Commercial contracts lawyers in Scotland

Why your contracts matter

Every business deals with a wide range of commercial contracts. Some are routine, while others are for one-off arrangements such as a new supply chain, a partnership opportunity or a new service. A contract that is unclear or one-sided can cost you money, time and important relationships.

Our team helps you understand the main risks your business faces under each contract and how best to manage or remove them. Our aim is to make each contract as protective as possible, legally and commercially, while still being acceptable to the other side.

Contracts we draft and negotiate

Whether you sell products, provide services or trade online, we prepare terms that fit how your business actually works. We regularly advise on:

• Terms and conditions of business
• Supply and purchase agreements
• Service agreements
• Agency and distribution agreements
• Framework and call-off contracts
• Consultancy agreements
• Collaboration and joint ventures
• Sponsorship and marketing agreements
• Non-disclosure agreements
• Franchising arrangements
• Outsourcing agreements
• Website and online sales terms

The terms that matter most

• Price and paymentClear payment terms, interest on late payment and the right to suspend work if you are not paid.
• Limits on liabilityCaps and exclusions that keep your risk proportionate. In standard form business contracts, and for liability for negligence, these must be fair and reasonable to be relied on.
• IndemnitiesPromises to cover specific losses, which can expose you to far more than the contract value.
• Term and terminationHow long the contract lasts, any automatic renewal and when either side can end it.
• Intellectual propertyWho owns what is created, and what each side is allowed to use.
• Data protectionTerms that meet UK GDPR where personal data is shared.
• Disputes and governing lawWhich law applies, which courts have jurisdiction and whether mediation or arbitration is used first.

Payment terms are also changing. The Commercial Payments Bill, still before Parliament, proposes to make statutory late payment interest mandatory and to cap payment terms when larger businesses pay smaller suppliers, so standard terms may need to be updated once it becomes law.

Scots law or English law?

Many standard contracts used in Scotland are written for English law. That can cause problems, because the two systems differ in areas such as third party rights, signing formalities, remedies and time limits for bringing claims.

If your business is based in Scotland, a Scots law contract with disputes heard by the Scottish courts is often the simplest option. Where you trade across the UK or abroad, we advise on the best choice and make sure the contract works under the law you pick.