free trial period have ended, the Services will be automatically downgraded to those of the “free” Subscription offer. In the case of a free Subscription Period, the Subscription may be terminated by either party subject to the issuing of written notice, or, where applicable, by means of a dedicated button provided for this purpose. 

Acumen may always terminate the Subscription with immediate effect earlier than above-mentioned dates if the Client: 

• fails to abide by any of the provisions of these General Terms of Sale, or more generally if the client contravenes any laws or regulations and if it takes no steps to rectify such failings within 30 (thirty) days following the receipt of a written request to this effect from Acumen, or
• goes bankrupt, enters into a settlement agreement, suspends its payments, is the subject of corporate restructuring measures or risks finding itself in a situation of insolvency in any other circumstances.

11. Guarantee limitations and claims

Acumen guarantees the Client that the Services will operate in a substantial and material manner in compliance with what is presented on the Acumen Website, under normal conditions and circumstances of use, for the intended purposes and for the sole use of the Acumen Content as part of the Services. This guarantee does not apply to the trial period for Subscriptions or to the free Subscription. With the exception of the above-mentioned guarantees and in as far as allowed by law, Acumen rejects any other guarantee or warranty concerning the Services, whether express or implicit, including but not limited to their adaptation to a particular use, the accuracy or reliability of the results obtained from using the Services, that the Services meet specific requirements, that the Services will not be interrupted, or that they are fully protected or free of computer errors. 

12. Liability limitations, etc.

With the exception of any legal liability which Acumen is legally prevented from declining (such as compulsory product-related liability, liability for bodily injury or death, etc.), Acumen may not be considered liable for any loss of income, profits or savings, contracts, production, clients, data or other information, and for complaints or claims from third parties, indirect losses and any other consequential losses. Furthermore, Acumen’s overall liability within one calendar year may not exceed the amount which the Client has paid Acumen during the said calendar year. 

Acumen is not responsible or liable for ensuring the permanent and uninterrupted availability of the Services or for any other losses or circumstances arising following one of the situations mentioned in Section 8, including a lack of access and security, interruptions, risks and faults. It should be remembered that Acumen is a simple supplier of data aggregation technology. Acumen performs no verification of the data issued to the Client via its technology. Consequently, regarding the Acumen Content, the third-party services or material, Acumen does not guarantee that any Acumen Content or any material or service supplied by third parties is totally correct, reliable, complete or accessible, and Acumen is not liable for any losses or damage arising from problems with this Acumen Content, material or service. The parties are reminded that the Client is only authorized to use the Acumen Content for consultation purposes as part of the Services and that any other use of the Acumen Content is at the Client’s risk, with no guarantees from Acumen. 

The Client will defend and compensate Acumen for any complaints, claims or proceedings initiated against Acumen by a third party arising from the use (or related to the use) of the Services by the Client, including complaints and claims related to the Client Content published by the Client as part of the Services. 

13. Prices and payment

In return for the provision of the Solution and the Services, the Client will pay the price stated on the Website according to the offer selected at the time it subscribed to the Services or stated in the Purchase Order.  

The Client agrees to settle invoices in the currency stated on the invoice, with payment being made to the account stipulated on the invoice.   

In the case of the early termination of this agreement due to non-observance by the Client, the Client is entitled to no reimbursement of any sums paid in advance. 

14. Force majeure

Neither party may be considered liable for any failings or delays in the performance of their commitments under the terms of these General Terms of Sale if these failings or delays result from a case of force majeure as defined in article 1218 of the French Civil Code. The Parties hereby agree that the term ‘force majeure’ refers to all events normally recognised as such by law and by the courts, including but not limited to interruptions to or problems with the Internet or networks, telecommunications, power supplies or any other infrastructure, general labour disputes, wars, fires, lightning, epidemics/pandemics, terrorist attacks, DDoS attacks or similar attacks aimed at interrupting the normal movement of data, changes in regulations by the authorities or errors and delays with the services provided by subcontractors due to these circumstances. 

15. Intellectual property rights

All intellectual property rights concerning Acumen, the Acumen Solution, the Acumen Services, the Website and all other related services, such as patents, design patents, design rights, copyrights, neighboring rights, moral rights, business secrets and know-how, rights concerning databases, trademarks, company names, rights relating to business legislation and any other intellectual property right, in all cases, whether registered or registrable, and all applications for registration of any of the above-mentioned rights in addition to the right to apply for registration and all rights and forms of protection of the same nature or having similar effects worldwide are and will remain the property of Acumen or its license providers. Under no circumstances does the use of Services represent a transfer or assignment of these intellectual property rights to the Client. 

The Client expressly acknowledges and accepts that any use of the Acumen Content outside of the Services may result in an infringement of intellectual property rights, for which the Client will be considered solely liable. Any Client Content published by the Client via the Services remains the exclusive property of the Client or its respective legal owner. All rights concerning the Acumen Content produced by Acumen in the Client’s name as part of the professional services supplied will also be considered the property of the Client. 

16. Privacy & confidentiality

Both parties agree to treat information which may be considered as the other party’s professional or business secrets (whether in verbal, written or electronic form or in any other form) as private and confidential, unless the party supplying the said information expressly gives its written consent to the contrary. This means that neither party may divulge this information to a third party or use this information for purposes other than the performance or implementation of these General Terms of Sale. Both parties must also ensure that this commitment is observed and respected by all employees, staff, agents or other persons to whom such information is revealed. This privacy and confidentiality obligation will continue to apply for 2 (two) years after the termination of these General Terms of Sale. However, the privacy and confidentiality obligations will not apply to information which is widely known or for which a party can demonstrate that it became aware of the information via any means other than these General Terms of Sale. The privacy and confidentiality obligations will also not apply when a party is required to supply the information in compliance with a law, a regulation or a decision by the authorities. 

17. Messages

The Client may contact Acumen by post at Acumen MI, 3905 Platinum Tower, Cluster I, JLT, Dubai, UAE or by e-mail at [email protected] 

When Acumen needs to contact the Client, Acumen will use the postal address or e-mail address which the client supplied at the time it subscribed to the Services or contained in the Purchase Order. The Client is responsible for ensuring that this contact information is kept up to date. 

Acumen may also send marketing communications to the Client concerning Acumen’s products, services and events. 

18. Modifications to the General Terms of Sale

Acumen may modify the General Terms of Sale. The Client will be informed of these changes by email or via information provided within the Services or on the Acumen Website: 

• 2 (two) weeks before they take effect if the subscription is monthly, 
• 2 (two) months before they take effect if the subscription is annual

   

If the Client does not accept these modifications, it must terminate its contract under the conditions of article 10 “Contractual term and termination”. 

19. Business references

Unless expressly stated in the Purchase Order or notified to Acumen by any appropriate written method, the Client authorizes Acumen to use its name, brand, logo and website details as business references on any media and in any form. 

20. The transfer of services

These General Terms of Sale are valid between the parties and cannot be transferred or disposed of without written authorisation. However, Acumen may wholly or partially transfer the provision of the Services to another company belonging to the same group as Acumen. All rights and obligations existing between the Client and Acumen will then apply between the Client and the company assuming the provision of the Services.