Be Wise › Be Contract Wise (Scotland) guides › Services agreement
A services agreement records what one business is to do for another, the timetable, the cost and the consequences if things go wrong. It ought to define the services precisely, settle the price and payment terms, establish ownership of anything created, limit liability and state how either party may bring it to an end.
You should have one wherever a business or freelancer supplies work rather than goods, for example design, IT, marketing, cleaning, maintenance or bookkeeping. Written terms are most important where the work extends across weeks or months, or where an argument over scope, quality or payment would prove expensive.
A clear account of the work, normally set out in a schedule, plus milestones and acceptance tests where relevant. Disputes arise more often from a vague scope than from anything else.
The price, the timing of invoices, the deadline for paying them and interest on overdue sums.
An undertaking to meet any agreed specification and to exercise reasonable skill and care.
Ownership of whatever the provider produces, and the licence granted to the other party.
A limit on what each party may have to pay, with losses that cannot lawfully be excluded left outside the cap.
The duration, the notice needed to end it, and a right of termination where there is a serious breach or insolvency.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
View a specimen services agreement, a brief example of its structure and main clauses in the layout the app generates.
No. Under Scots law an oral agreement can be binding. In practice, though, a written record is the only realistic means of proving what was agreed on scope, price and liability should a dispute arise.
Generally the provider. Unless the contract provides otherwise, the provider will normally keep the copyright in material it produces, and the client acquires ownership only where the agreement contains a written assignment.
Yes, in contracts between businesses, as long as the cap is reasonable. Liability for fraud, or for death or personal injury caused by negligence, can never be excluded.
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.
