Does a consultancy agreement stop IR35 applying?
No. HMRC and tribunals look at how the engagement works in practice. A well-drafted agreement helps, but only if it matches the reality.
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Consultancy agreement (Scotland)
A consultancy agreement engages an independent adviser to provide expert services. It sets out the services, fees, expenses, time commitment, confidentiality and ownership of work, and — crucially — records that the consultant is self-employed, which matters for tax under the IR35 off-payroll working rules.
When you need one
Use one when bringing in an adviser, interim manager or specialist on a project or retainer basis rather than employing them.
What it should contain
Services
What the consultant will do and the expected time commitment.
Fees and expenses
Day rate or fixed fee, invoicing and expenses.
Status
The consultant is not an employee, controls how the work is done and may send a substitute.
Confidentiality and IP
Protection of the client's information and ownership of work product.
Termination
Notice and immediate termination 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
- Labelling someone a consultant when the working reality is employment — the label does not decide status.
- Ignoring the off-payroll working rules where the consultant works through their own company.
See a specimen consultancy agreement — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
Who owns the consultant's work?
The consultant, unless the agreement assigns intellectual property to the client. Most clients insist on an assignment.
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.