Retainer Agreement (New Zealand)
This Retainer Agreement (the “Agreement”) is entered into on [Agreement Date] between:
[Provider Name] ([Provider Profession]) (NZBN [Provider NZBN]), of [Provider Address], [Provider City] [Provider Postcode] (the “Service Provider”); and
[Client Name] (NZBN [Client NZBN]), of [Client Address], [Client City] [Client Postcode] (the “Client”).
Together referred to as the “Parties”.
BACKGROUND
A. The Client wishes to retain the Service Provider to provide professional services on an ongoing basis.
B. The Service Provider has agreed to provide those services on the terms and conditions set out in this Agreement.
C. This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA), the Consumer Guarantees Act 1993 (CGA), the Fair Trading Act 1986 (FTA), the Goods and Services Tax Act 1985, and the Privacy Act 2020, to the extent each applies.
NOW, THEREFORE, the Parties agree as follows:
1. SCOPE OF RETAINER SERVICES
1.1 Subject to the terms of this Agreement, the Service Provider agrees to provide the following professional services on retainer (the “Retainer Services”):
[Retainer Scope]
1.2 The following services are expressly excluded from the Retainer Services and will, if performed, be charged at the hourly rate specified in clause 3.2:
[Out Of Scope Services]
1.3 The Service Provider will perform the Retainer Services with reasonable care and skill, in a professional manner, and in accordance with all applicable New Zealand laws, professional standards, and codes of conduct relevant to the Service Provider’s profession.
1.4 Any expansion of the scope of Retainer Services must be agreed in writing by the Parties and may result in an adjustment to the monthly retainer fee.
2. TERM
2.1 This Agreement commences on [Commencement Date] and continues [Term Type], unless terminated earlier in accordance with clause 6.
3. FEES AND PAYMENT
3.1 Retainer Fee: In consideration of the Retainer Services, the Client shall pay the Service Provider a monthly retainer fee of NZD $[Retainer Fee] ([GST Treatment]). The retainer fee is due and payable on the [Payment Day]th day of each calendar month, commencing on the first such day falling on or after the commencement date.
3.2 Hourly Rate: Work performed outside the scope of the Retainer Services will be charged at NZD $[Hourly Rate] per hour ([GST Treatment]), billed in minimum increments of 6 minutes (one-tenth of an hour), and invoiced monthly in arrears.
3.3 Tax Invoices: The Service Provider will issue a valid tax invoice for the monthly retainer fee and for any out-of-scope work. Each tax invoice will comply with the Goods and Services Tax Act 1985 (NZ) and will include the Service Provider’s NZBN and GST registration number where applicable.
3.4 Payment of out-of-scope invoices is due within [Payment Terms] days of the date of invoice. Payment is to be made by electronic funds transfer to the bank account nominated by the Service Provider.
3.5 If the Client fails to pay any amount by the due date, the Service Provider may charge interest on the overdue amount at 10% per annum, calculated daily, and may suspend the Retainer Services upon 7 days’ written notice until payment is received in full.
3.6 The Service Provider may review and adjust the monthly retainer fee by giving not less than 60 days’ written notice to the Client. If the Client does not accept the revised fee, the Client may terminate this Agreement in accordance with clause 6.1.
4. CONSUMER GUARANTEES ACT 1993
4.1 Where the Client acquires the Retainer Services as a consumer as defined in the Consumer Guarantees Act 1993 (CGA), nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy implied or conferred by the CGA that cannot lawfully be excluded, including the guarantee that services will be carried out with reasonable care and skill (s 28) and will be fit for purpose (s 29).
4.2 Where both Parties are “in trade” (that is, where the Client is acquiring the Retainer Services for business purposes), the Parties may agree in writing to contract out of the guarantees implied by the CGA under section 43, provided it is fair and reasonable to do so. To the extent the Parties are both in trade, the CGA consumer guarantees are excluded from this Agreement, and the Service Provider’s liability is limited as set out in clause 7 of this Agreement.
5. CONFLICT OF INTEREST
5.1 The Service Provider [Conflict Obligation].
5.2 The Client acknowledges that the Service Provider may act for other clients in matters that do not directly conflict with the Client’s interests. The Service Provider will not use confidential information obtained from the Client in acting for any other client.
6. CONFIDENTIALITY AND PRIVACY
6.1 Each Party (the “Receiving Party”) must keep confidential all information disclosed by the other Party (the “Disclosing Party”) in connection with this Agreement that is identified as confidential or that a reasonable person would consider confidential (“Confidential Information”). The confidentiality obligations in this clause apply during the term of this Agreement and for [Confidentiality Term] years after its termination or expiry.
6.2 The Receiving Party must not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and professional advisers on a strictly need-to-know basis and subject to equivalent confidentiality obligations.
6.3 The confidentiality obligations do not apply to information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was already known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, by a court or tribunal of competent jurisdiction, or by a regulatory authority with jurisdiction over the Service Provider’s profession.
6.4 The Service Provider must handle any personal information provided by the Client in accordance with the Privacy Act 2020 (NZ) and the Information Privacy Principles (IPPs). The Service Provider must notify the Client of any privacy breach that has caused, or is likely to cause, serious harm to an individual, in accordance with the mandatory breach notification requirements of the Privacy Act 2020.
6.5 The Client acknowledges that the Service Provider may be required to disclose information in accordance with mandatory professional and regulatory obligations applicable to the Service Provider’s profession, and that such disclosure does not constitute a breach of this Agreement.
7. TERMINATION
7.1 Either Party may terminate this Agreement for convenience by giving not less than [Notice Period] days’ written notice to the other Party. During the notice period, the Service Provider will continue to provide the Retainer Services and the Client will continue to pay the monthly retainer fee.
7.2 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; (b) becomes insolvent, enters into a compromise with creditors, is placed in receivership, or is subject to liquidation under the Companies Act 1993 or the Insolvency Act 2006 (NZ).
7.3 The Service Provider may terminate this Agreement immediately if: (a) a conflict of interest arises that cannot be resolved with the Client’s informed consent; (b) the Client engages in conduct that is unlawful or contrary to the professional obligations of the Service Provider; or (c) the Client fails to pay any retainer fee or invoice within 30 days of its due date despite written demand.
7.4 On termination, the Client must pay all fees due for Retainer Services provided up to the effective date of termination and all out-of-scope work invoiced or invoiceable to that date. No refund is payable in respect of any pre-paid monthly retainer fee unless termination is due to the Service Provider’s material breach.
7.5 On termination, each Party must promptly return or destroy all Confidential Information of the other Party, except to the extent retention is required by law or professional obligations.
8. GENERAL PROVISIONS
8.1 Independent Contractor: The Service Provider is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Service Provider is responsible for all taxation obligations (including PAYE where applicable to the Service Provider’s own staff), KiwiSaver contributions for its own personnel, and professional insurance, including professional indemnity insurance.
8.2 Fair Trading Act 1986: Each Party warrants that it has not engaged in, and will not engage in, any misleading or deceptive conduct in trade in connection with this Agreement, in accordance with the Fair Trading Act 1986.
8.3 Dispute Resolution: In the event of a dispute, the Parties must attempt to resolve it through good-faith negotiation for 14 days before referring the matter to mediation before a mediator appointed by the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ).
8.4 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the retainer arrangement and supersedes all prior representations, discussions, and agreements.
8.5 Amendments: This Agreement may only be amended by a written instrument signed by both Parties (except for fee adjustments under clause 3.6).
8.6 Assignment: Neither Party may assign or transfer this Agreement or any rights or obligations under it without the prior written consent of the other Party.
8.7 Severability: If any provision is or becomes invalid or unenforceable, it is to be read down to make it valid, or if not possible, severed. The remaining provisions continue in full force.
8.8 Governing Law and Jurisdiction: This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017, the Consumer Guarantees Act 1993, the Fair Trading Act 1986, and the Privacy Act 2020. Each Party submits to the non-exclusive jurisdiction of the courts of New Zealand.
EXECUTED as an Agreement.
SERVICE PROVIDER
Name: [Provider Name]
Profession: [Provider Profession]
NZBN: [Provider NZBN]
Address: [Provider Address], [Provider City] [Provider Postcode]
CLIENT
Name: [Client Name]
NZBN: [Client NZBN]
Address: [Client Address], [Client City] [Client Postcode]
Service Provider
________________
Signature
Client
________________
Signature
What Is a Retainer Agreement (New Zealand)?
A Retainer Agreement in New Zealand records the services to be provided, the fees, the service levels, and each party's obligations between the provider and the client under the Companies Act 1993.
In New Zealand, retainer agreements operate within a layered legal framework. The foundational law is the Contract and Commercial Law Act 2017 (CCLA), which consolidated New Zealand's commercial contract legislation into a single thorough Act. The Consumer Guarantees Act 1993 (CGA) overlays mandatory consumer guarantees where the client is a consumer — that services will be carried out with reasonable care and skill (s 28), will be fit for any particular purpose disclosed (s 29), and will be completed within a reasonable time (s 30). These guarantees cannot be excluded by contract where the client is a consumer, but may be contracted out of where both parties are in trade under section 43 of the CGA.
For legal practitioners, retainer obligations are also governed by the Lawyers and Conveyancers Act 2006 and the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (RCCC). These Rules impose additional duties of disclosure, conflict management, and costs information. Under Rule 3.4, lawyers must provide clients with information about the fees and method of charging at the outset of the retainer, and a retainer agreement incorporating this disclosure satisfies that requirement.
For chartered accountants and financial advisers, professional standards issued by Chartered Accountants Australia and New Zealand (CA ANZ) and applicable Codes of Ethics impose obligations that overlay the contractual retainer. Financial advisers providing personalised financial advice must hold a Financial Advice Provider (FAP) licence under the Financial Markets Conduct Act 2013.
GST under the Goods and Services Tax Act 1985 applies to retainer fees paid to GST-registered professionals at 15% — New Zealand's GST rate is higher than the Australian rate of 10%. The retainer agreement must clearly specify whether the monthly fee is GST-inclusive or GST-exclusive, and the service provider must issue valid tax invoices including their NZBN and GST registration number.
The Privacy Act 2020 and the 13 Information Privacy Principles (IPPs) govern the handling of personal information disclosed during the retainer. The Privacy Act 2020 introduced mandatory breach notification requirements — if a privacy breach occurs that has caused or is likely to cause serious harm, the Privacy Commissioner and affected individuals must be notified. Professionals handling significant volumes of client personal information must maintain appropriate privacy policies and information security measures.
When Do You Need a Retainer Agreement (New Zealand)?
A Retainer Agreement is appropriate whenever a business or individual in New Zealand wishes to secure ongoing access to professional services without the cost and delay of negotiating a new engagement each time advice or assistance is required.
Legal retainers are common for businesses that require regular access to barrister and solicitor advice on commercial matters — contract drafting and review, employment law queries under the Employment Relations Act 2000, Companies Act 1993 compliance, lease negotiations, regulatory compliance, and day-to-day corporate governance. A monthly legal retainer provides budget certainty and confirms the solicitor is familiar with the client's business.
Accounting and tax retainers allow businesses to access ongoing bookkeeping, GST return preparation, management accounts, income tax planning, and Inland Revenue compliance advice under a predictable monthly fee. This is particularly valuable for growing businesses that need regular financial guidance but do not yet have the volume of work to justify an in-house finance function.
Management and strategic consulting retainers are used by businesses that wish to access specialist expertise in areas such as strategy, marketing, operations, IT, or human resources on an ongoing advisory basis. The retainer model allows the consultant to build deep knowledge of the business over time.
A written retainer agreement is essential in all of these circumstances. Without it, there is no documented evidence of the agreed scope (leaving both parties exposed to scope disputes), no agreed fee-review mechanism, no documented conflict of interest protocol, and no agreed notice period for termination. The Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 also require legal practitioners to provide information about fees and the method of charging before or as soon as practicable after accepting instructions, making a written retainer agreement the most practical way to satisfy this obligation.
What to Include in Your Retainer Agreement (New Zealand)
A well-drafted New Zealand Retainer Agreement must address the following key provisions to provide thorough legal protection and comply with applicable law and professional standards.
Scope of Retainer Services — The scope clause is the most commercially critical provision. It must define precisely what is included in the monthly retainer fee and what will be charged separately at the hourly rate. An ambiguous scope almost invariably leads to disputes. The agreement should specify the services included, the types of matters covered, any volume limitations (such as the number of contracts reviewed or meetings attended per month), and the services expressly excluded.
Retainer Fee and Hourly Rate in NZD — The agreement must state the monthly retainer fee in New Zealand dollars, the GST treatment at 15%, the due date for payment, and the hourly rate for out-of-scope work. A fee-review mechanism, allowing the professional to adjust fees on notice with a corresponding client exit right, is commercially important for long-term retainers.
Conflict of Interest — A dedicated conflict of interest clause is essential, particularly for legal and accounting retainers. It should require the professional to conduct a conflicts check before commencing work, to disclose any actual or potential conflict immediately upon discovery, and to either obtain informed written consent or cease acting where a conflict cannot be managed. Legal practitioners must comply with the RCCC rules on conflicts.
Confidentiality and Privacy Act 2020 — The agreement must impose mutual confidentiality obligations covering all Confidential Information exchanged during the retainer. The professional's obligations under the Privacy Act 2020 and the 13 Information Privacy Principles (IPPs) should be acknowledged, including the mandatory breach notification obligation.
Consumer Guarantees Act 1993 — The agreement should address the applicability of the CGA, and if both parties are in trade, include a contracting-out provision under section 43 of the CGA, provided it is fair and reasonable.
Termination and Transition — The notice period for termination for convenience, the grounds for immediate termination, and the parties' obligations on termination (payment of accrued fees, return of documents, file transfer) must all be clearly documented. Legal practitioners have specific obligations when ceasing to act under the RCCC.
Limitation of Liability — A cap on aggregate liability protects the professional from exposure disproportionate to the fee charged. The cap must comply with the CGA's restrictions on limiting liability for statutory consumer guarantees. The forms-legal.com Retainer Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Retainer Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/services/retainer-agreement-new-zealand
"Retainer Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/services/retainer-agreement-new-zealand.
@misc{formslegal-retainer-agreement-new-zealand,
author = {{Forms Legal}},
title = {Retainer Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/services/retainer-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
A retainer agreement is a form of service contract under which a client pays a professional — typically a barrister and solicitor, chartered accountant, financial adviser, or management consultant — a fixed monthly fee in exchange for the professional's ongoing availability and the provision of specified services within an agreed scope. Unlike a project-based service agreement (which is tied to a defined deliverable or completion date), a retainer arrangement is continuous: the client pays for access to the professional's expertise each month, whether or not the full scope of services is used in any given period. The monthly retainer fee is consideration for the professional's commitment to prioritise the client's work and to be available within agreed parameters. Work that falls outside the agreed scope is typically charged separately at an agreed hourly rate. In New Zealand, retainer agreements operate within the framework of general contract law (Contract and Commercial Law Act 2017), the Consumer Guarantees Act 1993, the Fair Trading Act 1986, and — for legal practitioners — the Lawyers and Conveyancers Act 2006 and the Rules of Conduct and Client Care.
Conflict of interest rules for retained professionals in New Zealand depend on the profession. For barristers and solicitors, the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (RCCC) require solicitors not to act where there is a conflict of interest between the solicitor and client (rule 5) or between two or more clients (rule 6.1). If a conflict arises, the solicitor must either cease acting or obtain the fully informed consent of all affected clients. For chartered accountants who are members of Chartered Accountants Australia and New Zealand (CA ANZ) or CPA Australia, the relevant code of ethics (based on the IESBA Code) requires identification, evaluation, and management of conflicts. A well-drafted retainer agreement should specify the disclosure obligation, the consent process, and the consequence of an irresolvable conflict.
A monthly retainer fee paid to a GST-registered professional is a taxable supply for the purposes of the Goods and Services Tax Act 1985 (NZ), and GST at 15% is payable on the fee. The professional must issue a valid tax invoice before the client is obliged to pay the GST component. The retainer agreement should clearly state whether the agreed monthly fee is GST-inclusive (i.e. the GST is built into the quoted figure) or GST-exclusive (i.e. the client pays the stated fee plus 15% GST on top). This distinction has a direct impact on the client's cash flow and budget. If the client is registered for GST, they can generally claim an input tax credit for the GST paid on the retainer fee, reducing the effective cost. Professionals with an annual GST turnover of NZD $60,000 or more must register for GST. The New Zealand GST rate of 15% is higher than the Australian rate of 10%.
Whether a service provider can unilaterally increase a monthly retainer fee depends on the terms of the retainer agreement. Under the Fair Trading Act 1986 (FTA) and the Contract and Commercial Law Act 2017, standard form terms that give one party the right to unilaterally vary the fee without adequate notice or a corresponding right for the other party to exit may be challenged as unfair or misleading. A well-drafted retainer agreement addresses this by giving the service provider the right to adjust the fee on reasonable advance written notice (typically 30 to 60 days), coupled with a right for the client to terminate the agreement within that notice period if the revised fee is unacceptable. This approach balances the service provider's legitimate commercial interest in keeping fees current with the client's right not to be locked into a significantly more expensive arrangement.
The Privacy Act 2020 (NZ) applies to any agency — including businesses and professional service providers — that collects, holds, uses, or discloses personal information. The 13 Information Privacy Principles (IPPs) govern how personal information must be handled. IPP 1 requires that personal information is only collected for a lawful purpose that is necessary for a function or activity of the agency. IPP 5 requires secure storage. IPP 11 limits disclosure of personal information to third parties. A notable feature of the Privacy Act 2020 (compared to the repealed Privacy Act 1993) is the mandatory breach notification requirement: if a privacy breach occurs that has caused, or is likely to cause, serious harm to an affected individual, the Privacy Commissioner and the affected individuals must be notified. For professionals who handle sensitive client information — including financial, legal, and health information — appropriate information security measures and privacy breach response procedures are essential. The retainer agreement should specify the provider's Privacy Act 2020 compliance obligations and the obligation to notify the client of any privacy breach.
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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