HighKeyDomains is a brand name of Upscope. When you decide to buy a Domain Name and/or Website from HighKeyDomains.com the following sales agreement applies.
Domain Name and/or Website Sales Agreement
- Upscope, registered with the Chamber of Commerce under the number 32137936 (hereafter referred to as Seller), and
- Your business, legally represented by you, (hereafter referred to as Buyer),
- The Seller is owner of the domain name and/or website offered on HighKeyDomains.com. (hereafter referred to as Domain Name and Website)
- In case of selling the Website, visitors on the Website are able to take note of any products and services offered by third parties and buy these products and services from the third parties, for which Seller receives an affiliate fee,
- Buyer wishes to become the owner of the Domain Name and/or Website,
- Seller is willing to achieve this in return for a payment, all this in a manner to be agreed on,
The following is applicable to the sale
Article 1. Transfer of Domain Name
1.1 Parties shall perform all acts necessary to register Buyer as the holder of the Domain Name in the electronic domain name register (hereafter referred to as “the Registry”).
1.2 More specifically, Buyer shall make available all tokens required by the Registry to enable the change of the domain name holder as referred to in the previous paragraph. Furthermore, Buyer shall fill out all forms required by the Registry and provide all information that Buyer reasonably requires to effectuate the registration as referred to in the previous paragraph.
1.3 Buyer shall designate a registrar that will perform the actual relocation of the Domain Name and link the Domain Name to the server(s) under Buyer’s administration.
Article 2. Transfer of the Website (if applicable)
2.1 Seller hereby transfers to Buyer all trade name rights, copyrights and sui generis database rights pertaining to the Website. This transfer concerns all worldwide copyrights in the broadest sense, including all forms of exploitation of these rights. In case of third party rights, those rights will stay with the third parties, where Buyer will be obtain the same user rights as Seller obtained.
2.2 The parties shall perform all legal and practical acts necessary to make the Buyer owner of the Website.
2.3 More specifically, Buyer shall designate a hardware and software environment that is suitable for the administration and operation of the Website based on the specifications delivered by Seller. Seller shall subsequently install, configure and deliver the software within this environment.
2.4 After completion of the acts referred to in the foregoing paragraphs, Seller shall be available for support, training and simple problem solving concerning the Website for a period of fourteen days.
2.5 Buyer is not payable for the work by Seller referred to in the previous paragraph. Within this period, Seller shall carry out the work for Buyer for a maximum number of 8 hours.
2.6 If Buyer is not owner of the Website or the holder of the Domain Name within the term of delivery as specified in Article 4.2, due to acts or negligence of Seller, Buyer may terminate the transfer by notice of this in writing to the Seller. After termination, all acts performed under this agreement shall be reversed.
Article 3. Transfer of (user) rights
3.1 The following allocation of responsibilities concerning agreements with third parties applies to the transfer:
- All user agreements concluded with users of the Website are made out in the name of Buyer
- Buyer has the responsibility to conclude agreements with advertisers on the Website.
- Buyer has the responsibility to conclude agreements with suppliers of products and services sold on the website.
- Buyer has the responsibility to conclude agreements with third party software licenses for the purpose of use on the website.
- Buyer has the responsibility to ensure it has the rights of use under third-party copyrights in photos, texts and suchlike for the purpose of the Website.
3.2 The Website makes use of third-party open source software Content Management System (CMS), namely WordPress.
Article 4. Payment terms
4.1 In exchange for the transfer of the Domain Name and/or Website, Buyer owes Seller a fee to be paid as described in the listing. In case the fee is $1.000 or more, the fee is to be deposited with our escrow agent at Escrow.com within 5 days after parties entered into this agreement.
4.2 Within 14 days after Escrow.com has notified Seller about the receipt of payment, Seller shall perform the aforementioned acts to effectuate the transfer. Buyer and Seller shall inform Escrow.com upon completion of the transfer. After completion, Seller shall receive the payment, referred to in the first paragraph of this Article, from Escrow.com.
4.3 Seller will issue an invoice for all payable sums. Seller is entitled to send invoices by electronic means. The fact that Buyer does not receive an invoice in time does not affect Buyer’s obligations to pay the sums due within the prescribed period.
4.4 If Buyer does not pay in time, Seller may terminate this agreement through notice in writing to Buyer. All acts performed under this agreement will be reversed after termination.
Artikel 5. Warranties
5.1 Buyer guarantees that he is authorized to enter into this agreement on behalf of his/her business.
5.2 Seller guarantees the following:
- Seller is authorized to sell the Domain Name
- All taxes due until the moment of transfer are paid
- Seller is and will remain the only holder of the Domain Name until the transfer
- The Domain Name is unpledged and not encumbered with attachments by means of which third parties could claim the Domain Name
- The reported number of visitors in the preliminary stage of this sale are representative of the Website
- Seller has not granted any licenses to third parties concerning the contents of the Website
- There are no actual claims or pending procedures concerning infringement by the Website or Domain Name on third-party rights (but such claims are not excluded)
5.3 If Seller breaches any of the above warranties, Buyer may claim damages suffered because of this, but limited to the sales price of the Website
Article 6. Competition
6.1 Seller is free to develop or buy and operate any similar websites after transfer, but he is not entitled to use any of the transferred copyrights.
6.2 In case Buyer, at any time, intends to sell the Website and/or Domain Name, he will first invite Seller to make an offer for a repurchase. If this offer is reasonable and in line with market conditions, Buyer is obliged to accept it. If this is not the case, or if Seller does not respond to the repurchase offer within 7 days, Buyer is free to proceed to sell the Website and/or Domain Name to any third party.
Article 7. Other provisions
7.1 The signing of an agreement terminates any earlier commitments and agreements in writing or orally between the parties concerning the Website and/or Domain Name.
7.2 Upon signing an agreement, parties assume that domain names cannot be considered to be an absolute right under property law. Insofar as domain names are to be, or at any point in the future will be, considered an absolute right, the transfer referred to in Article 3 of this agreement shall be deemed to be a sale within the meaning of the Dutch Civil Code.
7.3 This agreement is subject to Dutch law. Any conflict that may arise concerning this agreement, from this agreement, or in connection with this agreement shall be brought before the competent court for the place of business of Seller.
7.4 Parties are obliged to observe secrecy in respect of the contents of this agreement and of all information that they received from one another. This duty of confidentiality does not apply to: (i) information that has become open the public other than through violation of this confidentiality clause; and (ii) information that must be made open to the public pursuant to a mandatory statutory provision or court ruling.
7.5 In cases where this website sales agreement does not provide a clear answer, the general terms of service from Upscope are applicable. These can be found here: https://upscope.nl/algemene-voorwaarden/