Terms Of Use

Acumen Terms of Use – for Microsoft Dynamics 365 Business Central

Agreement

Acumen Consulting Limited (Acumen) has registered offices at 101 Station Road, Penrose, Auckland, NZ and provides the software, text, image files and any associated information related to Acumen Apps for Microsoft Dynamics 365 Business Central written by Acumen (Materials) to persons or entities (including any related or third parties controlled by such persons and entities) (you) who sign up for the Microsoft AppSource or any associated services and access or download the Materials provided by Acumen through the Microsoft services.

By accepting the terms of use set forth below (Terms of Use) you, personally or you on behalf of a company or any other legal entity, confirm that you have the express authority to bind that company or other legal entity. By accessing, using or downloading the Materials, you agree to these Terms of Use.

Access

Acumen grants you a limited, non-transferable, non-assignable, revocable right to access and non-exclusive licence to use the Materials for your internal purposes as defined on Acumen’s website at https://www.acumenconsulting.co.nz (Website) and in accordance with the pricing set out on the Website.

You and any related or third parties you may control must not modify, vary, merge, adapt, reverse engineer, decompile or disassemble the Materials in whole or in part, or create or allow to be created any derivative works from or sublicense any rights in the Materials.

You must use the Materials in accordance with these Terms of Use and you must:

• not remove any proprietary notice language in the Materials
• use the Materials only in accordance with these Terms of Use
• not copy, transfer, post or broadcast the Materials in any form of media
• not make any modifications to any of the Materials
• supervise and control use of the Materials and ensure that the Materials are used by your employees and representatives in accordance with the terms of these Terms of Use;
• not make any additional representations or warranties relating to the Materials
• use the Materials in any way prohibited by law, regulation or governmental order,
• not interfere with or disrupt the integrity or performance of the Materials or the data contained within such Materials, or attempt to gain unauthorized access to the Materials or related systems or networks
• not permit any other persons or other third parties to access the Materials.

You are responsible for maintaining the confidentiality of any ID and password used to access the Materials and for any activity in relation to your account or use of the Materials.

Your user license subscription can be bought via Acumen on the Website or via a registered partner of Acumen named on the Website.

Liability

Acumen does not accept any responsibility or liability for the results obtained from the use of the Materials or for any decision made or action taken in reliance on the Materials.

The Materials are provided on an “AS IS” and “AS AVAILABLE” basis.

Acumen reserves the right to change, remove, suspend, or disable any Materials without notice or liability.

Acumen makes no warranties with regards to the Materials, express, implied or statutory, and expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, good title, satisfactory quality and non-infringement.

Acumen does not warrant that:

• the Materials are error-free,
• you will be able to use the Materials without any problems or interruptions, or
• the Materials are not susceptible to intrusion, attack or computer virus infection.

In no event will Acumen be liable to you or anyone else with respect to its obligations under these Terms of Use or otherwise under any theory, including contract and tort, for any direct, indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to damages for loss of opportunity, interruption to business, loss of goodwill or business even if Acumen has been advised of the possibility of such damages.

Notwithstanding any other provision of these Terms of Use, to the extent permitted by applicable law, Acumen’s liability to you for any damages arising out of or related to these Terms of Use or the Materials will be limited to NZ$50.00.

Product Support

You can contact Acumen on support@acumenconsulting.co.nz to receive support in respect of the Materials. This is your point of contact and reference in respect of queries, complaints and technical support.

If you purchased the Materials through a registered partner, then that registered partner is your first point of contact and reference in respect of queries, complaints and technical support and will render as much assistance as practically possible.

Support hours and incident response time: Acumen’s support specialists operate between the office hours of 9:00 to 17:00 (NZST), Monday-Friday, excluding public holidays in Auckland, New Zealand. Acumen will use reasonable efforts to respond to support requests within 24 hours of their receipt.

Intellectual Property

 Acumen retains all rights, titles, interests including all intellectual property and proprietary rights in and to the Materials and any and all suggestions, recommendations, enhancement requests, or other feedback that you provide in connection with the Materials or your access and use thereof. The Materials are licensed, not sold. These Terms of Use only give you some rights to non-exclusive use of the Materials as specified herein. Acumen reserves all other rights.

Non-Disclosure

 You acknowledge that the Materials and all related documentation and specifications are all Acumen confidential information (Confidential Information).

You agree that you will not reproduce, sell, sub-licence, transfer, publish, disclose, display or otherwise make available to third parties the Confidential Information or any other proprietary information of Acumen. You will promptly notify Acumen if you become aware of any breach of confidentiality and security relating to the Materials.

Any third-party products or services or information related thereto provided by Acumen to you or accessed by you as part of the Materials and access thereto may be accompanied by their own terms of use or licensing terms, in which case such terms shall govern that particular third-party service or software.

Acumen will have no responsibility for and assumes no liability for the accuracy, reliability, selection, performance or use of these vendors, third parties, products or services.

Personal Data

Acumen has no responsibility for the accuracy, quality, integrity, legality or reliability of any data, information or other materials you submit to the system through your use or access of the Materials. When processing any Personal Data (as defined in Regulation (EU) 2016/679 or any superseding legislation) through or to the Materials, you shall at all times comply with the applicable data protection regulations.

Termination

 Your access to the Materials shall continue, provided you comply, in full, with these Terms of Use and continue to pay the monthly payments under these Terms of Use as contained on the Website at  https://www.acumenconsulting.co.nz

Notwithstanding the foregoing, Acumen reserves the right to terminate your access to the Materials at any time without notice if it determines that you have breached these Terms of Use.

If your access to the Materials expires or terminates, your right to use the Materials will stop immediately and you must remove the Materials and all copies thereof from all hardware in your control immediately. If you continue using the Materials after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being assessed against you or other legal remedies.

Governing Law

These Terms of Use will be exclusively governed and construed in accordance with the laws of New Zealand without regard to the conflicts of law principles. The courts located in Auckland, New Zealand will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to your access and use of the Materials pursuant to these Terms of Use.

General

The failure by Acumen to enforce any provision of these Terms of Use will not constitute a waiver of future enforcement of that or any other provision. If Acumen waives a default against you, Acumen will only do so in writing, and that will not mean that Acumen will automatically waive any later default by you.

If any provision of these Terms of Use is held to be unenforceable or invalid, that provision will be severed from these Terms of Use and the remaining provisions shall not be impaired.

These Terms of Use constitute the entire agreement between Acumen and you concerning the subject matter hereof. Acumen may change these Terms of Use at any time amending it on the Website and advise you of such amendments. Your continued use of the Materials after the receipt of such notice will constitute your agreement to be bound by such amendments.