Legal Glossary

Call Option

An Option which gives a right (but not an obligation) for a person to acquire an asset from another person at a specified price (or a price calculated in accordance with an agreed formula). The terms of the Call Option will often state that it may only be exercised during a defined period of time.

Certificate of Incorporation

The document issued by the companies’ registration authority in a particular jurisdiction upon the creation and registration of a company as a separate legal entity. A certificate of incorporation is usually re-issued following a change of name of the company.

Confidentiality Agreement

Also known as a Non-Disclosure Agreement or NDA. An agreement which requires a party to keep certain information confidential and to use that information only for a specified purpose.

ScaleUp has a Confidentiality Agreement (One Way) document {here} and a Confidentiality Agreement (Mutual) document {here}.

Consultancy Agreement

An agreement which appoints an individual to perform services for another party where the relationship between the parties is not that of Employer and Employee.


An individual working for a company under a Consultancy Agreement or other contract which is not an employment agreement. Consultants are not entitled to the rights of employees set out in employment laws.

Convertible Loan Note

A loan to the company which converts into Preference Shares or Ordinary Shares at a specific price and generally during a specified period. The conversion will usually be at a discount to the company’s share price. Convertible Loan Notes are used to bridge the company between rounds of Preference Share issues so are often granted to Angel Investors, Seed Investors or other existing investors in the company.

ScaleUp has a Convertible Loan Note document {here}.


An intellectual property right. Copyright protects the form of expression of an idea (and not the idea itself) and lasts for a fixed period (normally the life of the author plus 70 years from the end of the calendar year of the author’s death). Copyright laws are designed to prevent copying but do not extend to similar or identical works which may already exist, provided they have not been copied.


Also known as Peer-to-Peer finance or P2P. A method of raising money from individuals to fund a startup which is often done through an online platform. There are different Crowdfunding methods (e.g. loan-based, investment-based, donation-based and pre-payment- or rewards-based), some of which may be regulated activities in some jurisdictions.