Master Services Agreement

Scope of Services

Partner provides professional services including:

• aERP Audit & Discovery.Business analysis and Functional Requirements Documentation (FRD).
• bStandard Integration.Configuration of native Odoo modules and standard data migration.
• cCustom Development.Creation of new modules, API integrations, and code modifications.

Odoo Ecosystem & Licensing

• 2.1Relationship.Partner is an independent Odoo Partner and not an agent of Odoo S.A.
• 2.2Licensing.Client must maintain a valid Odoo Enterprise Subscription. Partner is not responsible for software suspension resulting from Client's failure to pay Odoo S.A. licensing fees.

Client Responsibilities

• 3.1Information accuracy.Services are performed based on the Audit phase. Any undisclosed requirements discovered post-audit are subject to Change Requests.
• 3.2Data quality.Client is responsible for the cleanliness and accuracy of all data provided. Partner is not liable for issues arising from "dirty" legacy data.
• 3.3Access.Client will provide administrative access to Odoo.sh, staging environments, and necessary third-party platforms.

Payment Terms

• 4.1Net 15.All invoices are due within fifteen (15) days of issuance.
• 4.2Fixed-price projects.For all fixed-fee engagements, a 50% down payment is required prior to project commencement.
• 4.3Late payments.Overdue balances are subject to interest at a rate of 1.5% per month or the maximum rate permitted by law.

Intellectual Property

• 5.1Core software.Rights to Odoo core remain with Odoo S.A.
• 5.2Work product.Upon full payment, Partner assigns to Client ownership of custom code developed specifically for Client.
• 5.3Partner tools.Partner retains ownership of pre-existing generic modules and proprietary tools used to deliver services. Client is granted a non-exclusive license to use these as part of their Odoo environment.

Acceptance Testing (UAT)

• 6.1UAT period.Client has ten (10) business days to test deliverables. Absence of written notice of "Material Non-Conformance" within this period constitutes acceptance.
• 6.2Deemed acceptance.Use of the system in a live "Production" environment for business operations constitutes final and irrevocable acceptance.

Warranties & Limitation of Liability

• 7.1Warranty.Partner warrants for 30 days post-acceptance that custom work matches the FRD. This excludes issues caused by Odoo core updates or third-party apps.
• 7.2Liability cap.PARTNER'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
• 7.3No consequential damages.Partner is not liable for lost profits, data loss, or business interruptions.

Governing Law & Jurisdiction

• 8.1USA clients.For Clients located in the United States, this Agreement is governed by the laws of the State of Wyoming.
• 8.2Canadian clients.For Clients located in Canada, this Agreement is governed by the laws of the Province of Quebec.
• 8.3Dispute resolution.Any legal action shall be brought in the courts of the jurisdiction defined above.

Miscellaneous

• 9.1This Agreement, alongside a signed SOW, represents the entire agreement between the parties. Any modifications must be in writing.

Need a copy of the signed Agreement or the latest SOW template?

Email our legal contact and we'll send the current versions:

legal@octurasolutions.com