Domain Name Transfer Agreement
We encourage you to thoroughly review our Domain Name Transfer Agreement in its entirety prior to purchasing services. For more information, please contact us here.
Last Updated: 06/06/2019
This Domain Transfer Agreement (this “Agreement”) is entered into by and between Keltech Designs, LLC (“Agency”) and you (“The Buyer”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Domain Transfer Service (“Domain Transfer Service” or the “Service”). Your acceptance of this Domain Name Transfer Agreement indicates that you have read, understand and agree to the terms of this Agreement, along with Keltech Designs LLC User Agreement, which is hereby incorporated by reference. Any capitalized terms not defined within this Domain Transfer Agreement shall have the meaning as described in the Keltech Designs LLC User Agreement. In the event any of the terms found herein conflict with the Keltech Designs LLC User Agreement, the terms of this Agreement shall control.
If the Agency intends to amend this Domain Transfer Agreement, the Agency will notify you thereof. If you do not object thereto in due form or in due time, the amended Domain Transfer Agreement shall take effect two (2) calendar weeks after receipt of the notice. An objection is only deemed to have been made in due form and in due time if it is made in writing and is received by the Agency will notify you of the possibility of filing an objection and of the form and time limit therefor and the legal consequences of failing to file an objection in due form and in due time.
Unless otherwise agreed between the Agency and you, side agreements, amendments, or addenda to this Agreement are not valid unless set forth in written form. Any waiver of this written form requirement is also not valid unless set forth in written form.
These terms and conditions are drafted in English, German, French, Spanish and Chinese language. In the case of any inconsistency between the English version and the other versions, the English version will prevail.
2. Description of Services
The Domain Transfer Service offers the Agency’s assistance with the transfer of a registration of, or legal right to register, an Internet domain name (“Domain”) that is the subject of a purchase and sale agreement whereby a domain buyer (“Buyer”) has agreed to purchase the Domain from a domain owner (“Seller”) for an agreed upon amount (“Purchase Price”).
Content, data, programming or other elements of the website/project and/or any additional consideration included in a purchase and sale agreement between Buyer and Seller are outside the scope of the Domain Transfer Service and the transfer or payment for such shall be the sole responsibility of Buyer and Seller. Buyer and Seller agree that they are solely responsible for the transfer of any and all elements of a transaction outside the Domain and Purchase Price and that once the Domain Transfer Service is initiated and accepted by the Agency, neither party will request cancellation due to a dispute over such.
Drafting of custom purchase and sale agreements, enforcing the terms of such agreements between Buyer and Seller, or any legal consultations on the part of the Agency are not included in the Service and must be obtained from User’s own legal representative.
3. Rights and Responsibilities of the Agency
The Agency, in its sole and absolute discretion, may change or modify this Domain Name Transfer Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Agency website (this “Site”). You acknowledge and agree that (i) the Agency may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, the Agency may occasionally notify you of changes or modifications to this Domain Name Transfer Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. The Agency assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
The Agency acts here neither as a Buyer or Seller, nor as the representative of a Buyer or a Seller, nor as a broker. The Agency reserves the right to review and accept or reject any orders for the Domain Transfer Service in its sole discretion. This includes, but is not limited to, rejecting any orders in which the Purchase Price is less than the fees owed to the Agency pursuant to this Agreement, the Price List, or any other agreement for services related to the Domain.
The Agency shall provide all instructions and any materially related information as known to the Agency to Buyer and Seller through the KD Account in the Domains section of the Agency Site. You shall not hold the Agency responsible to reach out to you through other contact information listed in your KD Account. You will be emailed via the email address listed in your KD Account when communications are posted to the KD Account. Not being aware of any communications posted to the KD Account shall not be grounds to release you from any of your obligations in this Agreement.
4. Transfer Process for Domain
Once the transfer is complete, you will be able to RENEW, MODIFY DNS, and perform other functions by logging into your KD Account. You must complete all required information requested through the Site, i.e. contact information, nameserver information, etc. Proceed through to the shopping cart and pay for your domain transfer(s). You are required to update your Administrative Contact’s email address at your current registrar. We will be contacting the Administrative Contact’s email address for transfer approval. The transfer will only be initiated upon approval from your Administrative Contact. Once initiated, a transfer will be accepted or denied by the losing registrar within five (5) days.
The Agency shall instruct the Buyer and the Seller of the Domain as to the required steps and best practices involved in the technical domain name registration transfer process. The Agency can only ensure the prompt and orderly transfer of the Domain if the Agency’s instructions to the Buyer and Seller are strictly followed.
A successful transfer of the Domain has taken place when the Seller has relinquished technical control of the Domain and no longer needs to take any actions to allow the Buyer to gain technical control of the Domain (“Successful Transfer”). In lieu of direct knowledge of the shift in technical control, you acknowledge that a Successful Transfer will also be considered to have taken place if (a) the Buyer modifies the Domain’s public WHOIS record, (b) the Agency receives confirmation from the Buyer’s registrar or the registry that the Buyer has control of the Domain, (c) the Buyer confirms receipt of the Domain in writing or electronic mail (including through the KD Account) or (d) the Buyer has not replied to the Agency’s requests for confirmation of Buyer’s control of the Domain within five (5) days of the first request from the Agency. In the case of the latter, Buyer’s silence in response to the Agency’s requests shall constitute Buyer’s confirmation of control of the Domain.
A Successful Transfer may also occur in those cases where the Agency, at its sole discretion, assumes temporary control of the Domain on behalf of the Buyer and Seller to effectuate the transfer. In the event the Agency assumes control of a Domain during the transfer process, the Agency is not obligated to Buyer or Seller to maintain or alter the Domain’s domain server settings or otherwise display content of any kind on the Domain.
5. Purchasing Domain Transfer
The Agency may, at its sole discretion and where in compliance with local regulations, require Buyer to remit the Purchase Price to a bank account owned by the Agency in order to expedite payment to the Seller and ensure payment of any fees owed by either party to the Agency. The Purchase Price shall be safeguarded on Buyer’s and Seller’s behalf until disbursed to the Seller. The Agency shall only disburse the Purchase Price to the Seller after the Seller has released control of the Domain to the Buyer or to the Agency.
6. Transfers of Recently Renewed Domains
The Buyer understand that if you are transferring a domain name that has been recently renewed, there is the potential the renewal year will be lost. The renewal year will be lost if: (i) the domain name was renewed during the forty-five (45) day grace period after the expiration date had passed; and (ii) forty-five (45) days have not yet passed since that expiration date. The Buyer understand and agree that the Agency is not responsible for this lost year and that the Agency will not credit that year to your domain. You will need to review the registration agreement you have with your previous registrar to determine if you are due a refund or credit for the lost year. Please contact your previous registrar if you have any questions about the lost year. The Buyer understand and agree that the Agency will not intervene in the recovery of any such lost registration years that occur during the transfer of your domain name.
7. Cancellation of Services
The Agency reserves the right to cancel the Domain Transfer Service (“Failed Transfer”) for the following reasons. The Agency may cancel the Domain Transfer Service if any provisions of the purchase and sale agreement conflict with the provisions of this Agreement. The Agency may cancel the Domain Transfer Service because of a dispute between the Buyer and Seller pursuant to Section 8. The Agency may cancel the Domain Transfer Service if Buyer or Seller fails to fulfill its obligation to cooperate in the transfer process after two (2) requests are made by the Agency via the KD Account.
The Agency may cancel the Domain Transfer Service if the Service violates the local regulations of either the Agency’s, the Buyer’s or Seller’s jurisdiction. Sedo may cancel the Domain Transfer Service if either party to the purchase and sale agreement materially breaches this Agreement.
If the Agency has obtained control of the Domain pursuant to Section 3, the Agency shall return the Domain to the Seller if payment has not been remitted to the Seller or, otherwise, Sedo shall transfer the Domain to the Buyer. If the Agency has received the Purchase Price pursuant to Section 5, the Agency shall return the Purchase Price to the Buyer if the Domain has not been transferred to the Buyer or, otherwise, the Agency shall disburse the Purchase Price to the Seller.
Should either party fail to meet to their obligations under this Agreement or the purchase and sale agreement, the Agency shall provide the identity of the breaching User to the injured User upon request.
PROVIDED THAT A CLAIM ORIGINATING FROM A FAILED TRANSFER IS NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF SEDO, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS, BUYER AND SELLER AGREE THAT THE AGENCY SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES, ORIGINATING FROM A FAILED TRANSFER CAUSED BY, BUT NOT LIMITED TO, EITHER BUYER OR SELLER (i) REJECTING THE PROPER COMPLETION OF TRANSFER-RELATED DOCUMENTS, (ii) IMPEDING THE EXECUTION OF THE TRANSACTION IN ANOTHER WAY, OR (iii) IN THE CASE WHERE ONE OF THE CONTRACTUAL PARTIES CANNOT BE PROPERLY IDENTIFIED DUE TO PROVIDING INCORRECT OR MISLEADING CONTACT INFORMATION.
8. Disputes, Independent Convents, Serverability
BUYER AND SELLER AGREE THAT THE AGENCY SHALL NOT BE RESPONSIBLE FOR SEEKING ENFORCEMENT OF ANY PURCHASE AND SALE AGREEMENT.
In the event that the Buyer and Seller become involved in a dispute at any time during the Domain Transfer Service, the Agency may temporarily stop providing the Service at its sole discretion and may set a reasonable deadline for the parties to reach an agreement. In the event that said deadline passes without a resolution, the Agency reserves the right to cancel the Domain Transfer Service. At that point, the aggrieved party, either Buyer or Seller, may exercise their right to initiate a legal process or proceeding against the other party. Both Buyer and Seller agree that the Agency is not responsible or liable in any way for a purchase and sale transaction ending in this manner.
The titles and headings of this Domain Name Transfer Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Domain Name Transfer Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
The Buyer acknowledge and agree that the Agency may utilize the assistance or service of a third-party provider to fulfill its obligations under this Agreement so long as the identity of the provider is disclosed to you and you will not incur any additional cost for the Agency’s use of the provider’s services. You hereby authorize Sedo to share confidential information regarding the transaction with such a third party provided that the third party is bound to the same degree of care as the Agency to protect that information.
10. Limitations on Liabilities & Disclaimer of Warranties
To the extent permitted by the law and without regard to intentional or gross negligence on the behalf of the Agency, in addition to those disclaimers and limitations on warranties found in the Agency User Agreement, Buyer and Seller understand, acknowledge and agree that:
(i) THE AGENCY IS NOT THE SELLER, AND AS SUCH, MAINTAINS NO DUTY TO VERIFY THAT THE DOMAIN NAME AND/OR WEBSITE CONTENT BEING SOLD AND TRANSFERRED DO NOT VIOLATE THE PRIORITY RIGHTS OF ANY THIRD PARTIES AND THUS MAKES NO WARRANTIES AS TO THE EXISTENCE OF CONFLICTING PRIORITY RIGHTS OF ANY THIRD PARTIES;
(ii) THE BUYER AND SELLER AGREE THAT THE DOMAIN TRANSFER SERVICE DOES NOT INCLUDE AN EXAMINATION OR VERIFICATION OF THE EXISTENCE OF ANY CONFLICTING PRIORITY FIRM NAME, NAMING OR TRADEMARK RIGHTS, OR OTHER RIGHTS OF THIRD PARTIES; AND
(iii) FAILURE TO PERFORM IN ADVANCE AN EXAMINATION OF THE DOMAIN NAME AND/OR WEBSITE CONTENT FOR THE EXISTENCE OF CONFLICTING RIGHTS, INCLUDING, BUT NOT LIMITED TO, PRIORITY OWNERSHIP RIGHTS, TRADEMARK RIGHTS, AND/OR VIOLATION OF APPLICABLE LAW, IS THE SOLE RESPONSIBILITY OF THE BUYER AND SELLER.
(IV) THE AGENCY SHALL NOT BE LIABLE FOR ANY DAMAGE RESULTING FROM THE FAILURE TO SUCCESSFULLY CONCLUDE THE TRANSFER PROCESS, UNLESS SUCH DAMAGE IS CAUSED BY INTENTIONAL OR GROSSLY NEGLIGENT CONDUCT ON THE PART OF THE AGENCY, ITS LEGAL REPRESENTATIVES OR DESIGNATED AGENTS.
THIS SHALL INCLUDE, WITHOUT LIMITATIONS, IN CASES WHERE ONE OF THE CONTRACTING PARTIES REFUSES TO COMPLETE THE TRANSACTION DOCUMENTS PROPERLY, WHERE ONE OF THE CONTRACTING PARTIES CANNOT BE IDENTIFIED ON THE BASIS OF FALSE OR MISLEADING USER ACCOUNT INFORMATION, OR IF A CONTRACTING PARTY OR THEIR REPRESENTATIVE HINDER THE EXECUTION OF THE TRANSACTION BY ANY OTHER MEANS.
(V) WITH RESPECT TO EU RESIDENTS PARTY TO AN APPLICABLE DOMAIN TRANSFER: IN THE EVENT THE AGENCY NEGLIGENTLY BREACHES A MATERIAL CONTRACTUAL OBLIGATION LIABILITY SHALL BE LIMITED TO REASONABLY FORESEEABLE DAMAGES PROVIDED THAT THE AGENCY’S LIABILITY IN THIS CASE SHALL BE LIMITED TO A MAXIMUM AMOUNT OF 5,000.00 € PER CLAIM, OTHERWISE LIABILITY IS EXCLUDED.