Freelance retainer agreement (UK): what to include

A UK freelance retainer should name what the monthly fee buys, whether unused hours roll over, how extra work is priced, payment in advance, a minimum term and notice to end, who owns the work on payment, and a liability capliability capA liability cap is the maximum amount one party can be asked to pay the other under a contract.More in the glossary. Sign one shared draft before the first month starts.

That is the whole job of the paper. A retainer is a regular fee that secures a set amount of time or ongoing access. It is not a one-off project, and it is not a depositdepositA deposit is money paid up front, before the main work or the final invoice.More in the glossary held against a single job. Mixing those three in one sentence is how a monthly design slot turns into an unpaid rebuild.

Write eleven things before anyone diaries the first month:

• Scope or hours. What the fee buys: a named number of hours, a named list of deliverables, or named availability. What is out.
• Rollover. Whether unused hours move to the next month, lapse, or stay invoiced anyway. A retainer that is silent here is an argument in week four.
• Out of scope. Extra work is a written, signed change, with a fee. See change control and Client keeps adding extra work.
• Response times. How fast you reply, and on which days. Availability is not a 2am Slack duty unless you price it.
• Payment in advance. The monthly fee lands before the month starts, not on net 30 after it.
• Late payment. A pause right, plus statutory interest on a business-to-business debt under the Late Payment of Commercial Debts (Interest) Act 1998.
• Minimum term and notice. How long it runs before either side can end it, and the notice period.
• Rate reviews. A date when the fee can move with the actual load.
• IP on payment. An IP assignment or a licence that bites only when the month is paid.
• Confidentiality. What they may not repeat. What you may show in a portfolio.
• Liability cap. A limitation of liability tied to the fees.

Start from a retainer. Designers, developers, photographers and small studios use the same shape. Contracts for freelancers, contracts for agencies, contracts for developers and contracts for graphic designers are the wider sets of terms.

A retainer is an ongoing arrangement where a client pays a regular fee to secure a set amount of time or ongoing access. The usual freelance shape is a monthly fee for a named number of hours, a named list of tickets, or a named service such as site maintenance, a content slot or a monthly shoot.

Two other uses of the same word get mixed in:

• A monthly hours or service retainer. Pay me this much every month; I reserve that capacity. This page is that paper.
• An upfront sum held against future invoices. Pay me now; I draw the fee down as work happens. That is closer to a deposit. Say which one you mean.

The fee buys capacity, not a blank cheque. If the month is quiet, they have still bought the slot. If the month is heavy, extra work is quoted. That is the deal you are asking them to sign.

A photographer booking a wedding is not on this page. That is a one-off job with a booking fee. A photographer who shoots a brand’s social content every month is. A developer who maintains a site for ten hours a month is. A designer who runs a studio’s design tickets on a monthly cap is. A videographer who delivers a set number of films a month is.

In England and Wales a business-to-business services contract already implies that you will carry out the service with reasonable care and skill. That is the Supply of Goods and Services Act 1982 s.13. The retainer does not replace that duty. It names the capacity you apply it to.

The template is a retainer. A one-off build still sits on a freelancer agreement or a statement of work.

A retainer buys named monthly capacity. A fixed-price project buys named deliverables for one job. An hourly or day rate buys time after you have used it. Do not mix them on one invoice.

A studio that keeps a client on a monthly slot and then runs a separate launch should use both papers: the retainer for the slot, a statement of work for the launch. Putting the launch inside “the retainer” is how a quiet month becomes three unpaid weeks.

Net 30 belongs on a project invoice. A retainer that is paid 30 days after the month has already been worked is a day-rate in disguise. Write payment in advance if you mean a retainer.

Name the capacity, the unused-hours rule, extras, response times, payment, the exit, the review, ownership, confidentialityconfidentialityConfidentiality is a promise to keep shared information private and to use it only for the agreed purpose.More in the glossary and the cap. A working retainer is those ten lines on one shared draft, not a PDF of last year’s project terms with the fee swapped.

A clause checklist:

• Scope and hours per month. Hours, tickets or named deliverables. Days and hours you are available. What is out of scope, in a list.
• Rollover or use-it-or-lose-it. Unused hours either move to the next month, lapse at month-end, or stay billed anyway. Write the rule and any cap on the bank of unused hours.
• Out-of-scope work and change notes. Extra hours, a new campaign, a new platform. A written, signed change with a fee. See change control.
• Response times. Reply-by windows on working days. After-hours and weekend work is extra unless you priced it.
• Payment in advance and late payment. Fee due before the month starts. A pause right if it is late. Statutory interest on a business-to-business debt. See payment terms and late payment interest.
• Minimum term and notice to end. How long before either side can give notice, the notice period, and how notice is served. See termination and notices.
• Rate reviews. A date when the fee is looked at. Without it, a light retainer absorbs a full-time load at last year’s number.
• IP and ownership on payment. AssignmentassignmentAssignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.More in the glossary or licence, on full payment for that month, not when you send the files. See intellectual property assignment.
• Confidentiality. Their briefs, unreleased work, logins. Your right to show public work in a portfolio. See confidentiality.
• Liability cap. A ceiling tied to the fees, with the statutory carve-outs. See limitation of liability.

Example

The Client will pay the monthly Retainer Fee in advance on the first working day of each month. The Fee covers up to the named hours of Services in that month. Unused hours may be used in the following month only and then expire. Hours above the allowance are billed at the Additional Rate after a written, signed change. Either party may end this retainer on 30 days’ written notice after the minimum term. Copyright and any licence in the Deliverables pass only on payment of the month they were made in. Each party’s total liability in any month is limited to the Retainer Fee for that month, except for death or personal injury caused by negligence, or fraud.

In Plain English: they pay before the month starts. That buys the named hours. Leftover hours last one more month, then they die. Extra work is priced and signed first. After the minimum term, 30 days’ notice ends it. They do not own the month’s files until they have paid for that month. A claim is capped at one month’s fee, except death, injury from carelessness, or fraud.

Thirty days’ notice after a minimum term is a common freelance shape, not a statutory rule. Pick numbers that match the diary, then sign them.

The home for those lines is a retainer. What goes in a freelance or contractor agreement is the wider drafting page.

Only if the contract says so. English law does not imply a rollover. If the paper is silent, unused hours are usually treated as capacity that was bought and not used, not as a bank the client can dump in the last week of the next quarter.

Rollover means unused hours move into a later month. Use-it-or-lose-it means they lapse at the end of the month they were bought for. Write one of those, and write any cap on how large the bank can grow.

Three shapes, none of them a statute:

• Use-it-or-lose-it. The hours die at month-end. The client will try to dump a week of work on the last Thursday. Diary a cut-off: requests after a named day in the month are next month’s hours.
• One-month rollover. Unused hours can be used in the following month only, then they expire. That is a common middle path. It stops a six-month pile-up without punishing a quiet month.
• A capped bank. Unused hours roll, but the unused pile cannot exceed one month’s allowance. Anything above that lapses.

Do not roll forever. A supplier who owes a month of stored hours at a time they are already booked is working last quarter for free this quarter.

Hours above the allowance are not rollover. They are extra work. Quote them, sign a change, then start them. See Client keeps adding extra work.

Example

Unused hours may be used in the following month only. They then expire without refund. The unused balance carried into any month will not exceed that month’s allowance. Hours above the allowance are Additional Hours and are not started until both parties have signed a written change.

In Plain English: leftover hours last one more month. You cannot bank more than one month’s worth. Extra hours wait on a signed price.

Treat extra work as a written, signed change with a fee, the same way you would on a project. A Slack “can you just…” does not rewrite a retainer that says variations must be in writing and signed.

In England and Wales, where a contract says a variationaddendumAn addendum is a short, written change to an existing contract, signed by both sides so the original terms stay the same except for what the addendum updates.More in the glossary must be in writing and signed by or on behalf of the parties, an oral variation is not effective. The parties bound themselves to that method, and the court gives effect to it. That is Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24. See variation clausevariation clauseA variation clause says how the signed contract can be changed. In England and Wales, if the clause requires changes to be in writing and signed, an oral variation is not effective: Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24. The usual commercial form is a no-oral-modification line.More in the glossary and change control.

On a retainer the extra is usually one of three things:

• More hours in the same month. Quote the additional rate. Sign the change. Then start them.
• A different kind of work. A launch, a new platform, a rebrand, a second shoot day that was never in the monthly list. That is often a new statement of work, not a change to the retainer hours.
• A faster response. Overnight or weekend work. Price it, or it is a gift.

A revision limitrevision limitA revision limit says how many rounds of changes are included in the fee before extra work is quoted.More in the glossary is not this. Revisions polish what the month already included. A change adds something that was never in the month.

Example

If either party wants to change the Services or the monthly allowance, it will send a written change request. The Freelancer will, within 5 business days, set out the effect on fees, timetable and the unused-hours balance. A change is effective only when both parties have signed it. No oral variation of this agreement is effective.

In Plain English: they write the ask, you write the price, both of you sign, then the extra starts. A chat message does not rewrite the month.

The longer extra-work page is Client keeps adding extra work.

Pay the monthly fee in advance, before the month starts. If the fee has not landed, do not start the month. That is the difference between a retainer and a day rate billed on net 30Net 30Net 30 means the client has 30 days from the invoice date to pay.More in the glossary.

Net 30 means the full amount of an invoice is due 30 days after a stated starting point, usually the invoice date. It is a project term. A retainer paid 30 days after you have already worked the month is capacity you floated. Write “payable on the first working day of the month, in advance.” Net 30, net 14, on receipt explains when a clock starts; a retainer should not need that clock.

If a business client pays late, two statutory rights sit on a qualifying commercial debt. They do not apply to a consumer client.

• Statutory interest. The Late Payment of Commercial Debts (Interest) Act 1998 implies a right to interest at 8% above the Bank of England base rate. GOV.UK guidance on late commercial payments states that rate. We do not print a base-rate figure here because it changes. If your contract already names a different interest rate, that contractual rate applies instead of the statutory one.
• Fixed compensation. Once statutory interest begins to run, the supplier is entitled to £40 for a debt less than £1,000, £70 for a debt of £1,000 or more but less than £10,000, and £100 for a debt of £10,000 or more, plus any reasonable recovery costs not met by that fixed sum. That is s.5A of the 1998 Act.

A pause right is usually more useful on a retainer than interest. If the month’s fee is unpaid, you may stop work and you may revoke any temporary permission to use unpaid files. Write that. Then use it.

Example

The Client will pay the Retainer Fee in advance on the first working day of each month. If the Fee is unpaid 7 days after it is due, the Freelancer may pause the Services until it is paid and may revoke any temporary permission to use unpaid work. Late sums carry interest under the Late Payment of Commercial Debts (Interest) Act 1998.

In Plain English: pay before the month starts. If they are a week late, work stops and unpaid files come back. Interest runs on a business debt.

The chase page is Client won't pay a freelance invoice. The clause homes are payment terms and late payment interest.

Follow the termination clause you signed. Give the notice periodnotice periodA notice period is the time that must run after a valid notice before termination, a price change or another named event takes effect. In England and Wales, a notice is construed as a reasonable recipient would read it: Mannai Investment Co Ltd v Eagle Star Life Assurance [1997] AC 749. Serve it in the form the notices clause requires.More in the glossary the paper names, in the way the notices clause requires, and say when work stops. There is no default UK notice period for a freelance retainer. Thirty days after a minimum term is a common freelance shape, not a statute. Write the numbers, then use them.

Two exits sit on most retainers:

• Termination for conveniencetermination for convenienceTermination for convenience means one side can end the contract without claiming the other side did something wrong, usually after giving notice.More in the glossary. Either side wants out. Notice runs, you finish the open tickets inside the remaining hours, you invoice any extra already signed, and you stop on the last day. No kill fee is implied; if you want one on an early exit during the minimum term, write it.
• Termination for material breachmaterial breachA material breach is a serious failure to do what the contract requires, not a minor slip. In England and Wales the phrase is usually a contractual label: the termination clause says a material breach that is not cured in a set time lets the other side end the deal.More in the glossary. A term that matters was broken — usually non-payment — and they do not fix it in the window the clause names. You can end it without waiting for the convenience notice.

A minimum term is the period during which convenience notice cannot bite, or bites only with a named charge. It is agreed, not implied. After that, the retainer usually continues until notice. If it auto-renews, write how to stop the renewal. See auto-renewal.

Do not fade out of the chat. Send the notice. Name the contract, the clause, the last day, and the money. How to end a freelance contract is the wider exit page.

A delayed campaign does not, by itself, end a retainer. FrustrationfrustrationFrustration discharges a contract when an unforeseen event makes performance impossible or something radically different from what was agreed. In England and Wales the test is Davis Contractors Ltd v Fareham UDC [1956] AC 696. Taylor v Caldwell (1863) 3 B & S 826 is the classic illustration: a music hall burned down, so the hire could not go ahead.More in the glossary is a high bar. Where a contract is frustrated, money paid before the frustrating event is recoverable, money payable before that event ceases to be payable, and the court may allow a just sum for a valuable benefit obtained, subject to the Law Reform (Frustrated Contracts) Act 1943 s.1. A quiet month, a postponed launch or a change of marketing manager is not that event. The notice clause is the usual off-ramp.

Example

After the minimum term, either party may end this retainer on 30 days’ written notice, served by email to the address in the notices clause. The last day of the Services is the last day of that notice. The Client remains liable for the Retainer Fee up to that day. Unused hours expire on the last day and are not refunded. Work already signed as Additional Hours is invoiced as agreed.

In Plain English: after the minimum term, 30 days’ email notice ends it. They pay up to the last day. Leftover hours die. Extra work you already signed is still due.

If they have not paid, ending the retainer does not write off the debt. Chase the unpaid months as invoices. See Client won't pay.

The freelancer does, until they assign it in writing, signed. Paying the monthly fee does not, by itself, transfer copyright. Rights should pass only on payment of the month the work was made in.

Under the Copyright, Designs and Patents Act 1988 s.11, the author is the first owner of copyright. The employee exception applies to employees, not to a designer, developer, photographer or videographer on a contract for services. Commissioning a monthly slot does not make the client the first owner.

An IP assignmentIP assignmentAn IP assignment is a transfer of ownership in the work, so the client owns it instead of the person who made it.More in the glossary is not effective unless it is in writing signed by or on behalf of the assignor. That is CDPA 1988 s.90. A paid retainer invoice, a verbal “it’s yours”, or sending the files does not move legal title. What payment can do is trigger a clause you already signed: “on payment of the month, the Freelancer assigns…”.

A licencelicenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary is permission to use the work; you still own it. Brand logos and bespoke code often assign on payment. Photography, illustration and reusable libraries often licence. Write which, per pile of files. Who owns copyright in freelance work in the UK? is the longer ownership page.

Keep three piles on a retainer, the same as on a project:

• That month’s finals. Assigned or licensed on payment of that month.
• Working files, RAW, source. Not included unless priced.
• Pre-existing materialspre-existing materialsPre-existing materials are tools, libraries or work the supplier already owned, which are licensed for the job rather than handed over.More in the glossary. Templates, libraries, presets, earlier code. Licensed for this client, not assigned.

If they use unpaid work, separate the debt from the copyright claim. The invoice is a money claim. The stop-use request is the copyright. Both are in Client using your work without paying.

Example

On payment of the Retainer Fee for a month, the Freelancer assigns to the Client the copyright in the final Deliverables made in that month, or grants the licence named in the schedulescheduleA schedule is an annex to the contract that holds the detail: fees, dates, deliverables, service levels. It is part of the agreement if the main body says so. An order-of-precedence line should say what happens if the schedule and the clauses collide. Swap a schedule only by the variation method the contract names.More in the glossary. Until then the Client has no licence to copy, publish, communicate or adapt those Deliverables except as the Freelancer agrees in writing. Pre-existing materials, templates, libraries and working files stay with the Freelancer.

In Plain English: they own that month’s finals once they have paid for that month. They may not use unpaid files. Your templates stay yours.

Confidentiality is a promise not to use or repeat named information except as the paper allows. On a retainer that is briefs, unreleased campaigns, logins, analytics and anything marked confidential. Write how long the duty lasts after the retainer ends. Write whether you may show public work in a portfolio after launch. See confidentiality and publicity and portfolio use.

A limitation of liability is a ceiling on what either side can be asked to pay if the work goes wrong. The usual freelance cap is the fees paid, or payable, in a named period — on a retainer, often one month’s fee, or the fees in the 12 months before the claim. Pick a figure that matches the slot, not a number copied from an enterprise MSAmaster services agreementA master services agreement (MSA) sets the legal terms for an ongoing relationship, with each project then agreed in a separate statement of work.More in the glossary.

In England and Wales you cannot exclude liability for death or personal injury caused by negligence, and other negligence liability can be limited only so far as the term is reasonable. That is the Unfair Contract Terms Act 1977 s.2. Do not write “we have no liability for anything.” Do write a cap, and say it does not apply to death or personal injury caused by negligence, or to fraud. The longer page is How should a freelancer limit liability.

The Supply of Goods and Services Act 1982 s.13 already implies reasonable care and skill on a business-to-business services contract. The cap sits next to that duty; it does not delete it.

Example

Each party’s total liability arising under or in connection with this agreement in any month will not exceed the Retainer Fee for that month. Neither party will be liable for indirect or consequential lossconsequential lossConsequential loss is the second limb of remoteness in Hadley v Baxendale (1854) 9 Exch 341: loss that was not the usual result of the breach, but that both sides contemplated when they contracted. English commercial papers often exclude "indirect or consequential loss". That phrase does not automatically cut out loss of profit. Name the heads you mean.More in the glossary or loss of profit. Nothing in this agreement limits liability for death or personal injury caused by negligence, or for fraud.

In Plain English: the most either side pays for a month’s problem is that month’s fee. Neither side pays for knock-on losses or lost profit. The cap does not apply to death or injury caused by carelessness, or to fraud.

Do not agree an unlimited indemnityindemnityAn indemnity is a promise to cover another party's losses arising from a particular event or claim.More in the glossary for ordinary retainer work. Keep indemnities narrow: IP you created, confidentiality you broke. Read the indemnity and the cap together.

A monthly retainer does not, by itself, decide IR35. Status follows the working practices and the tests, not the word “retainer” on the fee line. A contractor label on the paper does not take you outside.

From 6 April 2021, where services are provided through an intermediary to a public authority or a medium or large client with a UK connection, the client must give a status determination statement that states its conclusion on whether the worker would be an employee if engaged directly, explains the reasons, and is reached with reasonable care. That is ITEPA 2003 ss.61K, 61N and 61NA. See IR35 contract clauses checklist.

What the retainer should still do, because HMRC looks at the contract and at how you actually work:

• Substitution. Whether you may send a substitute, and on what terms.
• Control. Who sets hours, tools and method. A named monthly allowance is not a 9-to-5.
• Mutuality. The retainer buys capacity. It should not promise you will accept every extra the client sends, and it should not promise they will fill every hour.
• Exclusivity. Whether you may work for other clients. An exclusivity clauseexclusivity clauseAn exclusivity clause stops one side working with other people in a named market, for a named time. In England and Wales a lock-out has to be for a fixed period: Walford v Miles [1992] 2 AC 128 is why an agreement to negotiate exclusively with no end date fails.More in the glossary that bars other work is a status fact.

None of those lines is a guarantee of status. They are the facts the determination will look at. Write them so they match how you actually work. Then get the client’s status determination statement before the first month if Chapter 10 applies.

The longer page is IR35 contract clauses checklist. This page does not reprint the case-law tests.

On Contracts.io both sides draft, negotiate and e-signe-signatureAn e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.More in the glossary one shared retainer, so the hours, the rollover, the notice and the unpaid-files line are the version you both signed. That is two-sided contracts: one paper, both sides on the same link. Describe the slot in a sentence. Lex, our AI host, drafts. You share one link. Nobody emails v4_final.docx back and forth.

The client opens that link. They can Accept, Counter or Decline on the same version, then both of you e-sign it. The other side never pays and does not need an account.

Start from a retainer. A launch that sits next to the monthly slot can start from a statement of work or a freelancer agreement. You can also start from the AI contract generator or the contract generator.

That does not chase a missed monthly fee for you. It does mean the rollover, the pause right, the notice period and the IP assignment are the words you both signed, not a line lost in email.

Free £0, Plus £15/mo, Pro £29/mo, Team £119/mo for 5 seats, Enterprise from £750 — see /pricing.

Try it on contracts.io: describe the monthly slot in one sentence, share one link, and e-sign before the first month starts.

Contracts for freelancers, contracts for agencies, contracts for developers and contracts for graphic designers are the wider sets of terms. Client keeps adding extra work is the extras page. How to end a freelance contract is the exit. Client won't pay is the chase. Net 30, net 14, on receipt is the invoice clock. Who owns copyright in freelance work is the ownership page. Retainer, notice period and net 30 are the glossary.