I run a small e-commerce shop (about 3,000 customers) and I'm in talks to sell the business. The buyer wants the customer list included. But I'm worried, can I actually transfer that list? Do customers need to opt in again? What if someone sues me later? Anyone been through this?
Business Sale
Who owns the customer list if I sell my company?
Depends on your privacy policy and where your customers live. If you promised not to share their data, selling it could be a breach. Check the fine print you wrote when you started.
Your lawyer will say 'it depends' and charge you $400 to do so.
I sold my bike shop laast year. The customer list was part of the deal, but we had to send an email letting people know. A few unsubscribed, but most didn't care. No lawsuits yet *knocks on wood*
Why would the buyer even want a list of people who bought from *you*? They're not buying your personality. Unless you have a really loyal following.
A list of past customers is gold for a new owner. They can market similar products. But yeah, legally it's messy.
If you're in the EU, GDPR says you need a lawful basis to transfer personal data. Consent might not transfer. You'd probably need to re-consent or rely on legitimate interest. Good luck with that.
Legitimate interest? That's lawyer-speak for 'we'll do what we want and hope no one complains.'
Honestly, I just asked my lawyer and did what she said. Cost me a few hundred bucks but saved me from worrying. Not worth DIY-ing a business sale.
Make sure the purchase agreement explicitly li sts the customer data as an asset. If it's not in the contract, the buyer might come back later saying they thought it was included.
Also, what about the customers who opted out of marketing? Their data might still be transferable as part of the business, but you can't market to them without consent. The buyer needs to know that
And don't forget about data retention policies. If you promised to delete data after a certain period, selling it might violate that. Your privacy policy is a contract with customers.
Just tell the buyer the list is 'proprietary' and 'confidential' and then run. Kidding. Mostly.
One more thing: if you have email addresses, the CAN-SPAM Act in the US requires that you honor opt-outs. The new owner would need to as well. But Transferring the list itself isn't illegal if it's part of a business sale. Still, get a lawyer.
Thanks for the input. I've got a call wtih my lawyer tomorrow. The buyer is pushing hard to include the list, so I need to know where I stand. I'll update if anything interesting happens.
Good luck. And don't let the buyer rush you. A good deal isn't worth a legal headache later.