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Subscriber maintenance of a software development agency

About company and product

Artkai is an international software development company with offices in the US, UK, Belgium, Switzerland and Ukraine, and a team of 100+ IT specialists around the world.The Artkai team provides outsourcing and outstaffing development services for:

  • Enterprise software and B2B SaaS
  • Web 3 and Blockchain applications
  • Fintech and Banking solutions


Artkai turned to Stalirov&Co to delegate legal tasks and set up an in-house legal department. The company scaled its business in the US and the EU, planned to open a foreign sales office and wanted to delegate legal onboarding of clients and developers to lawyers.

During the audit phase, IT lawyers found that in order to achieve the goals, the company needs to:
  • 1Update the contractual base with clients on outsourcing and outstaffing
  • 2Develop contracts and NDAs with a team of independent contractors in Ukraine and other countries
  • 3Create a single corporate structure of Ukrainian and foreign companies
  • 4Implement an international tax compliance system
  • 5Protect the intellectual property rights of the company

The Stalirov&Co team has identified the following areas of work:

Our team developed client service contracts for outsourcing and outstaff business models
  • We implemented rules for
    updating and canceling SoWs.
  • We described the procedure for replacing
    the project team in Dedicated team contracts.
  • We added a disclaimer stating that Artkai is not responsible for
    damages caused by the replacement of the project team.
  • IT lawyers determined work on the Time & Material
    model and payment schedule.
  • We added the clause that obliged the client to pay invoices
    within 5 days from the moment they were received.
  • We warned about the right of Artkai to suspend
    work till the invoice will be paid.
  • IT lawyers set the Artkai’s right
    to change IT specialists’ rates.
  • We differentiated the edits that are made at the expense of Artkai,
    and new requests that the client pays additionally.
  • We set that the client is obliged to pay for the downtime due to the delay
    in the provision of materials, accesses and technical specifications.
  • We limited the company's liability for failure to meet
    deadlines due to delays on the part of the client.
  • IT lawyers add the provision to forbid the disclosure of
    confidential information and poaching Artkai’s employees.
  • We determined what intellectual property rights
    are transferred from the company to the client.
  • We set the Artkai’s opportunity to publish cases
    in the company's portfolio.
  • We described the procedure for terminating
    the contract and resolving conflicts.
Our team developed contracts with the team
  • IT lawyers established the independent status of team members
    in order to avoid fines and additional taxes.
  • We described the procedure for setting
    SoWs through Jira.
  • We determined the schedule and terms
    of invoices payment.
  • IT lawyers obliged Artkai’s employees to correct bugs.
  • We fixed the transfer of intellectual property rights
    at the time of creation of objects.
  • We obliged employees to notify Artkai about the intention to stop
    working in the company at least 30 days in advance.
  • We described the technical and organizational measures that an employee
    is required to implement for the secure processing of personal data.
Our team drafted NDA/NCA/NSA with clients, partners and employees to protect Artkai's confidential information
  • IT lawyers explained what is considered confidential information.
  • We determined methods of transferring confidential information
    and methods of proving the fact of disclosure.
  • We warned what actions are considered
    competition and enticement.
  • We added a provision that forbids Artkai employees to publicly
    demonstrate and provide access to results of their work.
  • IT lawyers warned Artkai employees are banned from working directly with the company's
    clients, creating competing products, and poaching other team members.
  • We determined a fine for employees for poaching team members
    in the amount of 100% of their average salary for the year.
  • We have established a penalty for employees for poaching Artkai clients in the amount of
    100% of the amount of unreceived payment for all contracts with such clients.
Our drafted a Data Protection Agreement in accordance with the requirements of the GDPR to work with customers from the EU
  • IT lawyers compiled a list of personal data that Artkai has access to
    and recorded the acceptable ways of processing it.
  • We described the technical and organizational measures that the company must
    implement for the secure transfer, processing and storage of personal data.
  • We determined the conditions for data transfer
    to Artkai employees and contractors.
  • We implemented the signing of Standard Contractual Clauses to be able
    to transfer data to the company's team members from Ukraine
Our team carried out business restructuring
  • We developed the structure of the Ukrainian holding.
  • Our tax lawyers distributed the tax burden
    and financial flows.
  • Tax lawyers gave recommendations on working with clients from different countries, for example,
    on concluding contracts with clients from the UK on behalf of a Ukrainian company.
  • We chose a company to work with VAT payers.
  • We chose a company for the most profitable work with the USA, England,
    EU countries, Japan, Israel and other foreign customers.
  • IT lawyers distributed outsourcing and outstaffing
    services between companies.
  • We accompany work with consultants and agents
    who are looking for investors for Artkai.
Our team developed a Shareholders’ agreement to regulate relations between business partners
  • IT lawyers distributed shares in the business,
    profit and loss.
  • We set the right of priority purchase if one of the co-founders
    decides to sell his share or part of it.
  • We described the rules of business management, determined how often
    the meeting of founders is held, and how decisions are made on significant issues.
  • We limited the ability of the founder to take part in voting on issues in which they have
    a personal or material interest that could cause a conflict of interest.
  • We defined the CEO’s duties and fixed the cost of contracts that he can conclude on
    behalf of the company without the consent of the company founders.
  • We implemented a procedure for resolving deadlocks
    and resolving disputes.
  • IT lawyers added a provision that the founders were obliged to keep confidential all
    information that becomes known to them during the management of the business.
  • We added a restriction to conduct a competing business
    and poach employees.
Our team registered a trademark for the protection of Artkai’s intellectual property, brand and goodwill
  • IT lawyers collected the necessary documents and communicated with the patent agent.

5 measurable outcomes of subscription service of Artkai

Outsourcing In-house Legal Department
Artkai receives daily involvement of the Stalirov&Co team of lawyers in the internal processes of the company. We provide prompt and competent response to requests and development of optimal solutions.
Business scaling in Europe and the USA
We opened a sales office in London and R&D centers in Ukraine. IT lawyers determined the algorithm for cooperation with clients from the USA, England, EU countries, Japan, Israel and other countries.
Flexible tax structure
We chose individual taxation conditions for each company to avoid an increase in the tax burden and a forced transition to a general taxation system.
Legal onboarding/offboarding of team members in Ukraine and around the world
We developed contracts and non-disclosure agreements to ensure the stability of the team and compliance with the rules of outsourcing and outstaffing software development. Our lawyers communicate with recruiters and HR companies.
Legal onboarding/offboarding of clients
We communicate with Artkai’s Sales managers and PM, conduct audits of outsourcing and outstaffing contracts and help to coordinate them with customers.

Subscriber maintenance for IT companies

Our lawyers handle a range of IT legal services for software companies under the Time & Material and Fixed Price system.

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