A good retainer agreement sets out who the parties are; what kind of retainer it is (availability, a bank of hours, or a defined monthly scope); exactly what's included and excluded; the fee, billing date, GST and payment method; what happens to unused hours; how extra work is quoted; the term, renewal, notice and termination; refunds of prepaid fees; who owns the work; confidentiality and privacy; liability and insurance; and how disputes are resolved. We don't publish a fill-in template, because contracts need to fit your business and the law. Use this guide to brief a lawyer, or to check the agreement you have.
Key takeaways
- Decide the type of retainer first: availability, a bank of hours, or a productised monthly scope. Each needs different terms.
- Scope and exclusions cause most disputes. Write them as a list, with examples.
- Say what happens to unused hours, and how out-of-scope work is quoted and approved.
- Unfair contract terms rules protect consumers and many small business clients. One-sided terms can be void and attract penalties.
- From 1 July 2027, the subscription-trap rules also apply to small business customers on standard form contracts.
In The Subscription Playbook I describe retainers as one of the most underrated subscription models. An agency, a consultant, a bookkeeper or an IT provider stops selling one project at a time and starts selling an ongoing relationship, billed monthly.
When it works, it's brilliant for both sides. The client gets priority access and predictable costs. You get revenue you can plan around. When it doesn't, it's usually because the agreement didn't say what everyone thought it said.
Why there's no template here. People often ask for a retainer agreement template. We've chosen not to publish one. A contract that's wrong for your business, your clients or your state can do more harm than having none, and the unfair contract terms rules now carry real penalties. Instead, this guide sets out what a good agreement should cover, so you can brief a lawyer properly or check what you already use.
First, decide what kind of retainer you're selling
| Type | What the client pays for | Common in | Main risk |
|---|---|---|---|
| Availability retainer | Your availability and priority, with work billed separately or capped | Legal, specialist advisory | Client feels they pay for nothing in quiet months |
| Bank of hours | A set number of hours a month, at a discounted rate | Agencies, consultants, IT support | Arguments over unused hours |
| Productised scope | A defined set of outputs every month for a fixed fee | Bookkeeping, marketing, web maintenance | Scope creep |
Many retainers combine these. Be clear which one yours is, because it changes how the rest of the agreement works. I explain the models in more detail in retainers and productised services.
The 16 things your retainer agreement should cover
1. The parties
Full legal names, ABNs and addresses for both sides. If the client is a company, the agreement is with the company, not the person you deal with.
2. The type and purpose of the retainer
One or two sentences on what the arrangement is for and which model it follows.
3. Scope of services
This is the most important section. List what's included, as specifically as you can:
- Deliverables and their frequency ("up to 4 blog posts a month", "monthly management accounts by the 10th").
- Service levels and response times, if any.
- How work is requested and prioritised.
4. Exclusions
Equally important. List what's not included, with examples. "Website rebuilds, paid ad spend, and work for related entities aren't included." Exclusions are where most scope disputes are won or lost.
5. Fees, billing and GST
- The monthly (or other) fee, and whether it includes GST.
- When you invoice and when payment is due.
- How you'll be paid: direct debit, card on file, invoice. If you use direct debit, the direct debit rules apply.
- Any late payment fees or interest, which should be reasonable.
6. Unused hours or services
For bank-of-hours retainers, say clearly what happens to unused time:
- Does it expire each month?
- Can it roll over, and for how long, and up to what cap?
- Is it refundable on termination?
Whatever you choose, make it fair and visible. A clause that silently forfeits a client's prepaid time could be challenged as unfair.
7. Out-of-scope work
How extra work is quoted, approved (in writing, by whom) and billed. Include your hourly or daily rate for out-of-scope work, or how it's set.
8. Changes to scope
How either side can request changes to the monthly scope, and how the fee changes with it.
9. Price reviews
When and how the fee can change: for example, once a year, with written notice. If you can change price, the client should be able to leave before the change if they don't accept it. One-sided price variation rights are a classic unfair contract term. See price increase rules.
10. Term and renewal
- Is there a minimum term, or is it month to month?
- Does it renew automatically? If so, how will you remind the client?
11. Termination and notice
- How either side can end the retainer, and the notice period.
- Termination for breach, non-payment or insolvency.
- What happens to work in progress, and how it's billed.
Make sure the client's right to end the agreement is as easy to use as yours. Long notice periods or exit fees out of proportion to your costs are a risk under unfair contract terms rules.
12. Refunds of prepaid fees
If clients pay in advance (monthly, quarterly or annually), say what's refunded if the agreement ends early. This matters for fairness, and it can also affect when prepaid fees are taxable. See prepaid subscription income and tax.
13. Intellectual property
Who owns what you create, and when. Common positions:
- The client owns deliverables once they're paid for.
- You keep your pre-existing materials, templates and know-how, with a licence to the client to use them in the deliverables.
14. Confidentiality and privacy
Both sides' confidentiality obligations. If you handle personal information for the client, how you'll protect it. Your obligations under the Privacy Act 1988 depend on your business, but good data handling is expected either way.
15. Liability, warranties and insurance
- Limits on liability, where lawful and reasonable.
- Insurance you hold (professional indemnity, public liability).
- What you're not responsible for (for example, results that depend on the client's decisions).
You can't exclude rights clients have under the Australian Consumer Law, such as the guarantee that services are provided with due care and skill. Don't say you can.
16. Disputes and governing law
How disputes are raised and resolved (for example, negotiation, then mediation), and which state's law governs.
Moving clients from projects to retainers?
Talk through pricing, cash flow and what your retainer could do for the value of your business with a BPAG adviser.
The laws that shape your agreement
Unfair contract terms
The Australian Consumer Law's unfair contract terms rules apply to standard form contracts with consumers and with small businesses. The ACCC's guidance explains that since November 2023, small business protections cover businesses with fewer than 100 employees or turnover under A$10 million, and that unfair terms are now prohibited, with penalties.
Terms that commonly cause problems in retainers:
- One-sided rights to change the price or scope.
- Automatic renewal with no reminder and a long notice period.
- Forfeiting prepaid fees or hours without a fair reason.
- Exit fees far above your real costs.
- Liability exclusions that are broader than necessary.
The 2027 subscription rules
From 1 July 2027, the Competition and Consumer Amendment (Unfair Trading Practices) Act 2026 adds specific duties for subscriptions. They protect consumers and also small business customers on standard form contracts (fewer than 100 employees or under A$10 million turnover). If you sell retainers to small businesses on standard terms, expect to need clear disclosure at sign-up, prescribed notices, and an easy way to cancel. Read Australia's subscription trap laws.
Professional rules
Some professions have their own rules about engagement and billing. For example, lawyers have costs disclosure obligations under their state's legal profession laws, and accountants follow professional standards on engagement letters. If you're in a regulated profession, your agreement must meet those rules too.
Before you send it: a checklist
- Is the retainer type clear?
- Could a stranger read the scope and exclusions and know what's included?
- Are fees, GST, billing dates and payment method stated?
- Is the treatment of unused hours fair and visible?
- Can price changes happen only with notice, and can the client leave first?
- Are the term, renewal and notice periods reasonable and easy to use?
- Are refunds of prepaid fees dealt with?
- Is IP ownership clear?
- Have you avoided excluding rights you can't exclude?
- Has an Australian lawyer reviewed it?
What makes a retainer last
The agreement protects you. It doesn't keep the client. What keeps them is visible value every month: a monthly report of what you did, results they can see, and a regular conversation about what's next. In the book I call this making the value of a subscription obvious. Retainers that feel invisible are the ones that get cancelled.
Free Subscription Profit Review
Australian business owners can book a free 30-minute review with a BPAG Accountants adviser. An honest conversation about:
- whether a subscription model could work for your business
- how recurring revenue could cover your fixed costs each month
- how it could lift what your business is worth
No cost, no obligation. General information only until we understand your situation.
Frequently asked questions
Is there a free retainer agreement template?
We don't publish one on purpose. A template that doesn't fit your business or the law can create unfair contract terms, which can be void and attract penalties. Use this guide to understand what to include, then have an Australian lawyer prepare or review your agreement.
What should a retainer agreement include?
At minimum: the parties, the type of retainer, scope and exclusions, fees, billing and GST, unused hours, out-of-scope work, changes, price reviews, term and renewal, termination and notice, refunds of prepaid fees, intellectual property, confidentiality and privacy, liability and insurance, and dispute resolution.
What happens to unused retainer hours?
Whatever your agreement says, as long as it's fair. Common approaches are expiry each month, limited rollover up to a cap, or partial credit on termination. Make it clear and visible, because silently forfeiting prepaid time can be challenged.
Do unfair contract terms rules apply to business retainers?
They can. The rules apply to standard form contracts with consumers and with small businesses, which since November 2023 means businesses with fewer than 100 employees or turnover under A$10 million. Unfair terms are prohibited and can attract penalties.
Is a monthly retainer a subscription under the 2027 law?
It may be. From 1 July 2027, the subscription rules in the Unfair Trading Practices Act 2026 protect consumers and small business customers on standard form contracts. If you sell ongoing retainers on standard terms, get advice on whether and how the rules apply.
This guide is general information only, current as at 29 October 2026. It is not legal advice, it is not a contract template, and it doesn't consider your circumstances. A retainer agreement is a legal document. Have a qualified Australian lawyer prepare or review yours before you use it. Professionals such as lawyers, accountants and financial advisers may also have specific obligations under their own professional rules.
Talk it through with a BPAG adviser
Free for Australian business owners: a 30-minute Subscription Profit Review on whether a subscription suits your business.
Robert Coorey, MBA
Robert is the author of The Subscription Playbook and Feed a Starving Crowd and a Director at BPAG Accountants in Sydney. More about Robert.
Sources and further reading
- ACCC, Contracts guidance for business (unfair contract terms)
- ACCC, A guide to consumer guarantees for businesses and legal practitioners
- business.gov.au, Australian Consumer Law and your business
- Competition and Consumer Amendment (Unfair Trading Practices) Act 2026 (No. 64, 2026)
- OAIC, Privacy guidance for organisations and government agencies
- The Subscription Playbook, Robert Coorey (2022), Chapter 2
Sources checked 29 October 2026. Spotted something out of date? Tell us.