This Client Services Agreement (“Agreement”) is entered into by and between Dream Mountain Services, LLC, a Utah limited liability company (“Provider”), and the client identified in the executed signature page (“Client”), effective as of the date set forth therein. Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
Services and Scope of Work
Provider shall provide professional consulting, implementation, configuration, development, migration, upgrade, diagnostic, enhancement, and related services for the Odoo platform as expressly described in a Statement of Work (“SOW”). Each SOW is incorporated by reference and forms part of this Agreement. Only services expressly identified in a signed SOW are included in scope. Any services, features, integrations, enhancements, or other work not expressly identified in a signed SOW shall be deemed out of scope and shall require a written addendum executed by both Parties prior to commencement. Provider performs services in three general categories: (a) new Odoo implementations; (b) version migrations and upgrades; and (c) ongoing support and enhancement services. Each category carries distinct technical risks and timeline variability, which Client acknowledges.
Client Responsibilities
Client shall timely provide all information, materials, system access, credentials, approvals, decisions, and personnel reasonably required for Provider to perform the Services, and Client shall designate a single authorized point of contact with decision-making authority. Unless otherwise agreed in writing, Client shall respond to Provider requests within three (3) business days.
Client acknowledges that Provider’s ability to perform the Services accurately, efficiently, and within estimated timelines depends upon the accuracy, completeness, and timeliness of all information, materials, access, approvals, decisions, and direction provided by Client. If Client provides inaccurate, incomplete, misleading, delayed, or incorrect information, materials, access, approvals, decisions, or direction, or fails to provide requested information, and such action or omission causes errors, delays, rework, additional investigation, changes in direction, or additional Services, all time required by Provider to address, correct, revise, diagnose, or remediate such issues shall be billable at Provider’s then-applicable hourly rate.
Failure to respond within the required timeframe, or failure to provide accurate, complete, and timely information, shall automatically extend all deadlines, milestones, and go-live dates by the length of delay and any additional time reasonably required for Provider to address the resulting impact. Provider shall not be responsible for delays, errors, rework, additional costs, or project impacts caused by Client’s failure to perform its obligations or by Client’s inaccurate, incomplete, misleading, delayed, or incorrect information or direction.
Billing and Payment
Client agrees to an upfront minimum engagement of ten (10) billable hours prior to commencement of Services. Services shall thereafter be billed at $125 per hour. Invoices are due upon receipt unless otherwise agreed in writing under special terms. Provider may immediately suspend Services if any invoice remains unpaid when due. Suspension shall automatically extend all timelines and deadlines by the duration of the suspension plus reasonable remobilization time. Provider shall have no obligation to resume Services until all outstanding amounts are paid in full.
Scope Changes
Any modification, addition, or expansion of scope, including new modules, functionality, integrations, workflows, or requirements requested by Client, shall require a written addendum and revised SOW executed by both Parties. Provider shall have no obligation to perform additional work absent such written agreement.
Project Governance and Communications
Provider will assign a Lead Project Manager (“PM”) best suited for the project scope. Provider will also assign a secondary backup Project Manager to serve as a backup point of contact in the event the Lead PM is unavailable due to emergency, illness, absence, vacation, or other reasonable unforeseen circumstance. Provider retains sole discretion over technical approach, implementation methodology, sequencing of work, and resource assignment.
Client shall communicate through the Provider-assigned Lead PM for all day-to-day matters and weekly meetings. Client shall not directly contact, instruct, or communicate with Provider’s developers, technical personnel, contractors, or other personnel outside the designated project management structure. If Client believes issues remain unresolved after good-faith engagement with the Lead PM and/or backup PM, Client may submit an executive escalation request by email or phone call to Provider’s Chief Operating Officer (“COO”) for resolution.
Provider may record meetings and communications for documentation and quality assurance purposes. Failure to adhere to Provider’s governance process may result in delays or constitute a material breach of this Agreement.
Legacy Systems, Migration, and Technical Debt
Where Services involve migration, upgrade, or modification of an existing Odoo instance or system originally implemented by a third party, Client acknowledges that Provider did not author, control, or validate the original architecture or codebase. Pre-existing custom code may be undocumented, poorly structured, embedded in unexpected modules, incompatible with newer Odoo versions, or otherwise deficient. Technical debt and hidden dependencies may exist.
Provider shall not be responsible for structural defects, inefficiencies, or incompatibilities arising from legacy systems. Time spent identifying, diagnosing, isolating, repairing, refactoring, or replacing legacy code shall be billable. Provider does not guarantee compatibility of prior custom code with newer Odoo versions and may recommend partial or complete rebuild of prior features where commercially reasonable. Migration timelines are estimates only and may extend due to unforeseen legacy conditions.
Enhancements and System Interaction
Client acknowledges that introduction of new features, modules, workflows, or customizations into an existing ERP environment may interact with or affect pre-existing code. Provider shall exercise professional care in implementation; however, Provider does not warrant that undocumented or third-party code will not be impacted. If legacy or third-party code breaks as a result of integrating new requested features, time required to diagnose and correct such conflicts shall be billable. Only verified defects in Provider’s work as defined herein shall be corrected without additional charge.
Definition of Defect
A “Defect” means a failure of deliverables to materially conform to the express written specifications set forth in a signed SOW. A Defect does not include conflicts with legacy versions or third-party written code, undocumented and/or unknown or non-disclosed customizations, client data quality issues, non-standardized enhancements or expanded scope functionality requested by Client, issues arising from Client modifications or misuse, or architectural deficiencies from prior systems.
Timelines and Estimates
All timelines, milestones, and target dates are estimates unless expressly guaranteed in writing. Projects involving version upgrades, third-party systems, or legacy code contain inherent variability. Provider shall not be liable for extended timelines caused by legacy system conditions, third-party dependencies, Client delays, or events beyond Provider’s reasonable control.
Reporting and Transparency
Provider shall provide no less than one weekly update summarizing work performed, hours expended, upcoming activities, and identified risks or blockers. Such updates constitute full and sufficient reporting of billable activity unless otherwise agreed in writing.
Acceptance, Go-Live, and Post-Deployment Responsibility
- Prior to any production deployment or “Go-Live,” Provider shall deliver to Client a written Go-Live Checklist identifying the deliverables completed pursuant to the applicable SOW and any executed addendums. Client shall review such checklist promptly and, within five (5) business days of receipt, either (a) execute written acceptance confirming that the identified Services have been delivered in material conformity with the applicable SOW, or (b) provide written notice of any Defects (as defined in Section 8) with reasonable specificity.
- Provider shall remedy verified Defects (as defined in Section 8) at no additional charge, provided such Defects are reported within the five (5) business day review period and are confirmed to be failures of deliverables to materially conform to the express written specifications set forth in the applicable SOW.
- Execution of the Go-Live Checklist shall constitute final acceptance of the Services identified therein, acknowledgment that such Services have been delivered in material conformity with the applicable SOW, confirmation that the system is operational and stable as of the date of acceptance, and authorization for Provider to proceed with production deployment.
- If Client fails to provide written notice of Defects (as defined in Section 8) within five (5) business days of delivery of the Go-Live Checklist, the Services shall be deemed accepted.
- Following acceptance and Go-Live, Provider shall not be responsible for correcting, without charge, any issues, errors, performance degradation, or system behavior changes arising after deployment that were not present and identifiable at the time of acceptance. Any such post-deployment issues shall be treated as new service requests and shall be billable unless otherwise covered by a separate written support agreement.
- For projects delivered in multiple stages or phases, each stage or phase shall be subject to its own Go-Live Checklist and acceptance process. Acceptance of any individual stage or phase shall constitute final acceptance of that stage or phase and shall not delay or condition acceptance of subsequent stages or phases unless expressly agreed in writing. Any modifications, refinements, or enhancements requested following acceptance shall be treated as new or out-of-scope work subject to a separate SOW or addendum.
Effect of Acceptance
Execution of the Go-Live Checklist shall constitute final acceptance of the Services identified therein, acknowledgment that such Services have been delivered in material conformity with the applicable SOW, and authorization for Provider to proceed with production deployment.
Deemed Acceptance
If Client fails to provide written notice of Defects (as defined in Section 8) within five (5) business days of delivery of the Go-Live Checklist, the Services shall be deemed accepted.
Phased and Staged Delivery
For projects delivered in multiple stages or phases, each stage or phase shall be subject to its own Go-Live Checklist and acceptance process. Acceptance of any individual stage or phase shall constitute final acceptance of that stage or phase and shall not delay or condition acceptance of subsequent stages or phases unless expressly agreed in writing. Any modifications, refinements, or enhancements requested following acceptance shall be treated as new or out-of-scope work subject to a separate SOW or addendum.
Intellectual Property
Upon Client’s full payment of all amounts due, Client shall own deliverables created specifically for Client under the applicable SOW. Provider retains ownership of its pre-existing intellectual property, methodologies, templates, tools, know-how, and generalized implementation techniques, and may use non-confidential knowledge gained during the engagement for future clients.
Confidentiality
Each Party shall maintain the confidentiality of non-public, proprietary, or confidential information received from the other Party and shall use such information solely for purposes of performing under this Agreement. These obligations shall survive termination for three (3) years.
Termination
Provider may terminate this Agreement immediately upon written notice if Client fails to pay amounts due, fails to cooperate, or materially breaches this Agreement. Upon termination, all fees for Services performed through the termination date shall become immediately due and payable.
Limitation of Liability
To the maximum extent permitted by law, Provider’s total liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client under the applicable SOW. Provider shall not be liable for indirect, incidental, consequential, special, or lost-profit damages.
Independent Contractor and Non-Solicitation
Provider is an independent contractor. During the term of this Agreement and for twelve (12) months thereafter, Client shall not solicit or hire any employee or contractor of Provider involved in performance of the Services without Provider’s prior written consent.
Assignment and Subcontracting
Provider may assign or subcontract portions of the Services while remaining responsible for performance. Client may not assign this Agreement without Provider’s written consent.
Force Majeure
Neither Party shall be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, infrastructure failures, or third-party hosting outages. Timelines shall extend for the duration of such events.
Dispute Resolution and Governing Law
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the State of Utah under the rules of the American Arbitration Association. This Agreement shall be governed by the laws of the State of Utah.
Entire Agreement
This Agreement, together with all executed Statements of Work and addendums, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
Execution
This page reproduces the standard terms for reference. The binding version is the Client Services Agreement executed by both Parties, together with the Statement of Work for your engagement.
Questions about these terms? Get in touch.
This Client Services Agreement (“Agreement”) is entered into by and between Dream Mountain Services, LLC, a Utah limited liability company (“Provider”), and the client identified in the executed signature page (“Client”), effective as of the date set forth therein. Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
Services and Scope of Work
Provider shall provide professional consulting, implementation, configuration, development, migration, upgrade, diagnostic, enhancement, and related services for the Odoo platform as expressly described in a Statement of Work (“SOW”). Each SOW is incorporated by reference and forms part of this Agreement. Only services expressly identified in a signed SOW are included in scope. Any services, features, integrations, enhancements, or other work not expressly identified in a signed SOW shall be deemed out of scope and shall require a written addendum executed by both Parties prior to commencement. Provider performs services in three general categories: (a) new Odoo implementations; (b) version migrations and upgrades; and (c) ongoing support and enhancement services. Each category carries distinct technical risks and timeline variability, which Client acknowledges.
Client Responsibilities
Client shall timely provide all information, materials, system access, credentials, approvals, decisions, and personnel reasonably required for Provider to perform the Services, and Client shall designate a single authorized point of contact with decision-making authority. Unless otherwise agreed in writing, Client shall respond to Provider requests within three (3) business days.
Client acknowledges that Provider’s ability to perform the Services accurately, efficiently, and within estimated timelines depends upon the accuracy, completeness, and timeliness of all information, materials, access, approvals, decisions, and direction provided by Client. If Client provides inaccurate, incomplete, misleading, delayed, or incorrect information, materials, access, approvals, decisions, or direction, or fails to provide requested information, and such action or omission causes errors, delays, rework, additional investigation, changes in direction, or additional Services, all time required by Provider to address, correct, revise, diagnose, or remediate such issues shall be billable at Provider’s then-applicable hourly rate.
Failure to respond within the required timeframe, or failure to provide accurate, complete, and timely information, shall automatically extend all deadlines, milestones, and go-live dates by the length of delay and any additional time reasonably required for Provider to address the resulting impact. Provider shall not be responsible for delays, errors, rework, additional costs, or project impacts caused by Client’s failure to perform its obligations or by Client’s inaccurate, incomplete, misleading, delayed, or incorrect information or direction.
Billing and Payment
Client agrees to an upfront minimum engagement of ten (10) billable hours prior to commencement of Services. Services shall thereafter be billed at $125 per hour. Invoices are due upon receipt unless otherwise agreed in writing under special terms. Provider may immediately suspend Services if any invoice remains unpaid when due. Suspension shall automatically extend all timelines and deadlines by the duration of the suspension plus reasonable remobilization time. Provider shall have no obligation to resume Services until all outstanding amounts are paid in full.
Scope Changes
Any modification, addition, or expansion of scope, including new modules, functionality, integrations, workflows, or requirements requested by Client, shall require a written addendum and revised SOW executed by both Parties. Provider shall have no obligation to perform additional work absent such written agreement.
Project Governance and Communications
Provider will assign a Lead Project Manager (“PM”) best suited for the project scope. Provider will also assign a secondary backup Project Manager to serve as a backup point of contact in the event the Lead PM is unavailable due to emergency, illness, absence, vacation, or other reasonable unforeseen circumstance. Provider retains sole discretion over technical approach, implementation methodology, sequencing of work, and resource assignment.
Client shall communicate through the Provider-assigned Lead PM for all day-to-day matters and weekly meetings. Client shall not directly contact, instruct, or communicate with Provider’s developers, technical personnel, contractors, or other personnel outside the designated project management structure. If Client believes issues remain unresolved after good-faith engagement with the Lead PM and/or backup PM, Client may submit an executive escalation request by email or phone call to Provider’s Chief Operating Officer (“COO”) for resolution.
Provider may record meetings and communications for documentation and quality assurance purposes. Failure to adhere to Provider’s governance process may result in delays or constitute a material breach of this Agreement.
Legacy Systems, Migration, and Technical Debt
Where Services involve migration, upgrade, or modification of an existing Odoo instance or system originally implemented by a third party, Client acknowledges that Provider did not author, control, or validate the original architecture or codebase. Pre-existing custom code may be undocumented, poorly structured, embedded in unexpected modules, incompatible with newer Odoo versions, or otherwise deficient. Technical debt and hidden dependencies may exist.
Provider shall not be responsible for structural defects, inefficiencies, or incompatibilities arising from legacy systems. Time spent identifying, diagnosing, isolating, repairing, refactoring, or replacing legacy code shall be billable. Provider does not guarantee compatibility of prior custom code with newer Odoo versions and may recommend partial or complete rebuild of prior features where commercially reasonable. Migration timelines are estimates only and may extend due to unforeseen legacy conditions.
Enhancements and System Interaction
Client acknowledges that introduction of new features, modules, workflows, or customizations into an existing ERP environment may interact with or affect pre-existing code. Provider shall exercise professional care in implementation; however, Provider does not warrant that undocumented or third-party code will not be impacted. If legacy or third-party code breaks as a result of integrating new requested features, time required to diagnose and correct such conflicts shall be billable. Only verified defects in Provider’s work as defined herein shall be corrected without additional charge.
Definition of Defect
A “Defect” means a failure of deliverables to materially conform to the express written specifications set forth in a signed SOW. A Defect does not include conflicts with legacy versions or third-party written code, undocumented and/or unknown or non-disclosed customizations, client data quality issues, non-standardized enhancements or expanded scope functionality requested by Client, issues arising from Client modifications or misuse, or architectural deficiencies from prior systems.
Timelines and Estimates
All timelines, milestones, and target dates are estimates unless expressly guaranteed in writing. Projects involving version upgrades, third-party systems, or legacy code contain inherent variability. Provider shall not be liable for extended timelines caused by legacy system conditions, third-party dependencies, Client delays, or events beyond Provider’s reasonable control.
Reporting and Transparency
Provider shall provide no less than one weekly update summarizing work performed, hours expended, upcoming activities, and identified risks or blockers. Such updates constitute full and sufficient reporting of billable activity unless otherwise agreed in writing.
Acceptance, Go-Live, and Post-Deployment Responsibility
- Prior to any production deployment or “Go-Live,” Provider shall deliver to Client a written Go-Live Checklist identifying the deliverables completed pursuant to the applicable SOW and any executed addendums. Client shall review such checklist promptly and, within five (5) business days of receipt, either (a) execute written acceptance confirming that the identified Services have been delivered in material conformity with the applicable SOW, or (b) provide written notice of any Defects (as defined in Section 8) with reasonable specificity.
- Provider shall remedy verified Defects (as defined in Section 8) at no additional charge, provided such Defects are reported within the five (5) business day review period and are confirmed to be failures of deliverables to materially conform to the express written specifications set forth in the applicable SOW.
- Execution of the Go-Live Checklist shall constitute final acceptance of the Services identified therein, acknowledgment that such Services have been delivered in material conformity with the applicable SOW, confirmation that the system is operational and stable as of the date of acceptance, and authorization for Provider to proceed with production deployment.
- If Client fails to provide written notice of Defects (as defined in Section 8) within five (5) business days of delivery of the Go-Live Checklist, the Services shall be deemed accepted.
- Following acceptance and Go-Live, Provider shall not be responsible for correcting, without charge, any issues, errors, performance degradation, or system behavior changes arising after deployment that were not present and identifiable at the time of acceptance. Any such post-deployment issues shall be treated as new service requests and shall be billable unless otherwise covered by a separate written support agreement.
- For projects delivered in multiple stages or phases, each stage or phase shall be subject to its own Go-Live Checklist and acceptance process. Acceptance of any individual stage or phase shall constitute final acceptance of that stage or phase and shall not delay or condition acceptance of subsequent stages or phases unless expressly agreed in writing. Any modifications, refinements, or enhancements requested following acceptance shall be treated as new or out-of-scope work subject to a separate SOW or addendum.
Effect of Acceptance
Execution of the Go-Live Checklist shall constitute final acceptance of the Services identified therein, acknowledgment that such Services have been delivered in material conformity with the applicable SOW, and authorization for Provider to proceed with production deployment.
Deemed Acceptance
If Client fails to provide written notice of Defects (as defined in Section 8) within five (5) business days of delivery of the Go-Live Checklist, the Services shall be deemed accepted.
Phased and Staged Delivery
For projects delivered in multiple stages or phases, each stage or phase shall be subject to its own Go-Live Checklist and acceptance process. Acceptance of any individual stage or phase shall constitute final acceptance of that stage or phase and shall not delay or condition acceptance of subsequent stages or phases unless expressly agreed in writing. Any modifications, refinements, or enhancements requested following acceptance shall be treated as new or out-of-scope work subject to a separate SOW or addendum.
Intellectual Property
Upon Client’s full payment of all amounts due, Client shall own deliverables created specifically for Client under the applicable SOW. Provider retains ownership of its pre-existing intellectual property, methodologies, templates, tools, know-how, and generalized implementation techniques, and may use non-confidential knowledge gained during the engagement for future clients.
Confidentiality
Each Party shall maintain the confidentiality of non-public, proprietary, or confidential information received from the other Party and shall use such information solely for purposes of performing under this Agreement. These obligations shall survive termination for three (3) years.
Termination
Provider may terminate this Agreement immediately upon written notice if Client fails to pay amounts due, fails to cooperate, or materially breaches this Agreement. Upon termination, all fees for Services performed through the termination date shall become immediately due and payable.
Limitation of Liability
To the maximum extent permitted by law, Provider’s total liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client under the applicable SOW. Provider shall not be liable for indirect, incidental, consequential, special, or lost-profit damages.
Independent Contractor and Non-Solicitation
Provider is an independent contractor. During the term of this Agreement and for twelve (12) months thereafter, Client shall not solicit or hire any employee or contractor of Provider involved in performance of the Services without Provider’s prior written consent.
Assignment and Subcontracting
Provider may assign or subcontract portions of the Services while remaining responsible for performance. Client may not assign this Agreement without Provider’s written consent.
Force Majeure
Neither Party shall be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, infrastructure failures, or third-party hosting outages. Timelines shall extend for the duration of such events.
Dispute Resolution and Governing Law
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the State of Utah under the rules of the American Arbitration Association. This Agreement shall be governed by the laws of the State of Utah.
Entire Agreement
This Agreement, together with all executed Statements of Work and addendums, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
Execution
This page reproduces the standard terms for reference. The binding version is the Client Services Agreement executed by both Parties, together with the Statement of Work for your engagement.
Questions about these terms? Get in touch.