Part 1: Databases
Over the years Lawdit has been instructed to buy and sell many Internet businesses. A key aspect of any sale would be the sale of the seller’s database. A database is often a key asset in any sale. The database will consist of client lists, ledgers, inventories etc. It is the foundation upon which any business is built. It is usual for any sale of a database for it to be sold either through the relocation of the servers or by data migration. When we are advising a buyer we always advise that any deal ought to be avoided unless the seller deals adequately with both data protection intellectual property rights. The key to any deal are the warranties.
We would expect any seller to provide the following warranties:
1. That the Data Protection Act has been complied with at all times.
2. That the transferor is entitled to transfer the data.
3. That the transferee is entitled to use the data after the sale.
4. That the transferor has no notice of any issues from the Information Commissioner.
5. That the transferor has not received any complaints from data subjects.