Numerique
Buying or selling a website? Secure the transaction: audit, transfer of digital assets, warranties and drafting of the assignment agreement.
Context
Buying or selling a website is not a mere technical transaction. It is the assignment of a set of intangible assets: domain name, code and developments, content, customer database, search engine optimisation, trademark, ongoing contracts. Each of these elements is governed by its own transfer rules, and securing them determines the success of the operation.
Whether assigning an e-commerce site, a marketplace, an online media outlet or an application, the assignment agreement must precisely organise the transfer of all these assets, frame the warranties and anticipate sensitive points. A poorly prepared assignment exposes both seller and buyer to unpleasant surprises.
Problem
Many website assignments are made on the basis of an agreement in principle and a price, without any genuine legal safeguards. Problems then arise: a domain name held by a former service provider and impossible to transfer, code whose rights were never assigned to the seller, a customer database that does not comply with the GDPR, ongoing contracts that are terminated or oversold performance.
For the buyer, the risk is paying for assets that are not actually received or that conceal disputes. For the seller, it is being exposed to overly broad warranties or to being held liable after the sale. Without an audit or a solid assignment agreement, the operation rests on sand.
Solutions
I assist sellers and buyers with the assignment of websites, from the audit to completion.
I begin by auditing the assets: actual ownership of the domain, the code, the content and the trademark, the absence of any dispute, GDPR compliance of the customer database, the status of ongoing contracts. I then structure the operation by choosing the appropriate legal characterisation and defining the precise scope of the assignment.
I draft the assignment agreement, organising the transfer of each asset, calibrating the warranties and settling the fate of ongoing contracts. Finally, I assist with completion and remain available in the event of post-assignment difficulties. Whether you are buying or selling, your operation rests on solid foundations.
I carry out the audit of the site to be assigned or acquired: actual ownership of the assets (domain, code, content, trademark), absence of any dispute, GDPR compliance of the customer database, status of ongoing contracts. This audit secures the operation and informs the price and the warranties.
I structure the operation: legal characterisation (sale of assets or going concern), exact scope of the assignment, timetable for transferring the various assets. You move forward on a clear basis, adapted to your stakes and to your tax situation.
I draft the assignment agreement: organised transfer of the domain name, the code, the content and the customer database, protective warranties, fate of ongoing contracts, price and payment terms. Each asset is secured and the risk framed for both parties.
I assist with completion: effective transfer of the assets, fulfilment of conditions, handling of formalities. I remain available in the event of post-assignment difficulties relating to the implementation of the warranties, in order to fully secure the transaction.
FAQ
The assignment of a website covers a set of assets: the domain name, the source code and developments, the content (text, visuals, videos), the customer database, the search engine optimisation and online reputation, possibly the trademark and associated accounts, as well as ongoing contracts (hosting, service providers, customers). Each asset has its own mode of transfer, which must be organised in the assignment agreement.
The transfer of the domain name is a specific operation, distinct from the sale of the site itself. It is carried out with the registrar and must be provided for and organised in the assignment agreement, with a timetable and warranties. A frequent point of vigilance: verifying that the domain is indeed held by the seller, and not by a service provider or a former partner, before finalising the transaction.
This is a central point and often poorly mastered. If the site was developed by an external service provider, the rights to the code are not automatically transferred to the site owner without an express assignment. The same logic applies to content created by third parties. Before assigning a site, it must be verified that the seller does indeed hold all the rights it claims to transfer, failing which a post-assignment dispute may arise.
The transfer of a customer database is governed by the GDPR. The assignment must comply with the duty to inform individuals, the legal basis for processing and the initial purposes of collection. A poorly framed transfer creates a risk of non-compliance and may compromise the value of the database. The assignment agreement must set out the transfer arrangements and the GDPR compliance warranties on the data transmitted.
The agreement must provide for protective warranties: warranty of ownership and quiet enjoyment of the assets, warranty of the absence of any dispute and of infringement, warranty as to the GDPR compliance of the customer database, warranty as to the announced performance (traffic, turnover) as the case may be. For the buyer, these warranties secure the investment; for the seller, their scope must be controlled so as not to commit beyond what is reasonable.
Yes, a preliminary audit is strongly recommended. It verifies the actual ownership of the assets (domain, code, content, trademark), the absence of any dispute or infringement, GDPR compliance, the status of ongoing contracts and the reality of the announced performance. This audit determines the price, the warranties to be negotiated and the security of the operation. Buying without an audit means exposing yourself to discovering problems after the sale.
The contracts linked to the site (hosting, maintenance, service providers, subscriptions, customer contracts) must be identified and their fate organised: transfer, termination or continuation. Some contracts are not freely assignable and require the consent of the other contracting party. The assignment agreement must list these contracts and provide for their handling, in order to avoid a business disruption or a dispute with a partner after the sale.
Depending on the case, the assignment of a site may be analysed as a mere sale of assets or may be treated as the assignment of a going concern, particularly where the site constitutes a standalone economic activity with an attached clientele. The characterisation has significant legal and tax consequences. A preliminary analysis makes it possible to choose the most appropriate structure and to secure the operation in all its aspects.
Nous accompagnons les entreprises de la tech et du commerce avec une double compétence juridique et technique, de l'analyse à la mise en œuvre.
Ressources
Need to secure a contract, manage compliance, or anticipate a dispute? Our first meeting is designed to understand your needs and clearly explain how we can help.
Digital and Distribution Law Attorney, Paris Bar. We secure your contracts, data, and business.
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