🇬🇧 England and Wales · Client work

Retainer agreement template for England and Wales

A retainer agreement drafted under the law of England and Wales. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.

What is a retainer agreement called in England and Wales?

In England and Wales this is usually called a retainer agreement (or monthly retainer).

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What changes under the law of England and Wales?

Retainers paid in advance reduce late-payment risk, but where they are invoiced in arrears, the Late Payment Act applies to business clients. Rollover and notice terms are commercial choices, not set by statute.

  • Statutory interest on late payment of commercial debts is set by order under the Late Payment of Commercial Debts (Interest) Act 1998; gov.uk states the rate as 8% plus the Bank of England base rate.

    Source: Late Payment of Commercial Debts (Interest) Act 1998, s.6; gov.uk guidanceChecked 7 October 2026Pending lawyer review

  • In England and Wales, an electronic signature is admissible in evidence on any question about the authenticity or integrity of a communication or data.

    Source: Electronic Communications Act 2000, s.7Checked 7 October 2026Pending lawyer review

  • An action on a simple contract cannot be brought after six years from when the cause of action accrued; an action on a specialty (such as a deed) has twelve years.

    Source: Limitation Act 1980, ss.5 and 8Checked 7 October 2026Pending lawyer review

More on England and Wales: how contracts work in England and Wales.

The governing-law clause this draft prints

This agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

In Plain English: if there is a dispute, the law of England and Wales decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.

The other clauses, in Plain English

Legal wording · example

1Retainer fee

The Client shall pay the Retainer Fee monthly in advance on the first working day of each month.

In Plain English

The client pays the monthly fee at the start of each month.

How this clause works →

Legal wording · example

2Rollover

Unused hours may be carried into the following month only, after which they lapse without refund.

In Plain English

Hours you do not use can move to next month, then they expire.

Legal wording · example

3Term and notice

This agreement has a minimum term of [3] months and continues after that until either party gives [30] days' written notice.

In Plain English

It runs for at least the minimum term, then continues until either side gives notice.

How this clause works →

Legal wording · example

4Liability

Each party's total liability in any month is limited to the Retainer Fee for that month, save where the law does not allow a limit.

In Plain English

Any claim is capped at one month's fee, except where the law says otherwise.

How this clause works →

Frequently asked questions

Can I charge interest if the invoice is paid late?

Between businesses, statutory interest is available under the Late Payment of Commercial Debts (Interest) Act 1998. gov.uk states the rate as 8% plus the Bank of England base rate. A contract can also set its own rate.

Can a retainer agreement be signed electronically in England?

Usually, yes. An electronic signature is admissible in evidence (Electronic Communications Act 2000 s.7), and the Law Commission's 2019 report says it is capable of executing a document where the signer intends to authenticate it. A retainer agreement is commonly a simple contract, not a deed, so no witness is needed.

Is a retainer refundable in the UK?

Only if the agreement says so. There is no general rule for business retainers; the wording on what the fee buys decides it.