Retainer AgreementSaaS

Retainer Agreement Template for SaaS Businesses (UK 2025)

Last updated: February 2025

Why SaaS Businesses Need a Retainer Agreement

SaaS retainer agreements provide ongoing access to development, design, or product consultancy resources on a predictable monthly basis. Unlike project-based SOWs, retainers give SaaS companies priority access to skilled resources for continuous improvement, bug fixes, and iterative feature development. The agreement must balance the client's need for flexibility in directing work with the provider's need for predictable revenue, and should address how unused hours are handled and whether they roll over.

Key Clauses for SaaS

  • Monthly hour allocation with rollover or use-it-or-lose-it policy
  • Priority response times and resource availability guarantees
  • Scope of services covered versus out-of-scope work
  • Rate card for work exceeding the retainer allocation

Common Mistakes

  • Not specifying whether unused retainer hours roll over to subsequent months or are forfeited
  • Failing to define the boundary between retainer-covered work and project work requiring separate SOWs

Template Sections

  • Monthly hour allocation and rollover policy
  • Response time and availability commitments
  • In-scope versus out-of-scope work definitions

FAQ

Should unused SaaS retainer hours roll over?

This is a commercial decision with arguments both ways. Rolling over hours provides client flexibility but creates resource planning challenges for the provider. Common approaches include limited rollover of up to 20% of monthly hours for one month only, forfeiture of unused hours, or a credits system that expires quarterly. Whatever policy you choose, state it clearly in the agreement.

How should a SaaS retainer handle urgent bug fixes versus feature development?

Define priority levels within the retainer with different response times. Critical bugs affecting service availability should have a response time of hours, not days. Feature requests and improvements should be scheduled within the normal retainer workflow. Specify that emergency work above the retainer allocation is billed at agreed overtime rates with a cap.

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This is guidance for UK businesses, not legal advice. Templates are illustrative. Consult a solicitor for complex matters.

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