Acceptance certificate
HOW THE CONTRACT PUTS IT
“The Parties shall sign a Certificate confirming the delivery of the Work Product and the property rights thereto.”
IN PLAIN WORDS
A paper that records what exactly was done, when it was handed over and whether it was accepted. Without it, it's hard to prove the rights have passed.
Advance
HOW THE CONTRACT PUTS IT
“The Buyer shall pay the Seller an advance payment of 10% of the Contract price.”
IN PLAIN WORDS
Part of the payment up front. If the deal doesn't go through, the advance is returned in the same amount, whoever is at fault.
Apostille
HOW THE CONTRACT PUTS IT
“A document issued by a competent authority of a foreign state shall be accepted provided it bears an apostille.”
IN PLAIN WORDS
A stamp confirming that a foreign document is genuine. Without it, the migration service or a notary won't accept a marriage certificate from abroad.
Assignment of property rights
HOW THE CONTRACT PUTS IT
“The Contractor assigns, and the Customer acquires in full, the exclusive intellectual property rights to the Work Product.”
IN PLAIN WORDS
Everything the developer created for you becomes yours: code, design, texts. Without this clause the author may remain the owner, even if you paid.
Authorised capital
HOW THE CONTRACT PUTS IT
“The authorised capital of the Company is UAH 1,000.00 and is formed by the Members' cash contributions.”
IN PLAIN WORDS
The amount the founders “put into” the company at the start. There's no minimum for an LLC.
Beneficial owner
HOW THE CONTRACT PUTS IT
“Information on the ultimate beneficial owner of a legal entity shall be entered in the Unified State Register.”
IN PLAIN WORDS
The person who actually controls the company, even if the share is formally held by someone else. Their details have to be kept up to date.
Cross-border contract
HOW THE CONTRACT PUTS IT
“The Parties agree that the Contract shall be governed by the law of Ukraine and disputes shall be resolved by arbitration.”
IN PLAIN WORDS
A contract with a foreign party. In it, it's important to choose in advance the law, the language, the currency and where you'll litigate.
Deposit
HOW THE CONTRACT PUTS IT
“The Buyer hands the Seller a deposit as proof of the conclusion of the agreement and to secure its performance.”
IN PLAIN WORDS
Money as a guarantee. If the buyer breaks the deal, the deposit stays with the seller. If the seller breaks it, they return double.
Descriptive name
HOW THE CONTRACT PUTS IT
“Designations that are descriptive when used in relation to the specified goods cannot obtain legal protection.”
IN PLAIN WORDS
A name that simply describes the product: “Fresh Bread”, “Tasty Coffee”. Such a mark won't be registered, because it doesn't distinguish you from others.
Diia.City
HOW THE CONTRACT PUTS IT
“A Diia.City resident is entitled to apply a special tax regime and to conclude gig contracts.”
IN PLAIN WORDS
A separate legal regime for IT companies: its own taxes and gig contracts. Not worth it for everyone; there are requirements for the team and revenue.
Encumbrances
HOW THE CONTRACT PUTS IT
“Information on encumbrances of property rights to real estate shall be entered in the State Register of Property Rights.”
IN PLAIN WORDS
Anything that restricts the owner: a mortgage, a seizure, a ban on sale. Buy a flat with an encumbrance, and you may buy someone else's problems too.
Force majeure
HOW THE CONTRACT PUTS IT
“The Parties are released from liability if the breach was caused by force majeure circumstances.”
IN PLAIN WORDS
Something happened that nobody could prevent? There will be no fine. But the circumstance has to be confirmed by a document.
Joint and several liability
HOW THE CONTRACT PUTS IT
“The Guarantor and the Debtor are liable to the Creditor as joint and several debtors.”
IN PLAIN WORDS
The creditor can demand the full amount from either of you, at its choice. Not half from each, but everything from one.
KVED (activity code)
HOW THE CONTRACT PUTS IT
“Principal type of economic activity: 62.01 Computer programming.”
IN PLAIN WORDS
The code for what your business does. It determines who you can work with and which tax system you can choose.
Licence agreement
HOW THE CONTRACT PUTS IT
“The Licensor grants the Licensee a non-exclusive licence to use the Mark in the territory of Ukraine.”
IN PLAIN WORDS
Permission to use your mark, while the mark stays yours. Not to be confused with selling the mark.
Limitation period
HOW THE CONTRACT PUTS IT
“The general limitation period is three years.”
IN PLAIN WORDS
The time within which you can go to court. Miss it, and even a fair claim can be dismissed.
Model articles
HOW THE CONTRACT PUTS IT
“The Company operates on the basis of the model articles approved by the Cabinet of Ministers of Ukraine.”
IN PLAIN WORDS
Standard articles “for everyone”. Quick, but they know nothing about your partners, a member leaving or the director's salary.
NDA
HOW THE CONTRACT PUTS IT
“The Parties undertake not to disclose Confidential Information for 3 years after termination of the Agreement.”
IN PLAIN WORDS
A non-disclosure agreement. It works only if it contains a list of information, a marking procedure, a term and liability.
Nice classes
HOW THE CONTRACT PUTS IT
“The mark is registered in respect of goods in Class 25 and services in Class 35 of the International Classification of Goods and Services.”
IN PLAIN WORDS
All goods and services are divided into 45 classes. A trademark is protected only in the classes it was registered in.
Penalty
HOW THE CONTRACT PUTS IT
“In the event of late payment, the Buyer shall pay a penalty equal to twice the NBU discount rate for each day of delay.”
IN PLAIN WORDS
A fine for breaching the contract. Check that it's the same for both sides, not just for you.
Pre-emption right
HOW THE CONTRACT PUTS IT
“The Members of the Company have a pre-emption right to acquire a share being transferred, in proportion to their shares.”
IN PLAIN WORDS
The other members have the right to buy a share first, before an outsider. If this is ignored, the deal can be challenged.
Preliminary agreement
HOW THE CONTRACT PUTS IT
“The Parties undertake, within the set period, to conclude the main sale agreement on the terms set out in this agreement.”
IN PLAIN WORDS
An agreement that you'll sign the main agreement later. For a flat it's notarised, otherwise it's void.
Public offer
HOW THE CONTRACT PUTS IT
“This Agreement is a public offer. Payment for the Order constitutes acceptance.”
IN PLAIN WORDS
A contract posted on a website. A person clicks “Pay”, and the contract is concluded, with no signatures on paper.
Receipt
HOW THE CONTRACT PUTS IT
“I, the borrower, have received from the lender the sum of ... and undertake to repay it by ...”
IN PLAIN WORDS
Written confirmation that the money was handed over. Without it, a loan between individuals is almost impossible to prove in court.
Share
HOW THE CONTRACT PUTS IT
“The Member holds a share of 60% in the authorised capital of the Company.”
IN PLAIN WORDS
Your stake in the company. It gives you voting rights and a right to profit. A sole proprietorship has no shares.
Shareholder agreement
HOW THE CONTRACT PUTS IT
“The Members of the Company undertake to exercise their rights in the manner set out in this Agreement.”
IN PLAIN WORDS
An agreement between partners: how they vote, who can sell a share, what to do in a conflict. Unlike the articles, it's confidential.
Single tax
HOW THE CONTRACT PUTS IT
“A group 3 single tax payer pays tax at a rate of 5% of revenue.”
IN PLAIN WORDS
A simplified system for sole proprietors and small companies: tax on revenue, minimal reporting. An LLC can use it too.
Temporary residence permit
HOW THE CONTRACT PUTS IT
“A foreigner lawfully staying in Ukraine may obtain a permit if there are grounds defined by law.”
IN PLAIN WORDS
A card that lets you live in Ukraine for a set period. It's issued on a specific ground: work, business, study, family.
Trade secret
HOW THE CONTRACT PUTS IT
“The Party receiving confidential information undertakes not to disclose it to third parties.”
IN PLAIN WORDS
Information that's valuable precisely because competitors don't know it. The law protects it only if you've guarded it yourself.
Type D visa
HOW THE CONTRACT PUTS IT
“A foreigner shall be issued a national visa to enter Ukraine for the purpose of obtaining a residence permit.”
IN PLAIN WORDS
A long-stay visa you enter with in order to get a residence permit here. Not everyone needs one: it depends on citizenship and purpose.
Work permit
HOW THE CONTRACT PUTS IT
“An employer may employ a foreigner on the basis of a permit issued by the employment centre.”
IN PLAIN WORDS
The permit is obtained by the company, not the employee. Without it you can't officially hire a foreigner or get them an employment-based residence permit.
Didn't find a term from your contract? Write to me, and I'll explain what it means in your particular case.