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Business-to-business services agreement (Scotland)
Scotland · in English
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21 questions · about 9 min
Made for use in Scotland
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For a business in Scotland that provides services to another business: consultancy, design, maintenance, marketing or IT support. The agreement sets out the services, the fees, invoicing and payment within an agreed period, who owns the work produced, confidentiality, data protection, a cap on liability, notice to end it, and Scots law and the Scottish courts. Late payment carries statutory interest. Both businesses sign; no witness is needed. For an individual freelancer, the freelance consultancy agreement fits better.
- Made for use in Scotland
- Last updated October 29, 2026
- Document in English
Where a UK document reproduces the words of legislation or of a government publication — UK, Scottish or Northern Irish — it contains public sector information licensed under the Open Government Licence v3.0.
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When to use this document
- Your company in Scotland is about to start providing services to another business and you want the terms in writing.
- A client keeps changing what it wants and you need the fees and the work set down.
- You run an agency in Scotland and want to cap your liability and fix payment terms.
- You want a services contract under Scots law for a business customer.
What you fill in
The details the document asks for.
- Date
- Supplier's name (a company's registered name, or the owner's own name and any trading name)
- Supplier's company number, if a company
- Supplier's address (number and street)
- Town or city
- Supplier's postcode
- Customer's name (business or person)
- Customer's company number, if a company
- Customer's address (number and street)
- Customer's postcode
- Start date
- When the supplier invoices (for example monthly in arrears)
- Payment term (days)
- Who owns the work produced for the customer
- Cap on each party's liability (for example the fees paid in the last 12 months)
- Notice period
- Services
- Deliverables, deadlines and timetable
- Fees, in pounds, and how they are worked out
- Person signing for the supplier (name and position)
- Person signing for the customer (name and position)
Common questions
- Does a services contract between businesses need to be in writing in Scotland?
- No. Under the Requirements of Writing (Scotland) Act 1995 most contracts need no writing at all, and in Scots law a promise binds without anything given in return. Writing it down settles what was agreed about price, payment, ownership of the work and ending the contract. Each business signs; a witness is not needed for an agreement like this. Where nothing is agreed, the law implies terms, such as doing the work with reasonable care and skill.
- How far can a business limit its liability in a services agreement under Scots law?
- Within limits set by Part II of the Unfair Contract Terms Act 1977, which applies in Scotland. Liability for death or personal injury caused by negligence cannot be excluded. A term excluding or limiting liability for other loss caused by a failure to take reasonable care, or any such term in one side's standard terms, has effect only if it was fair and reasonable to include it; the business relying on it must show that. A cap tied to the fees or to insurance cover is a common choice.
- What can a supplier in Scotland add when a business customer pays late?
- Businesses can agree their own payment period. If a payment is late and the contract gives no adequate remedy of its own, the Late Payment of Commercial Debts (Interest) Act 1998, which applies in Scotland, adds interest at 8% a year above the Bank of England reference rate and a fixed sum of £40, £70 or £100 per invoice. A bill to cap payment periods was not law on 29 October 2026.
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.
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