Does a consultancy agreement stop IR35 applying in Scotland?
No. HMRC and the tribunals examine how the engagement actually operates. A carefully drafted agreement is useful, but only where it reflects what really happens.
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Consultancy agreement (Scotland)
Under a consultancy agreement, a client engages an independent adviser to supply expert services. The agreement covers the services, the fees and expenses, how much time is committed, confidentiality and who owns the work, and, most importantly, records the consultant's self-employed status, which is relevant for tax purposes under the IR35 off-payroll working rules.
When you need one
It is suitable where you bring in a specialist, adviser or interim manager for a project or on a retainer, instead of taking them on as an employee.
What it should contain
Services
The consultant's tasks and the time they are expected to commit.
Fees and expenses
Daily rate or set fee, invoicing, and expenses.
Status
Confirms the consultant is not employed, may provide a substitute and decides how the work is carried out.
Confidentiality and IP
Safeguarding the client's information and settling who owns the work product.
Termination
Notice, and the right to end it at once for breach.
Points specific to Scotland
- Employment status and IR35 rules are UK-wide and apply in the same way in Scotland; disputes about employment rights go to the employment tribunal.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
Common mistakes
- Calling someone a consultant when in practice the relationship is one of employment; status is not determined by the label.
- Overlooking the off-payroll working rules when the consultant provides services through a company of their own.
View a specimen consultancy agreement, a brief sample illustrating the structure and principal clauses in the format the app generates.
Quick answers
Who owns the consultant's work in Scotland?
The consultant owns it, unless the agreement assigns the intellectual property to the client, which most clients will insist on.
Draft your consultancy agreement now
Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a consultancy agreement under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.
Start drafting — freeBrowse all guidesReviewed 2026-09-24. General legal information about Scots law, not legal advice.