Legal

Terms and Conditions

for the use of NetCell MailGuard. As of: May 2026.

§ 1 Scope

(1) These Terms and Conditions (T&C) apply to all contracts between NetCell-IT, Felix Netzel, In der Wüste 23a, 51381 Leverkusen, Germany (hereinafter "Provider") and its customers concerning the use of the software NetCell MailGuard (hereinafter "Software") and related services.

(2) Deviating or supplementary terms of the customer do not become part of the contract unless the Provider expressly agrees in writing.

(3) The Software is intended exclusively for entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) as well as for legal entities under public law and special funds under public law.

§ 2 Subject of the contract

(1) The Provider grants the customer the right to use NetCell MailGuard on the customer's own servers or own cloud infrastructure. The Provider does not offer SaaS or hosting — the Software runs exclusively on infrastructure provided by the customer.

(2) The functional scope is governed by the chosen licence model (see § 3).

(3) The Software is a security and filtering tool for email traffic (SMTP security gateway). It is intended to help the customer check inbound and outbound mail for spam, phishing and malware. The Provider does not guarantee complete detection of all threats — this is not possible at the current state of the art.

§ 3 Licence models

(1) The Provider offers the following licence models:

  • Free licence: free forever, covers 1 domain on 1 server. Includes all 14 detection layers, sandbox detonation, external threat feeds, DKIM/DMARC, audit log and GDPR tools. Not included: cluster HA (more than 1 server), end-user quarantine portal with daily digest, white-label branding, reporting (PDF profiles, domain reports) and REST-API write endpoints (read remains open). One Free licence per registered email address.
  • Pro licence: paid. The customer chooses the number of domains and the number of cluster nodes at the time of order. Domain tier prices: 10 / 25 / 50 / 100 / 250 domains at EUR 29 / 69 / 129 / 229 / 499 per month net respectively. Each additional cluster node (from the 2nd onwards) adds EUR 10/month. Default configuration in the shop is 25 domains + 3 nodes (HA) = EUR 89/month. Pro contains the full functional scope including all Free features plus cluster HA, end-user quarantine portal with daily digest, white-label branding, reporting, REST-API (full read+write), multi-domain with per-domain policies, immediate updates and email support with response within 48 hours.
  • Custom licence: individual agreement for customers with special requirements (more than 250 domains, more than 10 cluster nodes, SLA with response-time guarantee, phone support, on-premise perpetual licence, reseller contracts with multi-cluster licensing, white-label without provider credit, SIEM integration, custom integrations). Terms are agreed separately in writing.

(2) Trial mode: on first installation of the Software on a new machine, the Software runs for 30 days automatically in trial mode with the full feature scope of a Pro licence. Trial mode requires no order and no licence key; it is tracked locally by the Software using the install date. After 30 days a Free or Pro licence is required to keep mail flowing. Renewal of trial mode is not provided for.

(3) The applicable functional scope is determined by the licence file issued by the Provider. The limits encoded in the licence file (max_domains, max_nodes, max_activations) are enforced server-side.

§ 4 Conclusion of contract and licence acquisition

(1) The contract is concluded by activation of the licence and subsequent confirmation by email. For paid licences the contract becomes effective upon payment.

(2) Free licences are obtained via the Provider's website by email registration. Pro licences are ordered via the Provider's shop at https://control.netcell-it.com/shop/products/netcell-mailguard-pro; at the time of order the customer chooses the domain and cluster-node count, which is encoded in the licence file.

(3) Custom licences require a separate written contract.

§ 5 Fees and payment terms

(1) For paid licences, billing is made in advance per billing period (monthly or yearly). The fee is due upon conclusion of the contract and payable within 14 days of invoicing.

(2) All prices are net, plus the statutory value-added tax in force at the time.

(3) Payment is made by SEPA direct debit, credit card or bank transfer. For recurring payments (monthly or yearly billing), the period is debited automatically at the start of the period.

(4) In the event of payment default, the Provider is entitled to deactivate the licence temporarily until the default is remedied. Mail flow is not interrupted immediately, but updates and threat-intel feeds are paused until payment.

§ 6 Licence validation and phone-home

(1) The Software periodically (typically every 24 hours) contacts the Provider's licence server at license.netcell-it.com to verify licence validity.

(2) The validation transmits: licence key, hardware fingerprint of the server, number of configured domains (as a usage counter), software version. No content of the email processed by the Software is transmitted.

(3) If the licence server is unreachable for an extended period (over 14 days), the Software switches to limited operation mode. The customer is notified in the web UI.

(4) For Custom licences with on-premise perpetual model the phone-home is omitted on request.

§ 7 Term and termination

(1) Trial mode ends automatically on day 31 after first installation without notice. Renewal of trial mode is not provided for; after expiry a Free or Pro licence is required to keep mail flowing.

(2) Free licences are free forever and may be deactivated by the customer at any time or replaced by a Pro licence. No notice period applies.

(3) Pro licences with monthly billing may be terminated with one month's notice to the end of the respective billing period. Pro licences with annual billing renew automatically by one year unless terminated at the latest three months before the end of the contract term. Upgrading the Pro licence to a higher domain or node tier is possible at any time; the difference is charged pro rata for the running billing period.

(4) Custom licences are governed by the individual contract.

(5) Termination requires text form (email is sufficient).

(6) The right to extraordinary termination for cause remains unaffected.

§ 8 Customer obligations

(1) The customer is responsible for:

  • providing suitable server infrastructure
  • configuring the Software properly according to the documentation
  • setting up the related DNS records (MX, SPF, DKIM, DMARC)
  • processing personal data of mail filtered by the Software in compliance with applicable law (the customer is the controller within the meaning of the GDPR — see privacy notice section 11)
  • regular security updates of the server infrastructure
  • lawful licence usage — no multiple registrations under false email addresses to circumvent licence limits

§ 9 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, in accordance with the German Product Liability Act, and to the extent of a guarantee assumed by the Provider.

(2) For slightly negligent breaches of essential contractual obligations the Provider's liability is limited to the foreseeable damage typical for the contract. Essential contractual obligations are those whose fulfilment is what defines the contract and on which the customer is entitled to rely.

(3) Otherwise liability for slight negligence is excluded.

(4) The Software is an auxiliary tool for detecting spam, phishing and malware. The Provider does not guarantee that all threats are detected. The customer is obliged to take complementary security measures (endpoint protection, training, regular backups).

(5) For damage caused by undetected threats, the Provider is liable only within the scope of paragraphs 1 to 3.

§ 10 Changes to the T&C

(1) The Provider is entitled to amend these T&C insofar as this is necessary for legal reasons or the change is reasonable for the customer and the main contractual obligations remain unaffected.

(2) The customer is informed of any changes at least 30 days before they take effect, by email. If the customer does not object within this period, the change is deemed accepted. The right to object and the consequences of silence are pointed out in the notification.

§ 11 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of performance and exclusive place of jurisdiction for all disputes is — to the extent legally permissible — Cologne, Germany.

(3) Should individual provisions of these T&C be invalid, this does not affect the validity of the remaining provisions.

(4) No oral side agreements exist. Amendments and additions require text form.

(5) This English version is provided for convenience. In case of conflict the German original (Allgemeine Geschäftsbedingungen) prevails.

As of: May 2026. Earlier versions can be requested from the Provider.