A new OpenERP product and license

by Rob Martin on

Highly readable version

Last Friday (June 24, 2011) under an unassuming headline 'Improved OpenERP Website',[1] OpenERP announced the new Enterprise edition of the OpenERP software. The response among community members was swift. Two topics attracted most of the conversation: the new OpenERP AGPL + Private Use license[2] available only to Enterprise edition customers, and apparent policy changes regarding security alerts.

The OpenERP AGPL + Private Use license

Essentially, OpenERP SA has introduced a dual licensing model for the OpenERP program.

  • Download the community version and the code is strictly licensed under the GNU Affero Public License[3], which is much like the GNU General Public License[4] except that it closes what is sometimes called the “Application Service Provider Loophole”.
  • Subscribers of the OpenERP Enterprise Edition receive much the same code as the community users, but they are conveyed the right to create “private modules”. These modules are meant for companies that need to include confidential data and/or business practices in their customizations to the program. This second, private license grants such users an exception to the AGPL so that they are not required to distribute that sensitive code to users of the system, but only under very limited circumstances.

I have no doubt this additional license addresses a need or meets a demand among some users of OpenERP. Certainly I can see how it might desirable, or even necessary in some applications. Nonetheless, members of the OpenERP community raised serious concerns about this announcement.

The right to license

OpenERP SA owns the rights to a significant portion of the source code for the OpenERP system. However, portions of the core code for OpenERP, and the vast majority of the 1,200 modules for OpenERP, were written by developers who have not handed their rights over to OpenERP SA. As such, these developers have the right to release their code as they choose. In fact, they have exercised that right in releasing their code under the GNU AGPL license, which is why their modules can be distributed along with the rest of the OpenERP system.

For clarity I should note that all OpenERP modules must be licensed under the AGPL, as they are derivative works of OpenERP, which is released under the AGPL license. (There is an exception for GPL licensed code; more below.) This isn’t to say that anyone anywhere should have access to the source code for any custom OpenERP module ever written, but because OpenERP itself is released under the AGPL, the users of any given OpenERP system have the right to the source code for the entire system including the custom modules.

It is unclear at this point exactly what code OpenERP SA will be offering under this new dual license. It could be as described above – only including core code and modules to which OpenERP owns all the rights. It’s my opinion (and I am not a lawyer) that they could license a system comprised only of OpenERP SA code under any license they wish. But some community members fear it will include work they created, relicensed without their permission.

One basis for this concern is that OpenERP SA code, without modules and base code contributed by community developers, may be insufficient for building an effective ERP system. If this is the case, every Enterprise edition installation will include community code.

Another basis for this concern might be drawn from the new dual license itself. In reviewing the text of their OpenERP AGPL + Private Use license, some of the terms seem to include code created by the community.

Under section 0, Additional Definitions, the license defines Program to include all components without limitation (emphasis is mine):

In the context of this License, the Program refers to OpenERP including all its components: client programs, server system, modules, etc. “OpenERP modules” are extensions to the Program that can be activated separately.

Under section 1, Exceptions to section 13 of the GNU AGPL, describing the conditions required for the exception, the license implies that OpenERP SA is the original licensor of the program defined to include all components in section 0 (again, emphasis is mine):

\a. You have received written permission to do so from the original licensor of the Program, OpenERP S.A.

\b. You do not convey the covered work.

One could read this as OpenERP SA claiming licensing rights to code written by the community, and several developers in the community interpreted the announcement in exactly this way.

Compatible licenses

Under the terms of the dual license, nearly all of the code distributed to an Enterprise edition subscriber is licensed AGPL. The subscriber then has the option of creating a derived work (in the form of a module that extends the functionality of the system) that is not open source. Under the GPL this is clearly allowed. The Free Software Foundation has made this clear in the Frequently Asked Questions about the GNU Licenses:[5] ”The GPL does not require you to release your modified version, or any part of it. You are free to make modifications and use them privately, without ever releasing them.” In fact, OpenERP’s language even parallels that of the Free Software Foundation in terming the license “AGPL + Private Use”.

If OpenERP were released under the GPL (as it used to be), private use of modified source code could cover Application Service Providers offering the program as a service over a network, and then the provider would not be required to offer their customers the source code for the program. OpenERP base code and all modules, however, are released under the Affero GPL license that plugs the Application Service Provider loophole. Users of the system, even those accessing it as an online service, must be prominently offered the opportunity to download all corresponding source code.

I mentioned briefly above that there is the option to combine another (possibly non-derivative) work licensed under the GPL with OpenERP licensed under the AGPL. The terms of the AGPL suggest the GPL portion of the combined work would be covered under the GPL license. However, Section 13 of the GPL clearly states that “the special requirements of the GNU Affero General Public License, section 13, concerning interaction through a network will apply to the combination as such.” So even combined with the explicitly compatible GPL license, the more restrictive (from the publishers perspective) requirement to prominently offer source code applies, even to the GPL code.

Why it matters

In many cases, an OpenERP installation with base and community-developed modules will be sufficient all by itself. No additional modules are needed, let alone custom modules containing hard-coded sensitive business intelligence. In cases where custom modules are required, much or all of the sensitive business intelligence can or should be integrated as data, not program code. (Pricelists, for instance, are data and under normal circumstances would never need to be distributed with the source code for a program.) In the rare circumstances where business methods are implemented by a module, the source code must be available to the company that performed (or hired) the modifications, and their users.

Those final three words, “and their users”, contain the key to understanding the change. The GPL was created in large part to protect users by ensuring they have access to the source code of the programs on which they depend, and some companies would not wish employees and other system users to have access to the source code.

The AGPL extends that protection to include another class of users, those that access the system across a network. In this case, that will include users who subscribe to OpenERP under a Software as a Service (SaaS)[6] model. Under the AGPL, no company (including OpenERP SA) could offer OpenERP as a hosted service without offering links to download their service’s source code, including custom modules. Under the dual license, only the code which is distributed (sold or given away to other companies) must include the option to download source.

SaaS is a powerful and lucrative force in the market. OpenERP SA itself is promoting their online service at 39€ per month per user[7]. In the US, a company of merely twenty employees would be paying $11,760.00 a year for the service. Under the AGPL, OpenERP SA is required to allow me (assuming I am an online user) to download the source code, including the source code for any modules they’ve written exclusively for their online service, which I may then use to create a competing service. Under the dual license, for some amount of money starting at 1,950€ per year, I can create a custom module for SaaS and not offer the source code to my users. Or, if I’m OpenERP, perhaps I can just do it for free.

Community Relations

In the two years I’ve been working with OpenERP, I’ve watched OpenERP SA sink in the estimation of many community members and developers. The release of the Enterprise edition with a dual license may have created a new low.

Fabien's No Dual License tweet

(Update 23 August 2011: This tweet has been removed from Fabien Pinckaer's Twitter account, so if you click on the image, you'll see a Twitter 404 page.)

I first heard of the dual license possibility from the transcript of a Certified Training Partner (CTP) meeting held on IRC in May. (I am not a CTP, but a link to the transcript was provided by an attendee.) Some partners in the meeting expressed considerable opposition to the idea at that time, and Fabien Pinckaers made what many would consider an unequivocable statement on May 26th that there would be no dual-license. Nonetheless, the June 24 announcement indicates Enterprise subscribers will have access to the new dual license.

It could be argued that Fabien’s tweet has not been violated:

  • The new license is a modified AGPL, granting additional permissions in limited circumstances.
  • Only undistributed custom modules qualify for the private use license. For the rest of the software, the license is modified from AGPL only enough to allow for those private modules to be installed with the system.
  • Fabien didn’t actually say they wouldn’t dual license, only that they didn’t have to. (Okay, this one feels like a stretch.)

I haven’t heard these arguments presented by anyone in the community, but my impression is they are not reassuring. My own employer tweeted last Friday:

Ditching OpenERP for Tryton?

Security Alerts

On the OpenERP ‘Buy’ page[8] showing the options for purchase and download, the presence of ‘Security Alerts’ under OpenERP Enterprise, and only under Enterprise, attracted conversation.


Acc to @openerp community users will not get security alerts. Not needed since community has always found security holes, not openerp SA


@openerp how dare u talk about security alerts when u dont know why software needs encrypted passwords & not plain text?? http://j.mp/lffPGi


Security alerts should be public announcements. All users deserve notice. @OpenERP @fpopenerp

Upon closer review, it’s apparent that OpenERP only promises that Enterprise customers will receive notices in advance of a public disclosure. This is detailed on the multiple product pages describing OpenERP Enterprise, such as the page describing the 70 to 150 user license[9] (emphasis is mine):

If we detect a security issue on OpenERP we develop the patch and warn our customers three weeks before a public announcement. We also provide you with the explanation on how to migrate or apply the security patch. After three weeks, we do a public communication about the security hole for the rest of the community. We strongly advice you to apply the patch to your server within these three weeks to avoid any security trouble.

Under the OpenERP Publisher’s Warranty, the promise regarding security alerts was even less favorable to community users (again, emphasis is mine):

As OpenERP manages critical data for your company, it is important to be very proactive in case of a vulne­rability issue detection in the OpenERP software. Once a security bug is detected by OpenERP sa or by the community, we provide you with a patch to fix the issue one month before the public announce of the security fix. This allows you to update your installation before the public announce and release of the patch.

Since the new Enterprise offerings replace the OpenERP Publisher’s Warranty, it seems likely that the Enterprise policy on security alerts will become the current practice. In effect, this is an improvement over the previous practice.

OpenERP SA and the commercial open source business model

I can certainly relate to the community of developers who are concerned and frustrated by OpenERP SA’s announcement. Some of the developers have devoted literally months of their time to make OpenERP a better product, and have reason to feel used, even abused, by liberties that may be (or have been) taken with their hard work. Because of this, I’ve tried to discuss the situation objectively, and I hope I’ve demonstrated that the situation is not quite as bad as it seemed at first. There are unanswered questions, and I trust OpenERP SA will answer those through further communication and their future actions.

It is important to consider that OpenERP SA is working to cement their commercial open source business model. We know what to expect: a difficult transition, especially for early adopters and contributors as more of the product is brought under the company’s control. They are master editor of the software, selling services to end users as well as companies offering services related to their software. With persistence and planning, OpenERP SA and many of their partners will enjoy a profitable future.

One freedom often ascribed to the GPL is the freedom to not use the software. Don’t like the fact you have to release your source code? Don’t use it. Don’t like the direction the project is going? Fork it.

Please don’t hesitate to do your own investigation about the new OpenERP products and licenses. Visit their website[10], especially their FAQ on the changes[11] and community section[12] for information on all of their communication channels.

In related news…

Nicolas Évrard of B2CK[13] posted to the Tryton mailing list[14] last Saturday a call for comments on the creation of the Tryton Software Foundation[15]. B2CK proposes this foundation as a consensus-based community formed to promote and protect the freedom of Tryton. As Tryton and OpenERP share a common lineage (both can be traced back to TinyERP, each with improvements in different areas), OpenERP users and contributors frustrated by OpenERP’s business model may find a more favorable environment among Tryton’s community open source model.

I have been writing a series of articles on Tryton on this blog; consult them or visit Tryton’s website[16] for more information.

Updated 28 June 2011

There has been remarkable conversation on Twitter regarding this post, and I’m grateful for all the feedback. I’d especially like to thank Olivier Dony (@odony on Twitter), Community Manager at OpenERP SA, for his clarifications on some of the points I’ve raised.

The biggest comes from this tweet, which @ravlyi described as “the missing OpenERP re-licensing FAQ”:

Olivier Dony's Not Compatible tweet

This certainly seems to make clear that no Enterprise edition customer using private modules may install any AGPL-only modules. It doesn’t answer concerns about what happens if an Enterprise edition subscriber installs a community module, or about community contributions to OpenERP core code, such as the netsvc.py[17] file @cedrickrier tweeted from OpenERP-server trunk, as excerpted here:

5 \# OpenERP, Open Source Management Solution
6 \# Copyright (C) 2004-2009 Tiny SPRL (). All Rights Reserved
7 \# The refactoring about the OpenSSL support come from Tryton
8 \# Copyright (C) 2007-2009 Cédric Krier.
9 \# Copyright (C) 2007-2009 Bertrand Chenal.
10 \# Copyright (C) 2008 B2CK SPRL.

Also, one aspect I did not address in the original post was OpenERP’s original transition from GPL to AGPL. Fabien Pinckaers discussed it on his Blogspot blog[18] and reviewing this clears any question about his thoughts at that time on SaaS and OpenERP:

“Our goal is to better promote and maintain the free and open source nature of OpenERP. We think this licence will better protect the community to ‘evil’ SaaS offers that do not want to release their source code to the community.”

It’s my opinion (and again, I am not a lawyer) that the new AGPL+Private enables the ‘evil SaaS offers’ Fabien warns about, so long as the SaaS provider is either a paying OpenERP Enterprise subscriber, or OpenERP SA themselves. I am in no way saying it is OpenERP SA’s intention to support a secondary SaaS market based on private modules, or to create private modules for their own SaaS product. I merely point at the license and say I think it could be done under these terms.

Updated 23 August 2011

I was doing maintenance on this post (moving it to the version2beta.com domain with the rest of my blog) and came across some discrepencies between linked documents when I wrote the post, and how those documents appear today. For example, the netsvc.py[17] discussion above: Cédric Krier's copyright no longer appears in the header in the trunk source code. I researched the revision and found this:[19]

Committer: Olivier Dony
Date: 2011-06-29 09:51:38
Revision ID: odo@openerp.com-20110629095138-hmo91mvk1m8u4643
[FIX] netsvc: corrected copyright header

Corrected license to AGPLv3, and removed obsolete copyright lines
as confirmed by Cedric Krier by email on 2011-06-29.
These copyright lines referred to a refactoring copied from Tryton
in revision rev 1439 - stephane@tinyerp.com-20081218235433-cnsc5a4iyfzqvbdx
All this code has disappeared since then, specifically after
a major rewrite by xrg, merged at revision 1900

This was reassuring, that the copyright notice was in error. I believe it is better that my research into the issue exposed an oversight rather than a disagreement over who owns the code. According to Oliver Dony's forum post two weeks later, all such issues are resolved:[20]

OpenERP SA does own the copyright to the server, clients, and all modules whose author is OpenERP/Tiny. And we are exclusively offering the AGPL+PrivateUse option for those pieces of code, and nothing else. If someone believes they own copyright on a contribution within that specific set of source code lines, and are against the AGPL+PrivateUse license, they can contact us, and we'll find a solution. We've only seen one such claim so far (from C.Krier), and it was about code that was long gone from our source, so there was no problem. So if you are such a person, please contact us.

Again, this claim is reassuring. However, I understand these are not the only items in question or the only copyright that has been contested. Here are three more sections of code with conflicted copyright.

In the OpenERP client, widget/view/list.py:[21]

4 #    OpenERP, Open Source Management Solution
5 #    Copyright (C) 2004-2010 Tiny SPRL (<http://tiny.be>). All Rights Reserved
6 #    Copyright (c) 2008-2009 B2CK, Bertrand Chenal, Cedric Krier (D&D in lists)

In the OpenERP base_vat module:[22]

4 #    OpenERP, Open Source Management Solution
5 #    Copyright (C) 2004-2010 Tiny SPRL (<http://tiny.be>). All Rights Reserved
6 #    Copyright (C) 2008-2009 B2CK, Cedric Krier, Bertrand Chenal (the methods "check_vat_[a-z]{2}"

And in the webdav module:[23]

4 #    OpenERP, Open Source Management Solution
5 #    Copyright (C) 2004-2010 Tiny SPRL (<http://tiny.be>).
6 #    Copyright (c) 1999 Christian Scholz (ruebe@aachen.heimat.de)

Without a complete audit of the source code, all such copyright discrepencies may not be recognized, and it would seem to me that such an audit should occur before the product is relicensed.

One last note: Several people have raised the question whether modules in OpenERP (or, in two cases, themes in Wordpress - a similar but not identical question) are in fact derivative works that must be licensed AGPL. This is a big question, of course, and deserves more than merely a mention in an addendum to a months-old blog post. Here I'd like to point out that I make the statement in my original post that modules must be licensed AGPL, and that this statement is debatable. I hope to question that statement in a future blog post.

If I’ve inspired a response from you (probably the type of response that deserves an apology), mention @version2beta on Twitter and I’ll see it there. Or, if you can’t comment in less than 126 characters (my handle takes 14 characters with a space), blog about it and tweet that.




  1. I found the headline to be a little disengenuous. I'm not sure why they decided to launch a significant new product (OpenERP Enterprise) under the headline 'Improved OpenERP Website'. Nonetheless, they got a lot of attention.

  2. The new OpenERP license, described as a GNU Affero GPL plus more permissive exceptions available under limited circumstances.

  3. Read the Free Software Foundation's text of the Affero General Public License, version 3. It's not long, and it's not full of legalese. It's really pretty accessible.

  4. Read the Free Software Foundation's text of the GNU General Public License, version 3. Really, this stuff is important. How much software do you use that is licensed under the GPL? Have you published under the GPL?

  5. The GNU FAQ is useful in understanding the intent of the licenses, too. Read this answer on distributed source code for modified versions that are not publicly redistributed.

  6. Here is the Wikipedia article about Software as a Service, AKA On-demand software or cloud-based services.

  7. OpenERP offers a SaaS version of their software already. It's in their catalog and costs 39€ per user per month, or if you're in the US, USD$49 per user per month.

  8. Again, here is OpenERP's catalog page.

  9. Here is the page at OpenERP.com describing what's included with OpenERP's 15,500€ license package.

  10. http://www.openerp.com: OpenERP SA's website.

  11. http://www.openerp.com/services/faq-onsite: "OpenERP Enterprise and OpenERP Community, Modules and Licensing, Bug fixing, Support and Migrations FAQ"

  12. http://www.openerp.com/community: OpenERP offers a wide variety of ways to stay connected and join the conversation.

  13. http://www.b2ck.com/ I've described B2CK as the main driving force behind Tryton. They are certainly a substantial contributor.

  14. Tryton has an English-language Google Groups email discussion list. There are other language lists available too.

  15. Read the discussion around the creation of the Tryton Software Foundation on the Tryton discussion list.

  16. http://tryton.org: Tryton home page

  17. Originally this footnote linked to this source code for netsvc.py, but I have since visited the link and the copyright notice was changed. The revision note explains why.

  18. Fabien Pinckaers' post 15 October 2009 regarding OpenERP's licensing change from GPL to AGPL.

  19. Olivier Dony's revision note for openerp/netsvc.py.

  20. Olivier Dony's forum posat regarding the new license, making clear that OpenERP SA's position is they exclusively own copyright to OpenERP server and client, and all modules whose author is OpenERP or Tiny.

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