Sale and purchase agreement for a Telegram channel
With the development of the digital economy and the popularity of social networks, Telegram channels and chats have become important assets capable of generating stable income. Like any other asset, they can be bought and sold and given the growing popularity of this messenger and its wide capabilities, many users are eager to acquire existing accounts for business operations, brand promotion, or personal projects.
Why is this relevant? Today, the value of a Telegram channel or chat can even exceed that of valuable assets such as real estate, making it a good investment. However, we lack a culture and practice of purchasing Telegram channels or chats; people simply transfer money to an account and often end up with nothing.
Therefore, the process of buying and selling a Telegram channel or chat requires legal literacy and careful consideration. The main tool for this is the sale and purchase agreement, which is essentially a contract for the transfer of exclusive rights. However, despite the attractiveness of this practice, our clients often have questions about how to properly draft a sale and purchase agreement to avoid the risks of fraud.
A poorly drafted contract can lead to serious consequences, including loss of invested funds and loss of access to the account. In this regard, our lawyers have developed a detailed guide that covers key aspects of transaction documentation, including verification of ownership rights, conditions for transferring the account, and liability of the parties involved. We strongly recommend familiarizing yourself with this information to minimize risks and ensure the safety of the transaction.
If you have any questions or need assistance in drafting the agreement, please do not hesitate to contact us. We are ready to provide qualified support and protect your interests.
How are such transactions conducted?
Transactions for acquiring a Telegram channel can be carried out through specialized exchanges. Exchanges primarily serve the function of searching for the desired Telegram channel or chat; they do not specialize in or bear almost any responsibility during the transfer of rights to the channel and during the transfer of funds. Moreover, they charge a significant commission, which adds an additional financial burden on the buyer. In case of a dispute when purchasing a channel through an exchange, you risk being left without protection.
Therefore, the recommended way to acquire a Telegram channel remains independent purchasing. If you choose this method, you will need to conclude a contract for the transfer of exclusive rights. If the channel or chat has already been found, you do not need any exchange; you just need to conclude an agreement between the parties.
What is this agreement?
The sale and purchase agreement for a Telegram channel falls under the category of agreements for the transfer of exclusive rights. This means that the seller transfers to the buyer all rights to the channel and the content associated with it.
The law states that under this agreement, the rights holder, that is, the owner of the Telegram channel, transfers or undertakes to transfer their exclusive rights to the result of intellectual activity and means of individualization, namely the rights to the channel and all content, in full. In other words, it is not possible to transfer only part of the rights under this agreement—you must become the full owner of the channel.
Other forms of acquiring Telegram channels, such as becoming its second administrator without obtaining ownership of the channel, are not regulated by this agreement.
For the agreement to be legally valid, it must contain the following key elements:
1. Subject of the agreement
Clearly define what is being transferred to the buyer. In the case of a Telegram channel, this may include:
- the channel itself (its name, URL)
- the content posted on the channel
- the right to use the logo, brand, or other related assets (if any are associated with this channel)
- chatbots (if any are associated with this channel)
Is all content on the channel protected by intellectual rights? According to the law, textual and audiovisual content on internet resources, including Telegram channels and chats, is a result of intellectual activity; it is protected by copyright, and exclusive rights to it belong to the seller of the Telegram channel or chat.
How to include a content clause in the agreement? According to judicial practice, the agreement must include an exhaustive list of the channel’s contents «with a fixation of its content, fixation of major objects and elements». In other words, you need to document all texts, images, multimedia products, slides – this can also be done through screenshots, which are recognized as evidence in court.
Content also includes materials created using Telegraph (the article editor from the Telegram team). If instructions and articles on Telegraph posted in the Telegram channel or chat you intend to purchase are important and valuable to you, make sure to document them and include a clause about this in the agreement.
Another question is whether a chatbot can indeed be included in the agreement when purchasing a Telegram channel or chat? Yes, absolutely. Russian law equates chatbots to software, which is protected as an object of intellectual property. In this case, the agreement must specify which particular chatbot you wish to acquire along with the Telegram channel.
2. Price of the agreement
The agreement for the transfer of exclusive rights can be either paid or gratuitous. However, in this article, we are exclusively considering the paid agreement, as acquiring a Telegram channel for free is a rather rare and atypical occurrence.
If you have entered into a paid sale agreement for a Telegram channel but did not specify the seller’s remuneration, such an agreement will be considered invalid and will not create any legal consequences for you. This is why the condition regarding the price is essential and extremely important.
You can also provide for various payment methods. For example, this could be full prepayment, staged payments (50% before the transfer of rights to the channel and 50% after verification), or full post-payment.
Determining the market value of a Telegram channel is a complex and multifaceted process. According to experts, the value of a channel is determined not by the number of subscribers but by its profitability. In this context, an important indicator is the monthly profit of the channel, which directly affects its market price.
In practice, the cost of Telegram channels starts at a minimum of ten times their monthly profit. This range is influenced by various aspects: the channel’s theme, its audience, the level of subscriber engagement, and monetization opportunities.
3. Rights and obligations of the parties
The section on the rights and obligations of the parties in the sale agreement for a Telegram channel is a key element, as it serves as the basis for establishing mutual obligations. Clear and unambiguous formulation of rights and obligations helps avoid legal ambiguities and minimizes the risk of conflicts.
We recommend stating that the seller is obliged to provide all data necessary for managing the channel, including login credentials for the account, passwords, and information about linked email addresses or phone numbers.
In general, access control is a key element in purchasing a Telegram channel, as without it no buyer will be able to use the acquired channel. During negotiations, discuss with the seller what type of access they wish to grant you: as an administrator of the channel or as its moderator.
We suggest including a provision that upon execution of the transaction, the seller creates a new administrator account for you and removes themselves from management.
Be sure to stipulate that the buyer is obliged to accept rights to the channel and pay the specified amount.
4. Warranties and representations
This is no less important a section of the agreement, which is significant for your transaction and helps protect the interests of the buyer of the channel first and foremost.
We recommend stating that the seller provides assurances regarding the following circumstances:
- they are the lawful owner of the channel
- the channel has no legal restrictions or encumbrances (e.g., legal disputes)
- the transferred content does not infringe on third-party copyrights
Why is this important? Unfortunately, there are often situations where a buyer acquires a channel from a seller who assures them of a good audience and stable advertising income. After the purchase, the buyer faces a notification from the rights holder about copyright infringement due to content posted by the seller long before the transaction. In such cases, the rights holder may demand that the buyer (the new owner of the channel) not only remove the content but also pay a hefty fine. If you include the aforementioned seller’s assurance, you will be protected.
What happens if the seller violates their assurance? In this case, the Civil Code sides with the buyer and protects their interests. The seller will be obliged to compensate you for any losses incurred due to the inaccuracy of their assurances.
5. Terms and procedure for transfer
Specify the exact timelines and stages for transferring rights to the channel. For example:
- day of password transfer
- time frame for the buyer to verify the channel’s functionality
6. Liability of the parties
Indicate sanctions for violating the terms of the agreement. To protect the seller, we recommend specifying in the agreement the amount of penalty (in simple terms, a fine) for late payment by the buyer.
If the seller violates the deadlines for transferring rights to the channel, it is also important to provide for a penalty amount to protect the buyer.
For example, we suggest the following wording:
For violation of payment deadlines, the Rights Holder has the right to demand from the Buyer a penalty (fine) of 0.5% of the unpaid amount for each day of delay.
For violation of deadlines for transferring data necessary for managing the channel, the Buyer has the right to demand from the Rights Holder a penalty (fine) of 2000 (two thousand) rubles 00 kopecks for each day of delay.
7. Dispute resolution
Determine how disputes will be resolved. For example, specify a particular court or involve an arbitrator. We remind you that according to Russian legislation, you have the right to choose territorial jurisdiction for your disputes in the contract.
How to protect yourself under such an agreement?
Unfortunately, as many find out in practice, buying and selling Telegram channels attracts both honest users and fraudsters, so it is important to know how to protect your interests when concluding a deal. A properly drafted contract that includes clear terms and responsibilities of the parties will help avoid risks and ensure your ability to assert your rights in case of disputes.
First of all, remember that a sales contract for a Telegram channel will have legal force provided it is executed in written form. If you do not do this, the contract will be deemed invalid, and you will not be able to protect your interests under it.
Does this mean that you need to visit the counterparty and sign a paper contract? Certainly not; modern legislation stipulates that the written form is considered fulfilled if the parties send each other electronic documents. This can even be done via email.
In addition to the form, it is important to meet the condition that the contract must be signed by both parties. This confirms that both the seller of the channel and the buyer agreed to the terms at the time of signing the contract.
If you are concluding a contract through the exchange of electronic documents, a fair question arises: how do you sign it if the parties are far apart? For this situation, there is an electronic signature, which confirms that it was indeed you who signed the document.
At what point do you become the owner of the channel?
In the contract, you have the option to define when the exclusive rights to the Telegram channel are transferred. This could be at the moment of signing the contract or any other date.
What else can be provided for?
If the channel is related to a business, the buyer may wish to notify subscribers about the change of ownership. It is best to discuss this in advance during the contract drafting stage. This situation often arises if the new owner of the Telegram channel suddenly changes the content strategy or communication style, which may alienate subscribers and lead to audience attrition.
Conversely, the seller and buyer may include a non-disclosure clause in the contract regarding the details of the transaction, which can also help maintain the channel’s reputation.
What can we offer?
The buying and selling of a Telegram channel is a promising but legally complex transaction. To minimize risks, it is important to draft the contract carefully and consider all key aspects. If you do not have sufficient experience in drafting legal documents, it is advisable to consult a lawyer specializing in intellectual property and digital assets.
Our team of lawyers offers professional services for drafting buy-sell agreements for Telegram channels, taking into account all features and nuances of this type of transaction. We will carefully study your requests to provide a tailored solution that meets your needs. We strive to create a contract that is not only legally sound but also maximally convenient for both parties.