Master Services Agreement

Scope of Services

Partner provides professional services including:

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

Odoo Ecosystem & Licensing

• Relationship.Partner is an independent Odoo Partner and not an agent of Odoo S.A.
• Licensing.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

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

Payment Terms

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

Confidentiality

Both parties may share confidential business or technical information during an engagement:

• Confidential Information.Confidential Information means non-public business, financial, or technical information disclosed by either party, including Client's data, financials, and internal processes, and Partner's methodologies, tools, and pricing.
• Protection.Each party will protect the other's Confidential Information with the same care it uses for its own, and disclose it only to employees or subcontractors who need it to perform this Agreement.
• Exclusions.Confidential Information does not include information that becomes public through no fault of the receiving party, was already known to it, or is developed independently without reference to the disclosing party's information.
• Duration.These confidentiality obligations survive termination of this Agreement for three (3) years.

Intellectual Property

• Core software.Rights to Odoo core remain with Odoo S.A.
• Work product.Upon full payment, Partner assigns to Client ownership of custom code developed specifically for Client.
• Partner 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)

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

Warranties, Indemnification & Limitation of Liability

• Warranty.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.
• Liability cap.PARTNER'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
• No consequential damages.Partner is not liable for lost profits, data loss, or business interruptions.
• Indemnification.Client will indemnify and hold Partner harmless from third-party claims arising from Client's data, Client's use of the Odoo system outside the scope of this Agreement, or Client's breach of its representations under this Agreement.

Data Protection & Privacy

• Privacy Policy.Partner's collection and use of personal information submitted through this website or during an engagement is described in the Privacy Policy, which is incorporated into this Agreement by reference.
• Client data.Client remains the data controller for personal data processed within its Odoo environment. Where Partner processes personal data on Client's behalf as part of services, the parties will enter into a data processing agreement on request.
• EU clients.For Clients in the European Union, Partner supports GDPR-aligned configurations as part of implementation, but does not act as Client's Data Protection Officer.

Term & Termination

• Term.This Agreement remains in effect for the duration of the applicable SOW, and governs any renewal or follow-on engagement unless superseded by a new signed Agreement.
• Termination for convenience.Either party may terminate an engagement for convenience with thirty (30) days' written notice. Client remains responsible for fees earned and expenses incurred through the effective date of termination.
• Termination for cause.Either party may terminate immediately on written notice if the other party materially breaches this Agreement and fails to cure that breach within fifteen (15) days of receiving notice.
• Effect of termination.On termination, Partner will deliver all work product paid for in full, and each party will return or destroy the other's Confidential Information on request.

Governing Law & Jurisdiction

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

Changes to These Terms

• Partner may update the terms on this page from time to time to reflect changes in its services or legal requirements. The version in effect on the date a Statement of Work is signed governs that engagement; later changes apply only to future engagements unless both parties agree otherwise in writing.

General Conditions

• This Agreement, alongside a signed SOW, represents the entire agreement between the parties. Any modifications must be in writing.
• Severability.If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.
• Assignment.Neither party may assign this Agreement without the other's written consent, except Partner may assign it in connection with a merger, acquisition, or sale of substantially all its assets.
• Force majeure.Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, acts of government, or internet or hosting-provider outages.
• Notices.Notices under this Agreement must be in writing and sent to the email address on file for each party's primary contact.
• Survival.Sections covering Payment Terms, Intellectual Property, Confidentiality, Warranties, Indemnification & Limitation of Liability, and Governing Law survive termination of this Agreement.

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