Legal
EcomFlips Asset Purchase Agreement.
Operated by MB Online Marketing · Effective 11 August 2026
2026-08-13.v6This is the template. In each deal it becomes a deal-specific Asset Purchase Agreement, where the agreed price, the exact assets, the inspection window and both anonymized parties are filled in, and both sides e-sign it before any money moves. Each acceptance is recorded with version, timestamp and IP, and a frozen copy of the exact terms is retained as that party's executed counterpart.
1. Parties and role of EcomFlips
This Asset Purchase Agreement is entered into between the Buyer and the Seller for the store in the deal. Both parties remain anonymous to each other and are identified only by their EcomFlips reference. MB Online Marketing ("EcomFlips") operates the marketplace as a venue and transaction facilitator; it is not a party to the sale and does not own the assets being transferred. EcomFlips does receive and hold the purchase price between payment and completion, as stakeholder for both parties, under clause 3.
2. Assets being sold
The Seller agrees to transfer, and the Buyer agrees to acquire, the following assets included with the store in the deal: the assets listed in the deal. The Seller warrants these are all of the assets required to operate the business as described in the listing.
3. Price and protected payment
The agreed purchase price is the agreed sale price, exclusive of VAT. Where the Seller is required to charge VAT on the sale, that VAT is added to the price and the Buyer pays the total shown in the deal room, which EcomFlips collects on the Seller's behalf and passes on to them. The Buyer pays that total to EcomFlips by bank transfer, to the account and reference shown in the deal room and to no other account. EcomFlips holds that money as stakeholder for both parties and pays it to the Seller, less the fee in clause 4, only after the transfer checklist is complete and the Buyer has confirmed in the deal room that the assets have been received. Any payment made directly between the parties, or to any account other than the one shown in the deal room, is outside this agreement and voids all EcomFlips protections.
4. Platform success fee
EcomFlips charges the Seller a success fee of 15% (subject to a minimum of €200 per transaction) of the final sale price, exclusive of VAT. Where EcomFlips is required to charge VAT on that fee it is added to it, and the fee together with any such VAT is deducted from the Seller's proceeds when the payout is made. The Buyer pays the agreed price, and any VAT on the sale under clause 3, and no fee to EcomFlips.
5. Seller warranties
The Seller warrants that they are the legal owner of the store and all listed assets; that all financial figures, metrics and statements provided are true and accurate; that the store is not subject to undisclosed platform suspensions, holds, chargebacks, or disputes; and that no material information has been withheld.
6. Asset transfer
After EcomFlips confirms in the deal room that the Buyer's payment has been received, both parties complete the transfer checklist in the deal room. Each item requires confirmation by both parties. The Seller must transfer all listed assets promptly and cooperate in good faith. The Buyer must not use, modify, or monetise transferred assets in ways that frustrate a potential refund until funds are released. Transfer checklists and guides published by EcomFlips are general information only, not legal, tax or platform-compliance advice: the parties alone decide how each asset and account is transferred and remain solely responsible for compliance with each third-party platform's terms. EcomFlips never performs, verifies or intermediates a transfer and never requests account credentials.
7. Confirmation, disputes and refunds
Once the checklist is complete, the Buyer verifies that the store matches the listing and confirms receipt in the deal room; that confirmation is what authorises payment to the Seller, and nothing is paid to the Seller without it. The Buyer may open a dispute at any time before the payout is made, and EcomFlips does not make the payout while a dispute is open. Disputes are mediated by EcomFlips and the outcome is executed by EcomFlips from the funds it holds: a full payment to the Seller, a full refund to the Buyer, or an agreed partial resolution. A refund is made to the account the payment came from. If the Buyer neither confirms nor disputes within 24 hours of the checklist completing, EcomFlips may treat the matter as a dispute and decide it under this clause.
8. Third-party platforms and post-closing responsibilities
Third-party platforms (including Google, Meta, TikTok, Pinterest, Shopify, marketplaces and payment providers) act unilaterally under their own terms and may review, restrict, or suspend accounts at any time, including following a change of ownership or business details. Neither party nor EcomFlips controls these decisions; a platform action after closing is not a breach by the Seller unless it results from a matter the Seller misrepresented or failed to disclose under clause 5. From the moment the payout is made to the Seller, the Buyer assumes full operational responsibility for the store, including customer refunds, returns, chargebacks, order fulfilment and customer-service obligations, and including those relating to orders placed before closing. The purchase price is not adjusted for such items after release; the Seller must disclose all pending or reasonably expected refund requests, chargebacks and customer disputes before closing, and the Buyer should review open orders and refund history during the inspection window.
9. Anonymity, liability and communication
Parties must communicate exclusively through the deal room and must not exchange contact details, store URLs, or transact off-platform. To the maximum extent permitted by law, EcomFlips' aggregate liability in connection with a transaction is limited to the platform fee received for it, and EcomFlips gives no guarantee of the store's future performance.
10. Identity verification and disclosure
Although the parties are anonymous to each other, neither party is anonymous to EcomFlips: each Buyer and Seller completes identity verification through EcomFlips' third-party verification provider before they can transact. MB Online Marketing retains those verification records as part of the transaction record. Each party consents in advance to EcomFlips disclosing their verified legal identity and contact details to the other party where (a) both parties consent, (b) disclosure is reasonably necessary for a party to pursue a dispute under clause 7 or to enforce this agreement, including a breach of clause 5 discovered after closing, or (c) disclosure is required by law or by a court or competent authority. A party receiving identity details under this clause may use them only for the purpose for which they were disclosed. Anonymity is a feature of the marketplace, not a limitation on either party's rights: neither party may rely on the other's anonymity as a defence to enforcement of this agreement.
11. How the money is held
EcomFlips holds the purchase price from receipt until it is paid out under clause 3 or refunded under clause 7. It holds it as stakeholder for the parties and does not treat it as its own money, does not lend or invest it, and pays no interest on it. EcomFlips is not a bank and not a licensed escrow provider, and the money is not held under any regulated escrow, client-money or trust scheme; each party's protection is this agreement and the record of the transaction kept by EcomFlips, not a regulatory guarantee. If the sale does not proceed for any reason before the payout is made, the Buyer's money is returned in full to the account it came from and no success fee is owed by either party. If MB Online Marketing is unable to hold or transmit the money for a deal, the sale does not proceed on these terms, the money is returned, and neither party is in breach of or liable to the other by reason of that.
12. Electronic acceptance
Each party accepts this agreement electronically by clicking "I accept". Each acceptance is recorded with the party's EcomFlips reference, the agreement version, a timestamp and IP address, and a frozen copy of these exact terms, forming that party's executed counterpart, retained by EcomFlips as the transaction record.
13. Invoicing
The sale of the store in the deal is a contract between the Buyer and the Seller, and the invoice for it is issued in the Seller's name, not EcomFlips'. The Seller authorises EcomFlips to prepare and issue that invoice on the Seller's behalf and to send it to the Buyer (self-billing), and to state on it that it was issued this way. The Seller must raise any objection to an invoice issued on their behalf within 14 days of it being sent, after which it is treated as accepted. EcomFlips separately invoices the Seller for its own success fee under clause 4. To make those invoices, each party provides EcomFlips with its invoicing details: legal name, address, and VAT number if it has one, and each party is responsible for the accuracy of what it gives. The VAT shown follows those details: the sale carries VAT where the Seller is registered for it and the Buyer is in the same country, is reverse-charged to a business in another EU member state that gives a valid VAT number, and carries none where the Seller is not registered or the Buyer is outside the EU. EcomFlips does not apply the relief for the transfer of a going concern of its own motion; a Seller who considers the sale qualifies must say so before the payout, so that it is either applied or corrected afterwards by credit note. Each party consents to those details appearing on the invoice sent to the other party. This is the point at which the parties cease to be anonymous to each other, and it is the only ordinary point at which that happens: neither party's details are disclosed to the other before the payout is made.