Does a services agreement have to be in writing?
No — a spoken agreement can be binding. But writing it down is the only practical way to prove what was agreed about scope, price and liability if a dispute arises.
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Services agreement (Scotland)
A services agreement sets out what one business will do for another, when, for how much, and what happens if it goes wrong. It should define the services precisely, fix the price and payment terms, deal with who owns anything created, cap liability and explain how either side can end it.
When you need one
Use one whenever a business or freelancer provides work rather than goods: design, IT, marketing, cleaning, maintenance, bookkeeping. Written terms matter most where the work runs over weeks or months, or where a dispute about scope, quality or payment would be costly.
What it should contain
Services and deliverables
A clear description of the work, usually in a schedule, with any milestones and acceptance tests. Vague scope is the most common cause of disputes.
Fees and payment
The price, when invoices are issued, when they must be paid, and interest on late payment.
Standard of work
A promise to use reasonable skill and care, and to meet any agreed specification.
Intellectual property
Who owns what the provider creates, and what licence the other party gets.
Limitation of liability
A cap on each party's exposure, with the losses the law says cannot be excluded carved out.
Term and termination
How long it lasts, notice to end it, and the right to terminate for serious breach or insolvency.
Points specific to Scotland
- In Scotland, the common law implies a duty to perform services with reasonable care and skill; for consumers, the Consumer Rights Act 2015 applies across the UK.
- The Late Payment of Commercial Debts (Interest) Act 1998 applies in Scotland too.
- A claim for breach of contract is normally lost after five years under the Prescription and Limitation (Scotland) Act 1973, not six as in England.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
Common mistakes
- Describing the work loosely ("website services") instead of listing deliverables.
- Leaving intellectual property unaddressed, so the client pays for work it does not own.
- Agreeing an uncapped liability without realising it.
See a specimen services agreement — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
Who owns the work under a services agreement?
Unless the contract says otherwise, copyright in material the provider creates usually stays with the provider. The client only gets ownership if the agreement assigns it in writing.
Can I cap my liability under a services agreement?
Yes, between businesses, provided the cap is reasonable. You can never exclude liability for death or personal injury caused by negligence, or for fraud.
Draft your services agreement now
Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a services 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.