STARTUP REMEDY WEBSITE SALE AGREEMENT
This Agreement relates to the sale and transfer of a Website from a Seller to a Buyer via
When a Seller agrees to sell and a Buyer agrees to buy the Seller\'s Website, the Seller and the
Buyer will be deemed to enter into a legally binding agreement in relation to that sale. The
Buyer and Seller may together elect that the terms and conditions of this Agreement apply to that
The parties to this Agreement are the Buyer and the Seller. This Agreement will apply to you in
your capacity as either a Seller or a Buyer in respect of the sale and transfer of a Website.
DATE OF THIS AGREEMENT
If the Buyer and Seller elect that this Agreement applies, then this Agreement will be entered into
between the Seller and the Buyer at the time that (a) the Seller accepts the Buyer\'s offer to
purchase the Website as part of a Private Sale or (b) the Buyer is declared the Winning Bidder in
an Auction for the Seller\'s Website.
By using Startup Remedy, you have agreed to be bound by our Startup Remedy User Agreement
(\”Services Agreement\”). A copy of that agreement may be found here:
To the extent that there is any inconsistency between the terms of this Agreement, any other
agreement between you and another Buyer or Seller, and the Services Agreement, then those
documents will be read in the following order of precedence:
(a) first, the Services Agreement will take precedence over all other documents; and
(b) second, any separate agreement between you and another Buyer or Seller will
take precedence over this Agreement (apart from clauses c and 10 of this
Agreement which will take precedence over that separate agreement).
NOT LEGAL ADVICE
You acknowledge that if you choose to use the terms and conditions of this Agreement in relation
to the sale of a Seller\'s Website that:
(a) The terms and conditions of this Agreement have been provided by Startup Remedy as a
suggested set of terms and conditions for Buyers and Sellers to use in relation to
the sale and purchase of a Website. It is not mandatory for Buyers and Sellers to
choose to be bound by these terms and conditions.
(b) You have had the opportunity to obtain legal advice in relation to the use of these
terms and conditions and their suitability for your purposes.
(c) By providing these terms and conditions to you, Startup Remedy does not warrant that they
are suitable for your needs nor is Startup Remedy providing you with legal advice in
relation to them.
If you agree to be bound by this Agreement, then, in addition to the above terms and conditions,
the following terms and conditions will apply to you in your capacity as either a Buyer or as a
Seller in relation to the sale of a Website.
1. DEFINITIONS AND INTERPRETATION
In this Agreement, words and phrases defined in the Services Agreement will have the
same meaning in this Agreement and in addition, the following words will have the
following meaning, unless the context otherwise requires:
(a) \”Assets\” means the following assets and property to be sold as part of the sale of
the Website by the Seller to the Buyer:
(i) all files, data and other works contained in the Website;
(ii) all of the Seller\'s Intellectual Property Rights in the Website;
(iii) the Brand;
(iv) the Records;
(v) all of the Seller\'s rights to the Domain Names;
(vi) all of the Seller\'s rights under the Third Party Agreements; and
(vii) any other assets of the Seller which the Seller specifies in its Listing that it
is selling as part of the Website;
(b) \”Brand\” means the brand name associated with the Website including any
registered trade marks specified in the Seller\'s Listing on Startup Remedy;
(c) \”Closing\” means the completion of the transfer of the Assets from the Seller to
the Buyer undertaken in accordance with clause 4;
(d) \”Closing Date\” means the date that Closing occurs as specified by the Seller in
its Listing or as separately agreed between the Buyer and the Seller;
(e) \”Domain Names\” means the domain names to be transferred together with the
Website which are specified in the Seller\'s Listing;
(f) \”Encumbrance\” means any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, title retention or conditional sales agreement, hire purchase
agreement, option, restriction as to the transfer, use or possession, easement
subordination to any right of any other person any other encumbrance or security
(g) \”Loss\” means any loss, cost, expense or damage (including legal costs on a full
(h) \”Records\” means originals and copies, in any material form, of all books, files,
reports, records, correspondence, documents, supplier lists and contact details,
customer lists and contact details, price lists, calculations, costings and associated
documentation and other material of or relating to or used in connection with the
The rules set out in the Services Agreement in relation to the interpretation of that
agreement will equally apply to this Agreement.
2. SALE OF THE WEBSITE
(a) The Seller hereby agrees to sell the Website and the Assets to the Buyer, and the
Buyer agrees to buy the Website and the Assets, in accordance with the Seller\'s
obligations set out in the Services Agreement and in this Agreement.
(b) Subject to Closing taking place, possession of and title to, the Assets, shall pass
from the Seller to the Buyer at Closing.
3. PAYMENT OF THE PURCHASE PRICE
Subject to the Seller fulfilling its obligations under clause 4.3, the Buyer agrees to pay
the Purchase Price to the Seller on the Closing Date.
4.1 Time and place of Closing
Closing will take place on the Closing Date. Closing will be deemed to have taken place
at the premises of the Seller, even if Closing occurs electronically.
4.2 Conduct of the Website pre-Closing
The Seller will ensure that between the date of this Agreement and Closing, the Seller:
(a) carries on the business of the Website in a normal, proper and efficient manner
and manages and conducts that business in the ordinary and usual course,
consistent with past practice;
(b) does not make any material changes to the Website, its content or form (other than
changes it would ordinarily make in the usual course of its business);
(c) uses all reasonable endeavors to preserve the goodwill of the Website;
(d) maintains the Assets and any other assets at normal levels;
(e) does not enter into any transaction with a third party which would have the effect
(i) substantially affecting the value or quality of the Assets;
(ii) granting any exclusive license over any of the Assets; or
(iii) assigning any part of the Assets to the third party.
4.3 Seller\'s obligations
At Closing, the Seller must cause to be delivered to the Buyer:
(a) actual possession of the Assets (including any passwords or other authorities
needed to access any of the Assets held or hosted by a third party);
(b) the Records (although the Seller may keep a copy of the Records for its own
compliance purposes); and
(c) duly executed instruments of transfer, assignment, notices of transfer or
assignment or disposal consents and other documents in a form and substance
satisfactory to the Buyer (and any required registration, filings or approvals in
respect thereof) as the Buyer may reasonably require to complete the transfer,
assignment and conveyance of the Assets (free from Encumbrances).
4.4 Buyer\'s obligations
At Closing, the Buyer must pay the Purchase Price to the Seller in accordance clause 3
but only if the Seller complies with clause 4.3.
4.5 Simultaneous actions at Closing
In respect of Closing:
(a) the obligations of the parties under this Agreement are interdependent and
conditional on the other party performing their respective obligations at Closing;
(b) all actions required to be performed are taken to have occurred simultaneously on
the Closing Date.
4.6 Post-Closing obligations
If the Buyer has fulfilled its obligations arising under clause 4.4 and:
(a) the parties have at the Closing Date in good faith formed the view that Closing
has occurred and it is subsequently later found that the Seller has not in fact met
one or more of its obligations under clause 4.3; or
(b) the Buyer has agreed in writing to permit an obligation of the Seller required at
Closing to be performed after Closing,
(c) Closing will be deemed to have still occurred; and
(d) the obligations of the Seller which have not been met at Closing will, unless
expressly waived by the Buyer, be deemed to be obligations of the Seller that
must be met as soon as practicable after Closing.
5. OWNERSHIP OF THE ASSETS
(a) Subject to Closing taking place, the legal and beneficial ownership of the Assets
shall pass from the Seller to the Buyer at Closing, free from all Encumbrances.
(b) If for any reason title to any of the Assets is not effectively vested in the Buyer at
Closing, the Seller acknowledges that it will account to the Buyer for any benefits
it receives in relation to the Assets until title is effectively vested in the Buyer,
unless otherwise provided in this Agreement.
5.2 Risk of loss
Subject to Closing taking place, risk of loss of the Assets shall pass to the Buyer from
Closing and remain with the Seller until that time.
6. TRANSFER OF THIRD PARTY AGREEMENTS
6.1 Which Third Party Agreements will transfer
The Third Party Agreements which the Seller will transfer to the Buyer under this clause
are those Third Party Agreements specified in the Seller\'s Listing. However the Buyer
and the Seller may separately agree that a particular Third Party Agreement will not be
transferred pursuant to this Agreement in which case the Seller will continue to remain
responsible for the ongoing performance of its obligations under that Third Party
6.2 Buyer to take benefit of Third Party Agreements
(a) Subject to Closing, but with effect from the Closing Date, the Seller assigns and
the Buyer accepts an assignment of all the Seller\'s rights under, benefit of and
interests in (\”Benefits\”) and assumes the burden of the Third Party Agreements in
accordance with this clause 6.
(b) This Agreement does not constitute an assignment or an attempted assignment of
a Third Party Agreement if an assignment or attempted assignment requires the
consent of the counterparty to the Third Party Agreement and would constitute a
breach of that Third Party Agreement if an assignment were made without that
6.3 What happens if you need a third party\'s consent to the transfer?
If the consent of a third party is required for the transfer of a Third Party Agreement to
the Buyer under clause 6.2 then:
(a) the Seller and the Buyer must use their reasonable endeavors to obtain that
consent by or as soon as reasonably practicable before Closing; and
(b) if such consent cannot be obtained, then the Seller must terminate the Third Party
Agreement and must use best endeavors to assist the Buyer to enter into a new
agreement with the relevant third party on terms similar to those of the Third
6.4 What happens in relation to the performance of the Third Party Agreement until it
From the Closing Date until each Third Party Agreement to which clause 6.2 applies has
been novated or effectively assigned to the Buyer:
(a) the Buyer shall to the extent that it lawfully can, as a subcontractor to the Seller,
perform at its expense all the obligations of the Seller to be performed under each
such Third Party Agreement in respect of the period following Closing and the
Seller shall account to the Buyer for any amounts paid in respect of that Third
Party Agreement to the Seller after Closing; and
(b) the Seller must, at the request and expense of and with the assistance of the Buyer,
use its reasonable endeavors to perform any obligation of it under any Third
Party Agreement which arises (or relates to the period) from Closing which the
Buyer cannot lawfully assume, perform or observe.
6.5 Who is liable for breaches of the third party Agreements between Closing and their
transfer to the Buyer?
Until such time as a Third Party Agreement is assigned and novated to a Buyer under this
(a) if the Buyer is performing the obligations of the Seller under the Third Party
Agreement, then the Buyer will indemnify the Seller against any Loss which the
Seller suffers as a result of a breach of the Third Party Agreement caused by the
(b) the Seller will indemnify the Buyer against any breach of the Third Party
Agreement caused by the Seller.
7. TRANSFERRING INTELLECTUAL PROPERTY RIGHTS OWNED BY A
(a) The Seller warrants that prior to supplying the Assets to the Buyer, the Seller has
disclosed to the Buyer any Intellectual Property Rights in the Assets which may
be held by a third party.
(b) If the Assets incorporate the Intellectual Property Rights of a third party, then:
(i) the Seller warrants that it has obtained a License from the relevant third
party to incorporate the Intellectual Property Rights of that third party in
the Assets (\”Third Party License\”);
(ii) if the Third Party License is capable of assignment to the Buyer, then the
Seller will transfer that Third Party License pursuant to clause 6;
(iii) if the Third Party License is not capable of assignment to the Buyer, then:
(1) the Seller must disclose this fact to the Buyer prior to the
parties entering into this Agreement;
(2) the Seller warrants that the Buyer may obtain a Third Party
License in its own name; and
(3) prior to Closing, the Seller must provide the Buyer with
details of where to obtain the Third Party License in its own name
and the cost of doing so; and
(iv) the Seller warrants that unless expressly stated to the contrary by the Seller
in its Listing, the Third Party License provides the Buyer with a
worldwide, royalty free, perpetual right to display, distribute and
reproduce (in any form) the Intellectual Property Rights of the third party
contained in the Website.
(c) The Seller hereby indemnifies and keeps indemnified the Buyer, Startup Remedy and
Startup Remedy\'s third party providers (\”Indemnified Parties\”) against any Loss which
the Indemnified Parties may suffer or incur as a result of a breach by the Seller of
any of the provisions of this clause 7.
8. TRADING RESPONSIBILITIES
8.1 Profits and Losses
(a) Subject to Closing occurring, all revenues, profits and losses relating to the
conduct of the Website:
(i) in the period up to and including the Closing Date, belong to the Seller;
(ii) in the period from the Closing Date, belong to the Buyer.
(b) Any amounts received by the Seller after the Closing Date which are stated to
belong to the Buyer pursuant to this clause will be promptly paid to the Buyer
(and in any event within 2 Business Days following receipt).
(a) Subject to Closing occurring:
(i) all liabilities relating to the Assets in the period up to and including the
Closing Date, are the responsibility of the Seller and the Seller indemnifies
the Buyer from and against those liabilities (irrespective of whether the
liability arises before or after the Closing Date); and
(ii) all liabilities relating to the Assets in the period from the Closing Date, are
the responsibility of the Buyer and the Buyer indemnifies the Seller from
and against those liabilities.
(b) The Seller acknowledges that apart from where expressly provided in clauses 6, 7
and ii the Buyer will not assume any liabilities in relation to the Business or the
The Seller represents and warrants to the Buyer that:
(a) it is the owner of the Assets and has the right to transfer the Assets to the Buyer,
free from all Encumbrances;
(b) as a result of this Agreement and at Closing, the Buyer will receive full title to the
Assets free from all Encumbrances;
(c) the transfer of the Assets from the Seller to the Buyer will not cause the Buyer to
breach any law;
(d) it has disclosed, in its Listing, all Third Party Agreements and all Third Party
Licenses which it has entered into in relation to the Website and which the Buyer
will require to operate the Website following Closing in the way the Website was
operated prior to Closing; and
(e) apart from where expressly stated in its Listing, each of the Third Party
Agreements and Third Party Licenses described in its Listing may be novated
and/or assigned to the Buyer pursuant to clauses 6 and 7.
The Seller indemnifies the Buyer against any Loss which the Buyer suffers or incurs as a
result of a breach of a warranty contained in clause 9.1. Apart from a breach of clause c:
(a) this indemnity will however be limited to the value of the Purchase Price; and
(b) any claim under this indemnity, or otherwise in respect of a breach of clause 9.1,
will only be valid if made within 6 months following the date of this Agreement.
10. LIABILITY OF Startup Remedy AND ITS THIRD PARTY PROVIDERS
(a) The Buyer and Seller each acknowledge and agree:
(i) Startup Remedy and its third party providers are not parties to this Agreement; and
(ii) Startup Remedy and its third party providers shall each not be liable or responsible
for any breach of this Agreement by any party to this Agreement.
(b) Notwithstanding clause a, the Buyer and Seller each agree that Startup Remedy and its
third party providers may rely on and benefit from the indemnity set out in clause
(a) Any notice given under this Agreement must be in writing and must be signed by
the party or its agent giving the notice. A notice is taken to be received:
(i) in the case of a notice delivered by hand, when so delivered;
(ii) in the case of a notice sent by pre-paid post, on the third day after the date
(iii) in the case of a notice sent by facsimile, upon the receipt by the sender of
a transmission report from the despatching facsimile machine which
confirms that the facsimile has been successfully sent; or
(iv) in the case of a notice sent by email, upon the receipt by the sender of a
confirmation from the recipient or the recipient\'s email server that the
email has been received by the recipient.
(b) A right under this Agreement may only be waived by a notice in writing given by
the party who takes the benefit of that right.
(c) If any provision of this Agreement is judged invalid or unenforceable for any
reason whatsoever by a court of competent jurisdiction, such invalidity or
unenforceability (unless deletion of such provision would materially adversely
affect one of the parties) will not affect the operation or interpretation of any other
provision of this Agreement to the intent that the invalid or unenforceable
provision will be treated as severed from this Agreement.
(d) This agreement is governed by, and must be construed in accordance with, the
laws of the State of Maryland, USA and the parties irrevocably submit to the
exclusive jurisdiction of the courts of the State of Maryland, USA and their
Courts of Appeal.
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