Further guidance as to the content of the BScale Documents and use of the Document Generator can be found here.

We recommend that you use the BScale Guidance Note for reference when generating BScale Documents.

Subscription and Shareholders’ Agreement

A subscription and shareholders’ agreement serves two purposes. Firstly, it records the terms on which an investor or investors subscribe for shares. Secondly, in conjunction with the articles, it governs the relationship between the shareholders and the company. The subscription and shareholders’ agreement sets out the rights and responsibilities of the shareholders including, amongst other things, the extent to which shareholders consent is required in relation to key decisions, the information that needs to be provided to shareholders, the rights of shareholders to appoint directors and restrictive covenants given by founders and employee shareholders (i.e., non-compete, non-solicitation of employees etc.).

The document is designed to be used alongside the BScale Articles of Association and should only be used where the Company is raising new equity funding from an investor or investors.

Articles of Association

A Company’s articles of association are a contract between the company and its shareholders and, along with the subscription and shareholders’ agreement, govern the internal affairs of the company. Amongst other things, articles of association typically deal with the appointment of directors, the operation of the board, proceedings at general meetings, issuing and allotting shares and the transfer of shares.

The document is designed to be used alongside the BScale Subscription and Shareholders’ Agreement and should only be used where the Company is raising new equity funding from an investor or investors.

Disclosure Letter

The disclosure letter is prepared by the founders and the company to identify and make known to the investor any exceptions to the warranties (contractual promises) that are given by the founders and company (as the “Warrantors”) to the investors in the BScale Subscription and Shareholders’ Agreement.

This document is designed to be used alongside the BScale Subscription and Shareholders’ Agreement.

Founders’ IP Assignment Agreement

This document transfers ownership of any intellectual property (“IP”) created by a founder to the company. This document is drafted generically, so it will capture all IP the founder has previously created that is relevant to the company. This IP is likely to be a valuable asset, and (in general) won't belong to the company unless assigned to it.

Please remember that some IP (like copyright in text, images, software code or video) will subsist without being formally registered, whilst other IP (like patents or a trade mark of your company's logo) will need registering (and those registrations will likely need updating after this document has been executed to reflect the new ownership).

Website Terms of Use

These are the terms and conditions that should appear on the company’s website. The terms, as drafted, are for a generic website that simply provides information, so if you intend to sell goods or services (especially if these sales are to consumers), operate in a regulated sector or permit user-generated comments on the company’s website you may need to modify these terms further.

Once adopted, website terms and conditions typically appear as a link in the footer of the company’s website.

Website Privacy Policy

This is a template privacy policy for the company’s website, which sets out the minimum information about data protection you need to provide to users under UK data protection laws (notably the UK General Data Protection Regulation). You will need to verify that the data processing actually practised by your company aligns with the privacy policy.

This policy assumes that the company is the controller of any personal data collected from users through the company’s website, that you have not nominated a Data Protection Officer and that no personal data is being transferred outside of the UK

Website Cookie Policy

This website cookie policy contains the minimum generic information a company is legally required to provide to people accessing the company’s website. You may wish to modify or add additional information to the document about specific cookies used and their duration to reflect the practice of the company’s website.

Once adopted, a cookie policy typically appears as a link and banner in the footer of the company’s website.

Employment Contract

The employment contract is the written agreement between the employee and the company. It sets out the key terms of employment, including job title, salary, location, hours of work and what happens when employment ends. This contract includes the basic information required by law to be given to all employees on or before they start employment, as well as some key protections for the employer in relation to confidential information and intellectual property.

Confidentiality Agreement

This is a template non-disclosure agreement for the mutual exchange of confidential information between two private parties for an agreed and clearly defined purpose. This template document is not intended for any exchange of confidential information where one of the parties is a public authority as defined in the Freedom of Information Act 2000 or similar legislation, or where one party will disclose significantly more information or significantly more sensitive confidential information than the other.

BScale: Legal services for start-ups