Terms & Conditions
General Terms
1. The following general terms and conditions are applicable to all software, maintenance and services provided by Microvellum, including software, maintenance, and services provided in the future by Microvellum. The Microvellum End User License Agreement (EULA) available at http://www.microvellum.com/eula/shall supplement the agreement set forth herein, and the terms and conditions of the EULA are hereby incorporated herein by reference.
2. Upon Customer’s acceptance of Microvellum’s proposal, payment shall be due as provided for in the proposal (upon acceptance if not otherwise stated). Payment for additional software, services, support and maintenance will be due as stated on subsequent invoice(s). Each invoice is due and payable based on the terms of the invoice and supporting documentation. Modules and licenses added to Licensee’s purchases during the course of a subscription period are subject to module and license fees renewable with each Support and Maintenance Subscription period. If invoices are not timely paid, interest shall accrue on the amount due and owing at the rate of 18% per annum from the date of the invoice to the date of payment. Payments made by credit card are subject to a processing fee applied to the total invoice. Please inquire for the current rate applicable for your country. A processing fee of 4.0% applies to all other geographic regions. Microvellum shall have the right to suspend performance or delivery of product or services without notice in the event an invoice is not timely paid and/or the terms of a payment plan are not complied with. A $75.00 processing fee may be added to any payment plans or special payment arrangements as required. WA State customers will be charged 0.484% Business & Occupation (B&O) excise tax.
3. The scope of services to be provided by Microvellum shall be set forth in writing. The following terms shall apply to services provided by Microvellum:
A. Services are performed in English, and clients requiring non-English services will provide their own translation services at their expense.
B. Payment terms for services and associated expenses will be outlined in the statement of work and/or service contract. Work will be scheduled once an approved statement of work is agreed upon in writing. Due to the unpredictability of work associated with computer and software services, Microvellum will not be bound by estimates of time or cost of performance and Microvellum billing will be based on actual consulting time.
C. Unless otherwise noted, all services must be scheduled and completed within 12 months of the proposal date. If not scheduled and completed within that period, the right to convert the credit or further scheduled service will be forfeited.
D. Customer will refrain from engaging (as an employee, contractor, consultant, or owner) any employee, contractor, or consultant of Microvellum for a period of one year following such individual’s date of last service performed for Customer except to the extent that such engagement is made through Microvellum.
E. Microvellum cannot guarantee that a specific consultant will be available or used; however, Microvellum will make reasonable attempts to accommodate specific requests.
F. Scheduling availability and completion of services is subject to a first come, first served basis. Service requests will be processed and scheduled in the order in which they are received. Start time, lunch, and end of day times are at the discretion of Microvellum. Microvellum reserves the right to reschedule due to Acts of God.
G. If remote services are cancelled or rescheduled within less than 24 hours of the scheduled appointment, a $200 minimum charge will be incurred, with such charge to be deducted from services already paid. If on-site scheduled services are cancelled, a Change Order and Invoice will be issued for a cancellation fee in an amount equaling one-half of the total amount of the cancelled services. The remaining one-half of paid services may be considered a service credit available for use with other scheduled services. If on-site services are rescheduled, a change order and invoice will be issued for a rescheduling fee in an amount equaling one-quarter of the total amount of the original services. Upon payment of this amount, the new date will be agreed upon and entered on the Microvellum service schedule. If the invoice is not paid in full in any of the foregoing situations, the full amount of the services paid, along with any amount pre-paid for expenses, will be forfeited.
4. Microvellum will not be liable to Customer for any lost profits, incidental, indirect, special, punitive, exemplary, or consequential damages. Under no circumstances shall Microvellum’s liability exceed the total fees paid to Microvellum in the prior twelve-month period.
5. If any suit or action is filed by either party in connection with services or product provided by Microvellum, including any claim for non-payment against Customer, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court, and if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
6. The laws of the State of Oregon shall apply to all matters relating to the provision of software, services, and support by Microvellum, and exclusive venue for any dispute between Microvellum and Customer shall lie in the Circuit Court of Jackson County, Oregon.
7. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN WRITING BY MICROVELLUM, MICROVELLUM DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED TO CUSTOMER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT.
8. Customer’s rights to Microvellum’s products and services may not be assigned without the consent of Microvellum. This Agreement shall otherwise be binding on and inure to the benefit of the parties and their respective heirs, personal representatives, successors and authorized assigns.
9. Microvellum reserves the right to suspend services under this or any other agreement with Customer, and to terminate any service contract or other agreement with Customer upon provision of 30 days’ prior written notice to customer.
10. These terms and conditions, the EULA, and any statement of work or proposal attachments is/are the complete and exclusive statement of the agreement between the parties with respect to Microvellum’s provision of software, services, and/or maintenance and merges all prior representations, proposals, understandings and all other Contracts, oral or written, express or implied, between the parties relating to the matters contained herein.
How to Contact Microvellum:
If you have any questions about these Terms of Use, the Sites, or to resolve a dispute, you can contact Microvellum at:
Mail: Microvellum
Attn: Microvellum Support
444 S. Haskell Street, Central Point, Oregon 97502
Email: customerservice@microvellum.com
Phone: 1-800-204-0913 or locally at 1-541-664-1625
Service Engagement Roles & Responsibilities
We are dedicated to creating a positive outcome for our clients by providing rock-solid service with each service engagement.
Duties of Client Team Members:
Microvellum clients should be prepared to provide a sponsor, engagement resources, and technical staff. These roles can be individuals or a single person depending on the size and scope of the engagement.
The Engagement Sponsor is a high-ranking individual within the client organization, responsible for ensuring the overall success of the engagement. This person provides enterprise-wide authority and coordination, as well as the authority to remove organizational barriers that threaten the engagement. The Engagement Sponsor has the final say regarding the engagement and the responsibility to keep the appropriate managers and Steering Committee informed of changes in corporate strategy and direction that may impact the engagement. Executive Engagement Sponsor responsibilities include the following:
Book a Demonstration
Maintaining ultimate ownership of the engagement
Establishing and maintaining the milestone schedule and ensuring that all tasks are assigned
Maintaining consistent engagement files including the contract, engagement plan, memoranda, status reports, billing, issues logs, and other pertinent documentation. Examples of these documents can be found (https://community.microvellum.com/portal/en/kb/getting-started/services/setup-worksheets-guides)
Establishing a strategic course of action for the engagement
Leading the change effort
Ensuring that clear deliverables are established for the engagement
Approves all changes to services, schedule, and budget
Resolving issues with resource and schedule constraints, or scope changes
Communication liaison between executive management and Microvellum
Client Engagement Lead/Resources are the operational experts for the business processes. This person has the authority to make operational decisions, can recommend process improvements, and will become the application and or data expert. This kind of resource can provide both industry and technical expertise. During the engagement, they work closely with the Microvellum service team and other engagement resources to learn and use the application. Engagement Resource duties include:
Attending and participating in application training
Working with Microvellum service team members to set up the application and library data
Developing test plans and test scripts and executing testing
Acting as the point of contact for issues affecting the application area
Developing and maintaining procedures as required
Developing training materials and training end-users as required
Troubleshooting issues in pertinent application and data areas
Maintaining and updating test scripts as necessary
Responsibility for the ongoing management of the application and data
Client Technical Support staff is responsible to know the current hardware, operating system, and database of the client system. They are responsible for managing the data and application integrity during and after the engagement. The client is responsible to manage and coordinate any third-party supplier (machine dealer, IT, etc.). They are responsible to assist in incorporating the new system into the production environment and maintaining the system including installation of updates, following testing procedures, and troubleshooting to support their end-users. It is the responsibility of the client to maintain data backups. Technical Support Staff duties include:
Provide technical solutions to hardware issues
Configure the test and production environments
Participate in the initial installation of the software
Establish and maintain printer connections
Establish and maintain security tables
Maintain and populate databases and provide test data for testing and training.
Create backup procedures and maintain backups
Act as primary lead for third-party involvement
Duties of Microvellum Team Members
Microvellum will provide an account manager and service resources. Depending on the size and scope of the engagement these may be one or many individuals.
Microvellum Account Managers are responsible for prescribing the services required to assist the client in the successful completion of the engagement. This leader will work closely with the Client Sponsor and Functional Leads to communicate the timeline and expectations to the Microvellum Service Team used within the engagement. Microvellum Account Manager responsibilities include:
Partners with the client to guide the successful engagement of the service team
Prescribing and adjusting the methodology to best meet the client’s vision, objective and timeline within the scope of the engagement
Maintaining engagement level authority for invoicing and communicating engagement budget
Coordinating communications with client sponsor and/or stakeholders
Ensuring realistic expectations are set with the client about the engagement
Providing all information, decisions, and approvals requested in a timely manner
Responsible for customer satisfaction and the overall relationship during and after the engagement
Microvellum Service Providers are individuals who provide subject matter expertise, guidance, and facilitation skills in support of the software and data. The Microvellum service provider will assist Client’s Team members with:
Identification of existing processes
Assessment of gaps or inconsistencies between existing processes and application-defined processes and escalate to service coordinator
Clarification of application capabilities, library, reports, machine connections, and workflow
Installation software and data with client
Training on application and library data/configurations with client
Providing services to develop the scope and/or configure CNC Machine Connections or reports
Providing services to develop the scope and/or software or data solutions
Training the client in performing data backups
Review of test plans and review of test output
Assisting clients in defining best practices and standard operating procedures
Microvellum Service Coordinators are individuals who provide coordination of services to meet requested timelines. The Service Coordinator will assist the Client’s Team members with:
Coordinating service activities and communications
Maintaining engagement level authority for Microvellum resource allocation and coordination
Maintaining and communicating service task timelines
Setup and monitoring of engagement planning boards and task accounting
Monitor that the methodology is meeting the client’s vision, objective, budget, and timeline within the scope of the engagement
Escalating observed risks, issues, or deviations of the methodology to the account manager or head of sales as necessary
Subscription Agreement
This agreement ("Agreement") outlines the terms and conditions for Microvellum's Software Subscription Service.
By entering into a software subscription agreement with Microvellum, you agree to comply with the following terms:
1. Subscription Terms
When participating in an annual subscription for Microvellum's service, you commit to a one-year term. At the end of a subscription term, subscribers will be sent a sales invoice to renew their term at the originally agreed-upon term and amount as indicated on the sales invoice using Microvellum's auto-pay system. The subscription will automatically renew for another annual subscription term on the anniversary date of the original subscription. No grace periods are allocated. You can cancel your subscription at any time after the first year, without any entitlement to refunds. In case of cancellation before the end of the subscription term, an invoice will be sent to collect the remaining balance of your subscription term.
2. Payment Terms
Subscribers agree to make payments to Microvellum or its designated entity, as specified on sales invoices, inclusive of applicable Sales Tax or GST, in accordance with the terms outlined in this Agreement. Subscribers are obligated to make payments on either an annual or monthly basis for the subscription service as specified in the sales invoice. Each payment must equal the agreed-upon subscription amount. The first payment is made on or before the agreed-upon subscription start date, followed by subsequent payments on the same day each month or on the same month and day each year throughout the subscription term. Subscribers with monthly payment options are required to enroll in Microvellum’s Auto-Pay systems where payments are made automatically each month. Subscribers with annual payment options may choose to enroll in Microvellum’s Auto-Pay system where payments are made automatically per the subscription term or can pay from an invoice with the terms specified ahead of the subscription term expiration.
3. Payment Delinquency
Failure to pay the subscription agreement will result in service suspension. In the event of delinquency, defined as a delay of one (1) day past the payment due date, an invoice will be sent to collect the remaining balance of the annual subscription term.
4. Changes to Terms
Microvellum reserves the right to modify prices, service terms, or this Agreement at its discretion. Notice of any changes will be provided in writing. Your continued use of the service following such changes constitutes acceptance of the revised terms. Changes to the dispute resolution provision will not affect the resolution of disputes arising before the change.
5. Legal Expenses
If Microvellum takes legal action to enforce this Agreement, it is entitled to recover all reasonable expenses incurred in such action, including costs, attorney fees, and other expenses as permitted by statute or court order.
6. Termination of Service
Microvellum may, without prior notice, limit, suspend, or terminate the Service or this Agreement for justifiable reasons, including but not limited to: (a) violation of this Agreement; (b) unauthorized resale of the Service; (c) engagement in illegal activities, including violations of US government trade and economic sanctions; (d) fraudulent activities; (e) non-payment of bills; (f) excessive charges exceeding the required deposit or billing limit; (g) provision of unverifiable credit information; (h) insolvency or bankruptcy; or (i) any abusive behavior, including threats, harassment, or inappropriate language towards Microvellum representatives. Temporary service limitations may also occur for operational or governmental reasons.
By entering into an Agreement, you acknowledge and accept the terms and conditions outlined above.
Support & Maintenance Agreement
The following general terms and conditions are applicable to all support and maintenance services provided by Microvellum.
Microvellum’s Support & Maintenance Subscription (“SMS”) is intended to assist you in the support and maintenance of your Microvellum Software. All provisions and conditions of Microvellum General Terms and Conditions and the Microvellum End User License Agreement (EULA) (available at http://www.microvellum.com/eula/) shall supplement this agreement, and the terms and conditions thereof are hereby incorporated herein by reference
SUBSCRIPTION BENEFITS
1. The SMS entitles customers to all product updates, both major and minor, occurring within the subscription period.
2. For the duration of your subscription, you will have access to unlimited phone, email and web-based support. While phone support is available, Microvellum’s Help Center website (support.microvellum.com) is the primary tool for submitting support requests, monitoring all open support tickets, and communication. Access to the Help Center is granted to an unlimited number of users within the licensee’s organization.
3. Your subscription also provides access to the latest product library downloads.
4. After 180 days of case resolution, client cases will remain accessible in your client portal. However, cases categorized as 'problem' or 'question' will have their attachments deleted.
SUPPORT & MAINTENANCE SUBSCRIPTION TERMS
1. The SMS commences upon receipt of the Software Product (“Start Date”) and will continue for twelve (12) consecutive months. Thereafter, the Licensee may purchase a renewal of the annual SMS. Discounts are available when purchasing more than one year of SMS in advance. Microvellum will usually notify the Customer by email approximately 45 days before the renewal is due and on the date of expiry. However, the Licensee should not rely on this reminder as this will not affect the termination date of the SMS period.
2. The Licensee may not assign the rights of this SMS to any other party without the prior written consent of Microvellum.
3. The Licensee must ensure that the Software is used only in combination with other software, devices or hardware recommended or specified by Microvellum as being compatible with the Software and ensure that it is used in a stable network environment with adequate capacity. (If you are unsure please feel free to check with us first.)
4. It is the Licensee’s responsibility to ensure that Microvellum is provided with the most up-to-date names and email addresses of the Licensee.
5. Microvellum is not responsible for support where there is an Extraordinary Circumstance. An Extraordinary Circumstance is an event deemed to be beyond our reasonable control that may result in software corruption, loss of projects data, product libraries or other files.
6. Microvellum may retain documents, projects, and or drawings that are pertaining to reported support issues for internal testing purposes and to improve Quality Control. If you do not wish us to retain your documents, projects or drawings for testing, please let us know via email so that we can comply with your wishes.
7. At times, Microvellum’s support agents will need to utilize web-based applications to access computers within the Licensee’s organization. During these remote desktop sessions, Microvellum Agents will use appropriate discretion and protocols for interacting with Licensees computer systems and software applications.
8. Microvellum requires that all SMS subscribers maintain a working internet connection. In cases where internet is not available to the Licensee, quality and promptness of support provided by Microvellum agents may be impacted.
9. Microvellum’s SMS does not include access to Microvellum’s Toolbox OEM upgrades. OEM upgrades must be purchased separately.
10. Microvellum is not responsible to provide support for third-party applications such as AutoCAD®, Cutrite®, WoodWop®, Microsoft® applications or operating systems.
11. Microvellum reserves the right to amend your SMS and/or these terms and conditions at any time on 30 days following written notice.
12. Modules and licenses added to Licensee’s purchases during the course of the subscription period are subject to module and license fees renewable with each SMS period.
SERVICES NOT INCLUDED:
The SMS does not include: (i) custom programming services (e.g. Product Library Work, Tool Files, Custom Reports); (ii) on-site services; (iii) remote services or (iv) customer training (v) support in any other language than English (vi) data backups (e.g. product library data, projects, software update files, or any other database used in conjunction with Microvellum software). Clients requiring non-English support will provide their own translation services at their expense.