What is a sales contract website? Explanation and use

What is a website sales contract? It is the agreement by which a complete website is sold as a bundle: the domain name, the content and the copyright thereto, the code, often the trade name, and sometimes a customer database containing personal data. Unlike the sale of a separate item or a single domain name, a website consists of multiple rights and objects, each with its own rules. A good website sales contract brings these components together in a single, binding transfer. For SME entrepreneurs, this is relevant when purchasing or selling a webshop or online platform.

The short answer

• What: Sale of a website as a bundle of domain, content, code, trade name, and data.
• Domain: transfer via the registrar, for .nl via SIDN.
• Content and code: transfer of copyright requires a deed (Article 2, paragraph 3 of the Copyright Act).
• Trade name: transfer is only possible together with the business (Article 2 Trade Name Act).
• Customer database: transfer of personal data falls under the GDPR.

What is a sales contract website and why is it a bundle

A website appears to be a single entity, but legally consists of separate components. The domain name is a registration with a registrar. The texts, images, and design are works protected by copyright. The code is also protected by copyright (Article 10, paragraph 1 of the Copyright Act). The trade name falls under the Trade Name Act. Furthermore, a customer database or newsletter list contains personal data subject to the GDPR. Each component has its own method of transfer.

Therefore, a website sales contract is more than an ordinary purchase. It properly regulates the transfer of all those components in a single document, ensuring that the buyer actually takes possession of the entire website and not just a part of it.

The parts that are transferring

• Domain name: transfer via the transfer procedure at the registrar.
• Content: texts, images and design, to be transferred by deed (Article 2, paragraph 3 of the Copyright Act).
• Code and source code: the copyright to the software plus delivery of the files.
• Trade name: only transferable together with the business (Article 2 Trade Names Act).
• Data: customer database, accounts and newsletter list, under the GDPR.
• Other: hosting agreements, third-party licenses, and social media accounts.

The risk with a website acquisition is that one element is overlooked. Anyone who transfers only the domain name but does not transfer the content by deed buys a site where the copyright remains with the seller. This can severely limit the buyer later on.

Copyright on content and code

Content and code often form the core of the value. Copyright is transferable, but the transfer requires a deed, a signed document (Article 2, paragraph 3 of the Copyright Act). Moreover, the transfer is interpreted restrictively: only what you explicitly state is transferred (Article 2, paragraph 2 of the Copyright Act). Therefore, specify concretely which texts, images, design, and source code are being transferred, and ensure that the source files are actually delivered.

Pay attention to third-party components. If the website contains stock photography, a paid theme, plug-ins, or open source, the copyright thereto is not transferred; it rests with the rights holder. The buyer must know which licenses he is acquiring or needs to obtain a new one.

Trade name and customer details

Trade names are subject to a special rule. Pursuant to Article 2 of the Trade Name Act, a trade name can only be transferred together with the business conducted under that name. Therefore, you cannot sell the name separately. If you transfer a website that also bears a trade name, the transfer must coincide with the transfer of the associated business or activity.

A customer database contains personal data and falls under the GDPR. For the transfer, you need a valid legal basis and must inform the data subjects about the new controller (Articles 13 and 14 GDPR). The newsletter list also falls under this: consent for commercial email does not automatically transfer. Handle this carefully, as a fine or complaint can undermine the value of the acquisition.

An example. An entrepreneur purchases an existing webshop for €25,000, including domain, content, custom code, and a customer database. In the website sales contract, the domain name is transferred via SIDN, the copyright on content and code is transferred by deed with delivery of the source code, the plugin licenses used are specified, the trade name is transferred along with the business, and the customer database is transferred in compliance with the GDPR, with an obligation to inform the customers.

Honest recommendation

For a small, simple site without custom code, without a trade name, and without a customer database—for example, a simple brochure site that you acquire from an acquaintance—you do not always need a lawyer. A clear agreement regarding domain and content, accompanied by a copyright deed, may suffice.

Do seek assistance as soon as the bundle contains value: custom code, a trademark or trade name, a customer database, or an ongoing revenue stream. In that case, the deed requirement for copyright (Article 2, paragraph 3 of the Copyright Act), the linking of the trade name to the business (Article 2 of the Trade Names Act), and the GDPR rules regarding the customer database carry significant weight. Especially with a website, the risk lies in forgetting a single component, and that will cost you exactly the value you thought you were buying.

Continue immediately? View the website sales contract, read which components are included in drafting a website sales contract , and see what it costs to have a website sales contract drafted.

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