Business/Channel Sale Guidelines
This guideline outlines the procedures for when a Licensee sells their business, transfers their License, and/or sells a specific operational channel/business unit. In all scenarios, a 30-day notice to Everyday Digital is required. As a Licensee of Everyday Digital's technology, your licence along with your platform iteration and related data are transferable during a sale, as is.
5. Licensor mandate 5.6 Any change in effective control of the Licensee - or sale of the Licensee and/or its business will materially affect this Agreement, and the Licensor’s appropriate procedures will need to be followed to give effect to such change. Notice of any such intended change must be provided to the Licensor in writing, no less than 30 (thirty) days before any changes can be processed by the Licensor. 22. Intellectual property 22.1 It is hereby recorded that all right, title and interest in and to the Platform, including all Intellectual Property in relation thereto, and all modifications, improvements or enhancements to the Platform which constitute derivative or composite works, translations or adaptations thereof or which use all or any part of the source code within the Platform together with all Documentation related thereto are, shall remain vested solely in the Licensor and the Licensee may not hold itself out as having any ownership or other right with respect thereto, except as specifically granted hereunder.
Selling your Business with Continuation of your Entity
The purchaser takes over an existing Licensee's business entity and operations.
When you sell your business with the continuation of your business entity (same company name/Pty) the purchaser takes over the entity without any changes to the business name/entity. In this case, you need to provide a 30-day notice to Everyday Digital. Since the business name remains the same, the platform's End User License Agreement (EULA), terms, and privacy policies do not need to be updated, and no contractual changes apply to the end-users.
Steps
Notify Everyday Digital no less than 30 (thirty) days.
Re-signing of the mandate by the purchaser.
Onboarding the purchaser as a Licensee.
Selling Your Business to a New Entity
The purchaser takes over from an existing Licensee's platform as a new entity.
If you intend to sell your business and the purchaser will over the Licensee agreement under a new entity name, you must notify Everyday Digital within 30 days of the sale. This notification enables several compliance actions to take place.
Steps
A joint announcement to existing end-users and tenancy customers announcing the transition to a new platform Licensee.
Re-signing the updated Licensee mandate with the new entity.
Onboarding the new entity as a Licensee.
Updating digital agreements on the platform (EULA, Terms, Privacy Policy).
Selling an Operational Channel/Business Unit
The purchaser takes over of a Licensee's specific channel as a new customer.
When you sell a channel, you are selling a specific section of your operations, not the entire business. If you operate multiple channels on a single platform, the platform must be split to have one channel per platform. If the channel is already on a separate platform, no migration action is required. The sale of the channel will result in a new Licensee.
Steps:
Notify Everyday Digital no less than 30 (thirty) days.
The purchaser must sign the licensee mandate.
A joint announcement to existing users and customers to explain the change in licensee for the channel.
Migration of the channel to a separate platform (if it's currently on the same platform).
Updating digital agreements on the platform (EULA, Terms, Privacy Policy).
Continuity Safeguards
The Licensee mandate includes provisions that allow Everyday Digital to act as a custodian in the event of the termination of a Licensee mandate or during the transfer of a channel or business. This provision is activated only if there is no Licensee agreement in place after the termination date, or if the Licensee terminates the agreement without appointing a successor.
4. Licensee appointment and mandate
4.7. In the event that the Licensee can no longer operate, support or continue providing services, the Licensor will take on the contingency role of interim custodian in the interest of continuity and uninterrupted services, until such time that an appropriate replacement Licensee is appointed, not excluding the Licensor.
General Sale and/or Licensee Transfer Caveats
Source Code Access Any request for source code transfer must be pre-approved by and negotiated directly with the Licensor, and may incur fees.
Platform & Non-Platform Features & Content New features developed by the Licensor are owned by the Licensor and may require implementation fees if adopted by the Licensee’s platform iteration. Any external/API Integration/third party development and/or web activities as well as content created on and for the platform are exclusively owned by the Licensee.
Last updated