📄 License Terms & Usage Rights

License Terms & Usage Rights

MailDesk — and every other Metzler IT product — is licensed under the Metzler IT Proprietary Software License (MOPL-1.0). When you buy a Metzler IT product, you receive a license to use it, not ownership of the software itself.

This page explains, in plain language, what your license allows, what it does not allow, and how it works. The complete legal text of the license follows at the end of the page.

Please note

The summary below is provided for convenience and easier reading only. The binding agreement is the full Metzler IT Proprietary Software License (MOPL-1.0) printed at the end of this page, together with your Order Documents (quote, order, invoice) and the Website Terms / AGB. If the summary and the full text ever differ, the full text governs.

The license is intended for business customers (B2B) and not for consumers.

The short version

You buy a license to use the software — Metzler IT keeps ownership of the software.
You may use it inside your own company, on the number of Odoo databases you paid for.
You may not copy, resell, share, or reverse-engineer it.
Your business data stays yours; the software stays Metzler IT's.

What you may do

Under your license, you may:

Install and use the software on your licensed production database — by default one (1) productive Odoo database, or the number stated in your order.
Use it in non-production environments — development, staging, testing, QA, disaster-recovery, sandbox, demo and training — that support your licensed live use.
Let your employees and contractors (and hosting providers acting for you) use the software for your company's internal business purposes.
Make backup copies as needed to secure your use, keeping all license and copyright notices intact.
Use any third-party components shipped with the product under their own separate licenses.

What you may not do

Without Metzler IT's written permission, you may not:

Sell, resell, sublicense, rent, lend, publish or otherwise distribute the software, in whole or in part.
Offer the software to third parties as a SaaS, managed service, service bureau, or white-label product.
Run the software on more productive databases than your license covers, or outside your own organisation.
Modify the software and pass the changes on — internal technical changes for your own use are allowed, but distributing modified versions is not.
Reverse-engineer, decompile, disassemble or deobfuscate the software, except the narrow extent German law (UrhG sections 69d/69e) makes mandatory.
Remove or disable license keys, activation controls, copyright notices, or protection measures, including the SPDX licence identifier.
Upload the software to public code repositories, marketplaces, app stores, package registries or AI-training datasets. Private, access-restricted backup repositories for your own internal use are allowed.
Bypass or tamper with the license-verification mechanism.
Use the software or its confidential internals to build a competing product.
Use the software in any way that breaks the law, export controls or sanctions.

How your license works

Subscription or perpetual

Your order determines the model:

Subscription — your license is valid for as long as your subscription is paid and active.
Perpetual (one-time purchase) — your license continues indefinitely, unless the agreement is terminated for good cause.

Activation

After purchase you receive a license key by email and activate your installation once. The step-by-step instructions are in the License & Activation Guide.

License check & data

To confirm your license stays valid, the software performs a periodic background license check with Metzler IT. For this it transmits only the data needed for license administration, fraud prevention and security — for example a database identifier, an instance identifier, the software version, your license identifier, technical metadata, timestamps and the request's IP address.

Metzler IT processes this data on the legal basis of contractual necessity and legitimate interests. Full details are in the privacy information.

Who owns the software

The software belongs to Metzler IT. All intellectual property — source code, design, trademarks, know-how — stays with Metzler IT and its licensors.
You receive a limited right to use it, nothing more. Buying a license does not transfer ownership.
Your business data stays yours. You remain responsible for the data you enter into the software.
If you send Metzler IT feedback or ideas, Metzler IT may use them freely to improve the product.

Staying within your license

To make sure the software is used within the agreed scope:

You keep basic records of how many productive databases you run.
Metzler IT may ask, at most once a year, for a short written confirmation that you are within your licensed scope.
If there is reasonable evidence of a serious breach, Metzler IT may carry out a compliance review with at least 30 days' notice.
If a review shows you are under-licensed, you correct it, pay the fees for the extra use, and cover the reasonable review costs.

When the license ends

A subscription license ends when the subscription ends.
Either side may terminate for good cause (a serious breach), normally after written notice and at least a 14-day chance to fix the problem.
Metzler IT may suspend updates, activation, validation or support during a serious payment default or breach.
When the license ends, you stop using the software and delete copies you are no longer entitled to keep. Ordinary archive backups may be kept until they are overwritten in the normal cycle.

Warranty & liability

The software is provided "as is". Metzler IT does not guarantee it is error-free or fits every possible setup, beyond what the documentation and your order promise.
Metzler IT's liability is capped at the fees you paid in the last 12 months, or the one-time fee for a perpetual license.
These limits do not apply to intent or gross negligence, injury to life, body or health, claims under the German Product Liability Act, or an express written guarantee.

This is a brief summary — see sections 10 and 13 of the full license for the exact wording.

Legal basis & contact

License: Metzler IT Proprietary Software License v1.0 (MOPL-1.0), effective 1 May 2026.
Governed by the law of the Federal Republic of Germany; the English version of the license prevails.
For business customers only — not for consumers.

Full license text

The following is the complete and binding text of the Metzler IT Proprietary Software License. The plain-language summary above does not replace it.

METZLER IT PROPRIETARY SOFTWARE LICENSE (MOPL-1.0)

Version 1.0
Effective: 1 May 2026
Copyright (C) 2026 Metzler IT GmbH. All Rights Reserved.

PREAMBLE

This Metzler IT Proprietary Software License version 1.0 ("MOPL-1.0" or this "Agreement") is a legally binding agreement between Metzler IT GmbH ("Licensor") and the legal person, partnership, sole proprietor, or other entity acquiring, licensing, downloading, installing, activating, accessing, or using the Software ("Licensee").

This Agreement is intended exclusively for business customers acting in the exercise of their trade, business, craft, or profession, including entrepreneurs within the meaning of section 14 of the German Civil Code (Buergerliches Gesetzbuch, "BGB"), and not for consumers within the meaning of section 13 BGB.

This Agreement applies where it is made available to the Licensee before or at the time of contracting or use, including by hyperlink or reference on a product page, quote, order form, checkout page, customer portal, invoice, download page, or accompanying documentation. By submitting an order that references this Agreement, accepting a quote or order confirmation, checking an acceptance box where implemented, downloading, installing, activating, accessing, or using the Software, the Licensee agrees to be bound by this Agreement.

1. DEFINITIONS

1.1 "Software" means the software product identified in the applicable Order Documents, in source code, object code, obfuscated code, or any other machine-readable form, together with updates, upgrades, patches, related documentation, and accompanying files provided by Licensor under this Agreement, but excluding Third-Party Components.

1.2 "Third-Party Components" means third-party software, open-source software, libraries, frameworks, fonts, assets, or other materials that are included in, bundled with, linked to, or required by the Software and that are licensed under separate license terms.

1.3 "Order Documents" means the product page, quotation, offer, checkout page, order form, invoice, order confirmation, subscription order, reseller order, or other commercial document identifying the Software, scope, fees, and commercial model.

1.4 "Website Terms" means Licensor's generally applicable website terms, sales terms, or general terms and conditions published at https://mit-odoo.de/agb or a successor URL designated by Licensor.

1.5 "Licensed Production Database" means the number of productive Odoo database instances expressly stated in the Order Documents. If the Order Documents do not state a number, the permitted number is one (1) productive Odoo database instance.

1.6 "Authorized Non-Production Environments" means internal development, staging, testing, quality-assurance, disaster-recovery, sandbox, demo, and training environments of the same Licensee that directly support the licensed productive use of the Software and are not used as a substitute for unlicensed productive deployment for third parties.

1.7 "Subscription Term" means the active paid period of a subscription-based commercial model, if the Order Documents specify a subscription.

1.8 "Documentation" means product descriptions, user manuals, installation guides, release notes, support policies, and other written materials made available by Licensor for the Software.

1.9 "Cardinal Duty" (wesentliche Vertragspflicht) means an obligation the fulfillment of which is essential for the proper performance of this Agreement and on whose observance the Licensee may regularly rely.

1.10 "UrhG" means the German Copyright Act (Urheberrechtsgesetz).

1.11 "GDPR" means Regulation (EU) 2016/679.

2. ORDER OF DOCUMENTS

2.1 The Order Documents, this Agreement, the Website Terms, and, where applicable, a data processing agreement or support agreement, together form the contractual framework for the Software.

2.2 In the event of a conflict:

(a) individual negotiated terms in the Order Documents prevail over this Agreement, except where the Order Documents expressly defer to this Agreement for licensing scope or intellectual property matters;

(b) this Agreement prevails over the Website Terms with respect to the scope of license, use restrictions, intellectual property, and software-specific compliance obligations; and

(c) the Website Terms prevail over this Agreement with respect to checkout mechanics, payment processing, taxes, invoicing, withdrawal rights if any mandatory law applies, and general commercial terms, unless expressly stated otherwise in the Order Documents.

2.3 Individual agreements (Individualabreden) within the meaning of section 305b BGB take precedence.

3. LICENSE GRANT

3.1 Subject to full payment of applicable fees, if any, and the Licensee's continuous compliance with this Agreement and the Order Documents, Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to:

(a) install, execute, display, and internally use the Software on the permitted number of Licensed Production Databases;

(b) install, execute, display, test, and internally use the Software in Authorized Non-Production Environments; and

(c) permit the Licensee's employees, contractors, and hosting providers acting solely on the Licensee's behalf and under appropriate confidentiality obligations to access and use the Software only for the Licensee's internal business purposes within the licensed scope.

3.2 If the Order Documents specify a subscription-based commercial model, the license granted in section 3.1 continues only for the applicable Subscription Term. If the Order Documents specify a perpetual or one-time commercial model, the license granted in section 3.1 continues for an indefinite period unless terminated in accordance with this Agreement.

3.3 The Licensee may make backup copies of the Software only to the extent necessary to secure future use in accordance with section 69d(2) UrhG. All copies must retain all proprietary and license notices.

3.4 No rights are granted by implication, estoppel, exhaustion beyond the mandatory scope of applicable law, or otherwise. All rights not expressly granted are reserved by Licensor.

4. THIRD-PARTY COMPONENTS

4.1 Third-Party Components are licensed to the Licensee under their respective license terms, not under this Agreement.

4.2 To the extent a Third-Party Component license grants the Licensee rights broader than this Agreement for that component, the Third-Party Component license governs that component only.

4.3 Nothing in this Agreement limits the Licensee's rights under mandatory open-source licenses applicable to Third-Party Components.

5. RESTRICTIONS

The Licensee shall not, and shall not permit any third party to:

(a) copy, distribute, publish, sublicense, lease, rent, sell, assign, resell, pledge, or otherwise transfer the Software, in whole or in part, except as expressly permitted by this Agreement or mandatory applicable law;

(b) use the Software to provide a software-as-a-service, managed service, service bureau, timesharing, outsourcing, white-label, or similar offering to third parties, except where such use is expressly authorized in the Order Documents;

(c) use the Software on productive Odoo database instances in excess of the licensed quantity or outside the Licensee's own organization, except as expressly authorized in writing by Licensor;

(d) modify, adapt, translate, arrange, create derivative works from, or otherwise alter the Software, except:

(i) to the extent the Software is technically modifiable and such modification is performed solely for the Licensee's own internal use; and

(ii) to the extent expressly permitted by sections 69d and 69e UrhG or other mandatory applicable law that cannot be contractually waived;

(e) distribute, disclose, commercialize, or make available to any third party any modified, adapted, translated, or derivative version of the Software without Licensor's prior written consent;

(f) reverse engineer, decompile, disassemble, deobfuscate, decrypt, or otherwise attempt to derive source code, source structure, algorithms, or non-public interfaces of the Software, except to the limited extent expressly permitted by sections 69d and 69e UrhG or other mandatory applicable law that cannot be contractually waived. If the Licensee believes decompilation under section 69e UrhG is necessary to achieve interoperability with an independently created program, the Licensee shall first request the necessary information from Licensor in writing;

(g) remove, alter, disable, circumvent, or obscure any proprietary notice, copyright notice, license notice, watermark, attribution, license key, activation control, or technical protection measure embedded in or supplied with the Software, including the SPDX identifier "LicenseRef-MetzlerIT-1.0";

(h) upload, mirror, host, or otherwise make the Software available on any public or third-party code repository, marketplace, app store, file-sharing service, package registry, model-training dataset, or similar distribution channel, except private repositories used solely by the Licensee for lawful internal backup and deployment within the licensed scope and with access restricted to persons permitted under section 3.1(c);

(i) use the Software or confidential information derived from the Software to develop, market, or distribute a product that substantially reproduces the Software or its non-public architecture, except to the extent such restriction is unenforceable under mandatory law; or

(j) use the Software in violation of applicable law, export controls, sanctions, or third-party rights.

6. DELIVERY FORMAT AND SOURCE MATERIALS

6.1 The Software may be delivered in source-code form, object-code form, obfuscated form, compiled form, or any combination thereof, as determined by Licensor or stated in the Order Documents.

6.2 Except to the extent expressly stated in the Order Documents, Licensor has no obligation to provide:

(a) source code not included in the delivered copy of the Software;

(b) unobfuscated source-equivalent materials, development files, comments, test suites, build pipelines, design files, internal tooling, version history, or engineering documentation; or

6.3 Mandatory rights of the Licensee under sections 69d and 69e UrhG remain unaffected.

7. INTELLECTUAL PROPERTY

7.1 The Software, Documentation, and all intellectual property rights therein and thereto, including copyrights, database rights, trade secrets, trademarks, and know-how, are and remain the sole and exclusive property of Licensor and its licensors.

7.2 This Agreement grants a limited license only and does not transfer any title, ownership, or other proprietary interest to the Licensee.

7.3 Feedback, suggestions, ideas, enhancement requests, or other input provided by the Licensee regarding the Software may be used by Licensor without restriction, without attribution, and without compensation, provided Licensor is not permitted to disclose the Licensee's confidential information in breach of section 11.

8. LICENSE VERIFICATION AND TELEMETRY

8.1 The Software may contain technical mechanisms to validate license status, activation, version compatibility, security status, or contractual scope.

8.2 For those purposes, the Software may communicate with systems operated by or for Licensor and may transmit only such data as is reasonably necessary for license administration, fraud prevention, software security, support readiness, and contractual performance, which may include a database identifier, instance identifier, installed Software version, license or subscription identifier, technical environment metadata, timestamps, and the source IP address of the request.

8.3 Where GDPR or equivalent data-protection law applies, Licensor processes such validation and telemetry data as an independent controller for the purposes described in section 8.2 on the basis of contractual necessity and, where applicable, legitimate interests. Current privacy information is available at https://mit-odoo.de/datenschutz or a successor URL.

8.4 The Licensee shall not interfere with, disable, bypass, falsify, or materially impair the mechanisms described in this section 8.

8.5 Licensor shall retain validation and telemetry data no longer than reasonably necessary for the purposes described in section 8.2, subject to legal retention obligations and legitimate evidentiary needs.

9. RECORDS AND COMPLIANCE VERIFICATION

9.1 The Licensee shall maintain accurate records reasonably sufficient to demonstrate compliance with the licensed scope, including the number of productive deployments and the identity of the licensed customer entity.

9.2 No more than once per calendar year, and additionally upon reasonable grounds to suspect material non-compliance, Licensor may request a written self-certification of compliance from the Licensee.

9.3 If the Licensee fails to provide a materially accurate self-certification within a reasonable period, or if objective evidence indicates material non-compliance, Licensor may, upon at least thirty (30) days' prior written notice, conduct a remote or document-based compliance review, or appoint an independent auditor bound by confidentiality to do so, during normal business hours and in a manner that reasonably minimizes disruption.

9.4 If a review reveals material under-licensing or other material non-compliance, the Licensee shall promptly cure the non-compliance and reimburse Licensor for reasonable external audit costs actually incurred, in addition to paying the applicable fees for the excess use.

10. WARRANTY

10.1 Unless and to the extent expressly stated otherwise in the Order Documents or mandatory applicable law, the Software is provided "as is" and "as available".

10.2 Licensor does not warrant that the Software will be uninterrupted, error-free, compatible with every third-party module, customization, infrastructure, hosting stack, or jurisdiction-specific workflow, or fit for the Licensee's particular business purposes beyond the Documentation or express written commitments in the Order Documents.

10.3 Nothing in this section 10 limits any express warranty or support commitment expressly set out in the Order Documents or Website Terms, or any mandatory statutory rights that cannot be excluded.

11. CONFIDENTIALITY

11.1 Each party shall treat as confidential all non-public technical, commercial, and legal information disclosed by the other party in connection with the Software and marked as confidential or reasonably understood to be confidential by its nature.

11.2 The Licensee shall in particular protect non-public parts of the Software, activation methods, licensing logic, pricing not publicly disclosed by Licensor, and any non-public Documentation as confidential information of Licensor.

11.3 The obligations in this section 11 do not apply to information that the receiving party can demonstrate:

(a) is or becomes publicly available without breach of this Agreement;

(b) was lawfully known to the receiving party before disclosure;

(d) is independently developed without use of the disclosing party's confidential information.

11.4 A receiving party may disclose confidential information to the extent required by law, court order, or regulatory authority, provided it gives prior notice where legally permissible and reasonably cooperates with efforts to limit the disclosure.

12. DATA PROTECTION

12.1 Each party shall comply with the data-protection laws applicable to it.

12.2 Where Licensor processes personal data on behalf of the Licensee within the meaning of article 28 GDPR or equivalent law, the parties shall enter into a separate data processing agreement before such processing begins.

12.3 Unless otherwise expressly agreed in writing, the Licensee remains solely responsible for the lawfulness of its use of the Software and for the data entered into, stored in, or otherwise processed through the Software in its own environment.

13. LIMITATION OF LIABILITY

13.1 Subject to sections 13.2 and 13.3, Licensor's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), under statute, or on any other legal basis, shall not exceed the total fees paid or payable by the Licensee for the Software during the twelve (12) months preceding the event giving rise to the claim. If the commercial model is a one-time perpetual license, the liability cap is the fees paid for the affected Software license.

13.2 Where Licensor breaches a Cardinal Duty by simple negligence, liability is limited to the damage that was typical and foreseeable at the time of contracting.

13.3 The limitations in sections 13.1 and 13.2 do not apply to liability:

(a) for intent (Vorsatz) or gross negligence (grobe Fahrlaessigkeit);

(b) for injury to life, body, or health;

(d) under an express written guarantee (Garantie); or

(e) under any mandatory law that cannot be limited by contract.

13.4 Subject to section 13.3 and to the maximum extent permitted by applicable law, Licensor shall not be liable for indirect, consequential, incidental, punitive, or special damages, loss of profits, loss of revenue, loss of business opportunity, reputational harm, loss of data, or business interruption.

13.5 Strict liability under section 536a(1) Alt. 1 BGB for defects already existing at the time of conclusion of the contract is excluded.

14. TERM AND TERMINATION

14.1 This Agreement begins when the Licensee first accepts it or first downloads, installs, activates, accesses, or uses the Software, whichever occurs first.

14.2 If the commercial model is subscription-based, this Agreement remains in force for the applicable Subscription Term unless earlier terminated in accordance with this Agreement. If the commercial model is perpetual, this Agreement remains in force until terminated.

14.3 Either party may terminate this Agreement for good cause (wichtiger Grund), including material breach by the other party, in accordance with section 314 BGB. Except where notice and cure are unreasonable or futile under section 314(2) BGB, the terminating party shall first provide written notice of the breach and a reasonable cure period of at least fourteen (14) days.

14.4 Licensor may suspend access to updates, activation, validation, or support services during a material payment default or a material breach of this Agreement, if and to the extent such suspension is reasonable and proportionate under the circumstances.

14.5 Upon termination or expiry of this Agreement, all rights granted under section 3 immediately cease, except to the extent the Order Documents expressly provide for a perpetual paid-up license that survives expiry of a support or subscription component.

14.6 Upon termination or expiry, the Licensee shall cease unlicensed use of the Software and delete or destroy copies of the Software that are no longer lawfully retained, provided that archival backups created in the ordinary course of business may be retained until overwritten or deleted in the regular retention cycle and may not be restored except where required by law or for disaster recovery.

15. AMENDMENTS

15.1 Licensor may amend this Agreement from time to time for future transactions or renewals.

15.2 Amended terms apply to an existing Licensee only upon renewal, expansion, upgrade, additional purchase, or other new Order Documents entered into on or after the effective date of the amended terms, unless mandatory law permits amendment by notice for ongoing subscription relationships.

16. ASSIGNMENT

16.1 The Licensee may not assign, transfer, delegate, or otherwise dispose of this Agreement or any rights under it without Licensor's prior written consent, except as part of a merger or sale of substantially all assets of the Licensee and only if the assignee accepts this Agreement in writing and no prohibited multiple use arises.

16.2 Licensor may assign this Agreement, in whole or in part, to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, upon notice to the Licensee.

17. EXPORT CONTROL AND SANCTIONS

17.1 The Licensee shall comply with all applicable export control, re-export, customs, and sanctions laws and regulations, including those of the European Union, the Federal Republic of Germany, the United Nations, the United Kingdom, and, where applicable, the United States.

17.2 The Licensee represents that it is not, and is not owned or controlled by, a sanctioned person and will not make the Software available to any sanctioned person or for any prohibited end use.

18. FORCE MAJEURE

18.1 Neither party is liable for delay or failure to perform obligations, except payment obligations, to the extent caused by circumstances beyond its reasonable control, including war, terrorism, civil unrest, sanctions, embargoes, governmental action, labor disputes, widespread internet or telecommunications outages, major cloud-provider outages, natural disasters, fire, flood, pandemic events, or failures of third-party suppliers.

18.2 The affected party shall notify the other party without undue delay and use commercially reasonable efforts to mitigate the impact.

19. TRADEMARKS

19.1 "Metzler IT", "MIT", "MailDesk", and related marks are trademarks or business identifiers of Licensor or its affiliates.

19.2 Except for truthful nominative use reasonably necessary to identify the Software as deployed by the Licensee, no trademark license is granted.

20. GOVERNING LAW AND JURISDICTION

20.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules.

20.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

20.3 If the Licensee is a merchant (Kaufmann), a legal person under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is the registered seat of Licensor. Licensor may also bring proceedings at the Licensee's general place of jurisdiction. Otherwise, statutory jurisdiction rules apply.

21. LANGUAGE

21.1 This Agreement is concluded in English.

21.2 Licensor may provide translations for convenience only. In the event of any inconsistency between the English version and a translation, the English version prevails, except where mandatory law of a relevant jurisdiction requires the local-language version to prevail.

22. MISCELLANEOUS

22.1 This Agreement, together with the applicable Order Documents, Website Terms, and any data processing agreement or support agreement expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements on the same subject matter.

22.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid or unenforceable provision shall be replaced, to the extent possible, by a valid provision that most closely reflects the commercial intent of the original provision.

22.3 Failure or delay by either party to enforce any right does not constitute a waiver of that right.

22.4 Amendments, supplements, notices, approvals, and consents under this Agreement must be made in text form within the meaning of section 126b BGB unless a stricter form is required by mandatory law.

23. CONTACT AND IMPRINT

Licensor:
Metzler IT GmbH
Faehrstrasse 35
21502 Geesthacht
Germany

Registered with the commercial register of Amtsgericht Luebeck
HRB 24457 HL

Managing Directors:
Alexander Metzler
Andreas Metzler

VAT identification number:
DE322840183

Email: [email protected]
Web: https://mit-odoo.de
Terms: https://mit-odoo.de/agb
Privacy: https://mit-odoo.de/datenschutz

SPDX-License-Identifier: LicenseRef-MetzlerIT-1.0