I am buying it through flippa.com and at the moment I have failed to find any terms and conditions or contract
it appears that I just bid and the highest bidder gets it
the seller then transfers the details as stated in the listing
I have researched copyright law.
The ONLY way of making sure that you are protected is to get an indemnity clause.
That is they agree to indemnify you and hold you harmless against any and all claims arising out of breach of copyright.
If you dont get this clause then you are liable.
But if you get this clause, if there is a claim against you, you can counter claim against them
But you MUST get it, otherwise you are not protected.
Can I clarify anything about this today please?
1. Does the same apply to other types of liability such as a undisclosed lawsuit. example: website that sells a service that could have a negative impact when purchased or failure to deliver a product or service. Another example would be forex trading where someone loses money as a result of using the service provided and is about to or is in the process of taking the person to court.
2. How would I go about requesting agreement to an indemnity clause? Given the fact that it is a website purchase not a business purchase.
1. You would need to have a clause that said this yes. Otherwise you would ned to ask the question before purchase to make sure there were no pending claims
2. You would get your own Solicitor to add the clause or speak to the other side and insist on it before you purchase
Does that help?
thanks that helps, can it be done by a specific question and answer or does it have to be an agreement between both parties?
I would do both. Ask the question and then ask clause to be in the contract
Can I clarify anything else ?
1. What is the situation when it is non-UK, could this present any issues?
2. how do I cover possibility of a fake address?
if the other party was not traceable would I then become liable again?
1. If its non UK you can ask that the agreement be governed by UK law
2. Fake address, you cant do anything about that
If I can produce a document would you be willing to scrutinise it?
Yes. I can offer an additional service.
Yes thanks would be useful.
have got an example off LawDepot.co.uk
don't know if it's any good
not paid yet, but will do.
How do I send it?
please be free to make any adjustments, additions, amendments etc. However please do make it clear what you have changed.
Are you able to help with the wording? Tried to find some examples without any success so far.
Is this okay? Does it also cover against previous breach of contract etc?
The Seller agrees to indemnify and hold harmless any and all claims liabilities, costs, expenses, damages and losses arising out of intellectual property or legal claims made against Purchaser.
I have adapted the contract, would you be of to scrutinise it one last time? or is the extra cost involved?
Thanks, ***** ***** forwarded it as before. Would appreciate feedback ASAP.
do I need to verify the seller's address?
is such as hellosign.com okay the documents?
is it necessary to be witnessed?
Any progress on any progress on the document?
see post 28 January 2015 14:11 EST
The main things I need checking are
11. Seller's Representations and Warranties
16. Purchaser's Representations and Warranties
25. Employees - could this one be removed?
34. Non-Solicitation - could this one be removed?
38. Non-Assumption of Liabilities
What you think about removing the paragraphs, as I suggested? Will it impact too much.Obviously, it is buying a website not a business.