Master Service Agreement

Effective Date: April 2026

This Master Service Agreement ("Agreement") is entered into between DewWow LLC ("DewWow," "Provider," "we," "us"), a Wisconsin limited liability company, and the client identified on the applicable order or quotation ("Client," "you"). By signing a quotation, purchasing a prepaid hour pack, or engaging DewWow for services, you agree to the terms of this Agreement.

1. Scope of Services

DewWow provides Odoo consulting services including but not limited to: implementation, configuration, customization, custom development, data migration, system integration, training, coaching, and ongoing support ("Services"). Specific deliverables, timelines, and scope for each engagement will be defined in individual quotations or statements of work ("SOW") that reference this Agreement.

Services are delivered remotely from our Wisconsin office unless onsite consulting is specifically requested and agreed upon in writing.

2. Prepaid Hour Packs

Client may purchase prepaid consulting hour packs. Hours are tracked via the Client's project portal and deducted as work is completed. Time is tracked in 15-minute increments.

Prepaid hours expire 12 months from the date of purchase. Unused hours are not transferable to other clients or entities. DewWow will notify Client when their balance reaches 20% of the original pack.

3. Fees and Payment

Prepaid Packs: Payment is due in full at the time of purchase.

Custom Engagements: For work invoiced outside of prepaid packs, payment is due within fourteen (14) days of the invoice date.

Late Payment: A late fee of 1.5% per month (18% annually) will be applied to past-due balances. DewWow reserves the right to suspend Services for accounts more than 30 days past due.

All sales are final. No refunds will be issued for prepaid hour packs or completed work.

4. Client Responsibilities

Client agrees to:

Provide timely access to systems, environments, data, and personnel required for DewWow to deliver Services
Designate a primary point of contact with decision-making authority
Review and provide feedback on deliverables within five (5) business days of submission
Maintain independent backups of all Client data and systems
Obtain and maintain all necessary licenses for Odoo and third-party software

Delays caused by Client (including late feedback, access delays, or scope changes) may extend delivery timelines and do not extend the expiration of prepaid hours.

5. Change Management

Changes to the scope of an active engagement must be requested in writing. DewWow will assess the impact on timeline and hours, and provide an updated estimate. Additional hours beyond the original scope will be deducted from the Client's prepaid pack or invoiced at the then-current hourly rate.

6. Intellectual Property

Client Work Product: Custom code, configurations, reports, and deliverables created specifically for Client belong to Client upon full payment of all associated fees.

DewWow Property: DewWow retains ownership of all pre-existing tools, methodologies, frameworks, templates, and general knowledge. DewWow may reuse non-client-specific solutions, techniques, and patterns developed during the engagement.

Third-Party Software: Odoo software and third-party modules are subject to their respective license agreements. This Agreement does not transfer any third-party intellectual property rights.

7. Confidentiality

Each party agrees to hold in confidence all non-public information received from the other party ("Confidential Information"), including business data, system credentials, technical specifications, and pricing.

Confidential Information may only be used for the purpose of performing under this Agreement and may not be disclosed to third parties without prior written consent. This obligation survives termination of this Agreement for a period of two (2) years.

8. Data Handling

DewWow may access Client data and systems solely to perform the Services. Client is responsible for ensuring that any data shared complies with applicable privacy laws. DewWow will not sell, share, or use Client data for any purpose other than delivering the Services.

Upon termination or completion of Services, DewWow will delete or return all Client data in its possession within thirty (30) days upon written request.

9. Warranties and Disclaimer

DewWow warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED, DEWWOW MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DEWWOW DOES NOT WARRANT THAT ODOO SOFTWARE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

10. Limitation of Liability

IN NO EVENT SHALL DEWWOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

DEWWOW'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DEWWOW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

Client agrees to indemnify and hold harmless DewWow from any claims, damages, or expenses arising from Client's use of the Services, Client's data, or Client's violation of applicable laws or third-party rights.

12. Onsite Consulting

For onsite engagements, travel time is billed against the Client's hour pack at the standard rate. Travel expenses (mileage at the current IRS rate, lodging, meals, and incidentals) are billed separately at cost and are not deducted from the hour pack.

13. Term and Termination

This Agreement is effective upon execution and remains in effect until all prepaid hours are consumed or expired, or until terminated by either party.

Either party may terminate this Agreement with thirty (30) days written notice. Upon termination, Client will pay for all Services rendered through the termination date. No refunds will be issued for unused prepaid hours.

Sections 3, 6, 7, 8, 9, 10, 11, and 14 survive termination of this Agreement.

14. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law provisions.

Any dispute arising under this Agreement shall first be subject to good faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved in the state or federal courts located in Waukesha County, Wisconsin.

15. General Provisions

Entire Agreement: This Agreement, together with any quotations and SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements.

Amendment: This Agreement may only be modified in writing signed by both parties.

Assignment: Neither party may assign this Agreement without the other party's written consent.

Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control.

Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

Independent Contractor: DewWow is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship.

16. Contact

DewWow LLC
1231 S Rochester St, Suite L20
Mukwonago, WI 53149
sales@dewwow.com