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Retainer Agreement (Ireland)

Retainer Agreement (Ireland)

This Retainer Agreement (the "Agreement") is entered into on [Effective Date] by and between:

[Provider Name] ([Provider Type]), whose registered address is at [Provider Address], [Provider City], [Provider Eircode], Ireland (hereinafter the "Service Provider");

and

[Client Name] ([Client Type]), whose registered or principal address is at [Client Address], [Client City], [Client Eircode], Ireland (hereinafter the "Client").

The Service Provider and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".

BACKGROUND

The Service Provider is engaged in the business of providing professional services and possesses the requisite skill, experience, and qualifications. The Client wishes to engage the Service Provider on an ongoing retainer basis to ensure the availability and provision of the services described herein, and the Service Provider agrees to accept such engagement on the terms and conditions set out in this Agreement.

1. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Agreement" means this Retainer Agreement, including any schedules, appendices, or written amendments agreed between the Parties.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Ireland.

"Commencement Date" means [Start Date].

"Confidential Information" means any information of a confidential or proprietary nature disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, including business plans, financial data, client lists, trade secrets, technical information, and operational procedures.

"Initial Term" means the period of [Initial Term Months] months commencing on the Commencement Date.

"Monthly Hours" means the [Monthly Hours] hours of professional service time included in the Retainer Fee each calendar month.

"Overage Rate" means the hourly rate of EUR [Overage Rate] applicable to work performed in excess of the Monthly Hours.

"Retainer Fee" means the monthly fee of EUR [Retainer Fee] payable by the Client to the Service Provider.

"Retainer Services" means the professional services described in Clause 2 of this Agreement.

2. SCOPE OF RETAINER SERVICES

The Service Provider agrees to make available and provide to the Client the following ongoing professional services (the "Retainer Services"): [Services Description].

The Service Provider shall perform all Retainer Services with reasonable skill, care, and diligence, consistent with the standard expected of a competent professional in the relevant field, as implied by the Sale of Goods and Supply of Services Act 1980.

Any material change to the scope of the Retainer Services must be agreed in writing between the Parties. Work performed outside the agreed scope without prior written authorisation shall not be billable under this Agreement unless subsequently ratified by the Client in writing.

The Service Provider shall perform the Retainer Services as an independent contractor and not as an employee, agent, or partner of the Client. Nothing in this Agreement shall create an employment relationship, and the Service Provider shall be solely responsible for all income tax, Pay-Related Social Insurance (PRSI), and Universal Social Charge (USC) in respect of any payments received under this Agreement.

3. RETAINER HOURS AND OVERAGE

The Retainer Fee includes [Monthly Hours] hours of professional service time per calendar month (the "Monthly Hours"). The Service Provider shall maintain accurate time records and provide the Client with a monthly summary of hours utilised.

Any hours worked by the Service Provider in excess of the Monthly Hours in any calendar month ("Overage Hours") shall be billed at the Overage Rate of EUR [Overage Rate] per hour, exclusive of VAT where applicable. The Service Provider shall obtain prior written approval from the Client before performing work that would result in Overage Hours, except in circumstances of genuine urgency.

For the avoidance of doubt, the Retainer Fee is payable in full regardless of whether the Client utilises the full allocation of Monthly Hours in any given month.

4. RETAINER FEE AND PAYMENT

In consideration for the provision of the Retainer Services and the availability of the Monthly Hours, the Client shall pay the Service Provider the Retainer Fee of EUR [Retainer Fee] per calendar month. The Retainer Fee shall be payable in advance on the [Payment Due Day] of each calendar month by bank transfer to the account details specified by the Service Provider.

Invoices for Overage Hours shall be issued by the Service Provider at the end of each calendar month in which Overage Hours have been worked. The Client shall settle each overage invoice within [Payment Terms Days] days of the date of invoice.

If the Client fails to pay any amount due under this Agreement by the due date, interest shall accrue on the outstanding amount at the rate prescribed under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), being 8% per annum above the European Central Bank's main refinancing rate, without prejudice to any other remedies available to the Service Provider.

The Service Provider reserves the right to suspend the provision of Retainer Services if any undisputed invoice remains unpaid for more than 30 days after the due date, upon giving 7 days' written notice to the Client.

5. TERM AND RENEWAL

This Agreement shall commence on the Commencement Date and shall continue for the Initial Term of [Initial Term Months] months, unless earlier terminated in accordance with Clause 10.

6. OBLIGATIONS OF THE PARTIES

The Service Provider shall: (a) perform the Retainer Services with reasonable care, skill, and diligence as required by the Sale of Goods and Supply of Services Act 1980; (b) make itself available to the Client within a reasonable time during normal business hours; (c) comply with all applicable laws and regulations in the performance of the Retainer Services; (d) maintain accurate records of time spent and provide monthly reports to the Client; and (e) promptly notify the Client of any matter that may materially affect the performance of the Retainer Services.

The Client shall: (a) pay the Retainer Fee and all other amounts due in accordance with this Agreement; (b) provide the Service Provider with all information, instructions, access, and cooperation reasonably necessary for the performance of the Retainer Services in a timely manner; (c) respond to the Service Provider's queries within a reasonable time; and (d) not engage, during the term of this Agreement, any third party to perform substantially the same Retainer Services without the prior written consent of the Service Provider.

7. INTELLECTUAL PROPERTY

Subject to full payment of all fees due under this Agreement, the Service Provider hereby assigns to the Client with full title guarantee all intellectual property rights, including copyright, in any bespoke work product, reports, documents, or materials created specifically for the Client in the course of performing the Retainer Services. The assignment is worldwide, royalty-free, and irrevocable, in accordance with the Copyright and Related Rights Act 2000.

The Service Provider retains ownership of all pre-existing intellectual property rights in materials, tools, methodologies, frameworks, and know-how created prior to or independently of this Agreement ("Background IP"). The Service Provider grants the Client a non-exclusive, royalty-free licence to use any Background IP incorporated into work product delivered under this Agreement, solely to the extent necessary for the Client to use and enjoy such work product for its internal business purposes.

8. DATA PROTECTION

Each Party shall comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the Data Protection Act 2018, in connection with any personal data processed pursuant to this Agreement.

Where the Service Provider processes personal data on behalf of the Client as a data processor, the Service Provider shall: (a) process such personal data only on documented instructions from the Client; (b) implement appropriate technical and organisational measures to protect the personal data; (c) not transfer personal data outside the European Economic Area without the Client's prior written consent and compliance with applicable transfer mechanisms under the GDPR; (d) promptly notify the Client upon becoming aware of a personal data breach; and (e) delete or return all personal data to the Client upon termination, unless otherwise required by law. The Parties shall enter into a separate data processing agreement in accordance with Article 28 of the GDPR to the extent required.

9. TERMINATION

During the Initial Term, neither Party may terminate this Agreement for convenience. After expiry of the Initial Term, either Party may terminate this Agreement by giving the other Party not less than [Termination Notice Days] days' written notice.

Either Party may terminate this Agreement with immediate effect by written notice to the other if: (a) the other Party commits a material breach of this Agreement and, where that breach is remediable, fails to remedy it within [Cure Notice Days] days of receiving written notice requiring it to do so; (b) the other Party becomes insolvent, enters examinership, receivership, or liquidation under the Companies Act 2014, or makes any arrangement with its creditors generally; or (c) the other Party ceases, or threatens to cease, to carry on business.

On termination or expiry of this Agreement: (a) the Client shall pay the Service Provider for all Retainer Services rendered and Overage Hours worked up to the date of termination, together with any accrued but unpaid Retainer Fees; (b) each Party shall promptly return or destroy all Confidential Information and materials belonging to the other Party; and (c) the Service Provider shall deliver to the Client all completed and partially completed work product produced under this Agreement.

Termination shall not affect any accrued rights, obligations, or liabilities of either Party as at the date of termination, nor shall it affect any provision that is expressly or by implication intended to survive termination, including Clauses 7, 8, 9, 10, and 14.

10. FORCE MAJEURE

Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control (a "Force Majeure Event"), including acts of God, pandemic, natural disaster, war, terrorism, riot, civil commotion, industrial action, power failure, or failure of telecommunications networks. The affected Party shall promptly notify the other Party in writing and shall use all reasonable endeavours to mitigate the effects and resume performance. If a Force Majeure Event continues for more than 60 days, either Party may terminate this Agreement by giving 14 days' written notice.

11. DISPUTE RESOLUTION

In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve the matter by good faith negotiation between senior representatives of each Party for a period of 14 days from written notice of the dispute.

If the dispute is not resolved by negotiation, either Party may refer the dispute to mediation administered by a mediator accredited by the Mediation Institute of Ireland (MII) or as otherwise agreed. The costs of mediation shall be shared equally unless otherwise agreed. If mediation does not resolve the dispute within 30 days, either Party may commence proceedings in the courts of Ireland.

12. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral.

No variation of this Agreement shall be effective unless it is in writing and signed by the duly authorised representatives of both Parties.

If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Neither Party may assign, transfer, or sub-contract its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Service Provider may sub-contract specific tasks to suitably qualified personnel, provided it remains fully responsible for the performance of the Retainer Services.

Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered post to the address of the relevant Party as set out in this Agreement, or sent by email with confirmation of delivery.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument. Execution by electronic signature in accordance with the Electronic Commerce Act 2000 shall be deemed valid.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

IN WITNESS WHEREOF, the Parties have executed this Retainer Agreement as of the date first written above.

Service Provider

________________

Signature

Date: ________________

Client

________________

Signature

Date: ________________

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What Is a Retainer Agreement (Ireland)?

A Retainer Agreement in Ireland sets the services to be provided, the fees, the timetable, and each side's responsibilities for the engagement, with its requirements set by the Goods and Supply of Services Act 1980.

The retainer agreement is a contract for the supply of services governed by Part IV of the Sale of Goods and Supply of Services Act 1980 (SGSSA 1980). Section 39 of the SGSSA 1980 implies a term into every contract for the supply of services that the supplier has the necessary skill to render the service and will supply the service with due skill, care, and diligence. Section 40 further implies that where materials are used in the supply of the service, those materials will be of merchantable quality and reasonably fit for the purpose. These implied terms cannot be excluded in consumer contracts but may be modified in business-to-business contracts by clear and express contractual language.

The Consumer Rights Act 2022, which came into force on 29 November 2022, introduced additional protections for consumers receiving services, including new conformity requirements and enhanced remedies for non-conforming services. Where a retainer agreement is entered into with a consumer (rather than a business client), the provisions of the Consumer Rights Act 2022 must be complied with and cannot be excluded by the terms of the agreement. The Act gives consumers the right to a free repair or replacement and, where these are unavailable, a price reduction or refund, where services do not conform with the contract.

For solicitors providing services under a retainer, the Legal Services Regulation Act 2015 imposes specific obligations regarding costs transparency. Section 150 of the Legal Services Regulation Act 2015 requires a legal practitioner, on receiving instructions to provide legal services, to provide the client with a notice in writing of the costs that will be incurred or, where this is not practicable, the basis on which costs are to be calculated. This notice must also inform the client of their right to an itemised bill, the right to seek mediation or adjudication of costs, and the right to complain to the Legal Services Regulatory Authority (LSRA) if dissatisfied. Accountants and other regulated professionals are subject to analogous requirements under their respective regulatory frameworks, such as the Institute of Chartered Accountants in Ireland (Chartered Accountants Ireland) and the Institute of Certified Public Accountants in Ireland (CPA Ireland).

Irish retainer agreements must also comply with VAT requirements under the Value-Added Tax Consolidation Act 2010 (standard rate 23%), data protection obligations under the GDPR and the Data Protection Act 2018 (particularly where the provider processes personal data belonging to the client or the client's customers), and the general principles of Irish contract law, including the requirements for offer, acceptance, consideration, and intention to create legal relations. The European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012) apply to commercial retainer arrangements and entitle the service provider to statutory interest on late payments at the ECB reference rate plus 8 percentage points, as well as a fixed recovery cost of at least EUR 40 per late payment, without the need for an express contractual clause. For retainer agreements in regulated financial services — where the service provider is authorised by the Central Bank of Ireland — the Consumer Protection Code 2012 (as updated) and the Investment Intermediaries Act 1995 impose additional requirements on fee disclosure and client suitability that operate alongside the Legal Services Regulation Act 2015 framework for solicitors.

When Do You Need a Retainer Agreement (Ireland)?

An Irish Retainer Agreement is needed whenever a business or individual wishes to engage a professional service provider on an ongoing basis with guaranteed availability and a structured fee arrangement. The retainer model provides predictable costs for the client and predictable revenue for the service provider, and it establishes a continuous professional relationship that enables the provider to develop a deep understanding of the client's business and needs.

You need an Irish Retainer Agreement when you are: a business engaging a solicitor, accountant, or tax adviser on an ongoing basis to provide regular advice, compliance support, and representation; a company engaging a marketing agency, public relations firm, or digital agency on a monthly retainer to manage ongoing campaigns, content creation, social media, and brand management; an organisation engaging an IT service provider on a retainer to provide ongoing technical support, system maintenance, cybersecurity monitoring, and helpdesk services; a startup or growing business engaging a management consultant or business adviser on a retainer to provide ongoing strategic advice, board-level support, and operational guidance; or an individual or family office engaging a financial adviser, wealth manager, or family solicitor on a retainer for ongoing personal and financial advisory services.

The retainer agreement is particularly important where the service provider is expected to prioritise the client's work, guarantee response times, and maintain a dedicated team or resource allocation. Without a retainer agreement, the service provider is under no obligation to prioritise the client's work over other clients, and there is no contractual basis for guaranteed service levels.

The retainer agreement should clearly define whether the retainer is a pay-for-access model, where the fee secures the provider's availability, or a pay-for-work model, where the fee represents a prepayment against future services. This distinction has important legal and commercial implications for the treatment of unused services, refund rights, and VAT treatment.

Where the retainer involves the processing of personal data, such as where an IT provider manages the client's customer database or a marketing agency processes customer data for marketing purposes, the retainer agreement must include or incorporate a data processing agreement that meets the requirements of Article 28 of the GDPR. The Data Protection Commission (DPC) in Ireland actively enforces these requirements.

A written retainer agreement is also important for Revenue Commissioners compliance. Retainer fees received by the service provider are taxable income and must be declared on the provider's corporation tax or income tax return. Where the provider is VAT-registered, VAT at the standard rate of 23% must be charged and remitted to Revenue. Retainer fees paid by the client are deductible as a business expense for corporation tax purposes, subject to the requirement that they are incurred wholly and exclusively for the purposes of the trade. The retainer agreement provides the documentary evidence needed to support both the income and expense treatment of retainer fees in the event of a Revenue audit or inquiry. For retainer arrangements in regulated professions, the agreement should also be consistent with any fee transparency requirements imposed by the relevant professional regulatory body — including the Legal Services Regulatory Authority (LSRA) for solicitors, Chartered Accountants Ireland for chartered accountants, and the Central Bank of Ireland for regulated financial service providers.

What to Include in Your Retainer Agreement (Ireland)

A thorough Irish Retainer Agreement should contain several essential provisions to confirm legal clarity, protect both parties, and comply with applicable Irish legislation.

The scope of retained services clause is the foundation of the retainer agreement. It should define with precision the services covered by the retainer fee, including the types of advice, support, or deliverables that the provider will make available, the expected response times, and any service level agreements (SLAs). The clause should also specify what falls outside the scope of the retainer and how additional work will be priced and authorised.

The retainer fee and payment clause should specify the monthly retainer fee in EUR, the payment schedule, the invoice process, the payment method, and the consequences of late payment. Under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), creditors in commercial transactions are entitled to interest on late payments at the ECB reference rate plus 8 percentage points, and to a minimum fixed recovery cost of EUR 40. The clause should also address whether the retainer fee is inclusive or exclusive of VAT, the applicable VAT rate under the Value-Added Tax Consolidation Act 2010, and the provider's obligation to issue valid VAT invoices.

The additional work clause should establish a clear process for authorising and pricing work that falls outside the scope of the retainer. This typically includes a requirement for the provider to obtain the client's written approval before commencing additional work, the applicable hourly rates or fixed fees for additional work, and the billing and payment terms.

The service standards clause should reference the implied terms under Sections 39 and 40 of the SGSSA 1980 and set out any additional quality standards, certifications, or professional obligations that the provider must meet. For regulated professions, such as solicitors, accountants, and engineers, the retainer agreement should acknowledge the provider's obligations under their professional regulatory framework.

The intellectual property clause should specify who owns the intellectual property created during the retainer engagement. Under the Copyright and Related Rights Act 2000, the default position is that the creator of a work owns the copyright. An express assignment or licence is essential if the client is to own or use the work product.

The confidentiality clause should protect commercially sensitive information exchanged during the retainer engagement, with clear definitions, obligations, permitted disclosures, and duration.

The data protection clause must address GDPR and Data Protection Act 2018 obligations, including the requirement for a data processing agreement under Article 28 GDPR where the provider processes personal data on behalf of the client.

The termination clause should specify the notice period for termination without cause (typically 30 to 90 days), the grounds for immediate termination for cause, and the consequences of termination, including payment for services rendered, the treatment of unused retainer balances, and the return of confidential information and personal data.

The limitation of liability clause should cap the provider's liability, subject to the prohibition on excluding liability for death or personal injury caused by negligence.

The dispute resolution clause should provide for mediation under the Mediation Act 2017 and litigation in the Irish courts. The forms-legal.com Retainer Agreement (Ireland) template covers the mandatory elements under Companies Act 2014.

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Reference this free template in an article, syllabus, or research note:

APA

Forms Legal. (2026). Retainer Agreement (Ireland) (Ireland) [Legal document template]. Forms Legal. https://forms-legal.com/ireland/business/contracts/retainer-agreement-ireland

MLA

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BibTeX
@misc{formslegal-retainer-agreement-ireland,
  author       = {{Forms Legal}},
  title        = {Retainer Agreement (Ireland) (Ireland)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/ireland/business/contracts/retainer-agreement-ireland}},
  note         = {Free legal document template. Based on Companies Act 2014}
}

Frequently Asked Questions

Based on Companies Act 2014 — Template last modified June 2026Verify the source →

This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer

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