Who qualifies
The retainer is reserved for technology companies in a growth phase. A company qualifies when all three of these are true.
- 1
You build or sell software or technology
SaaS, platforms and apps, fintech, healthtech, AI, ed-tech, marketplaces, or a business whose product is its technology.
- 2
You are growing
Raising, or about to raise. Signing customers on contracts that get negotiated. Hiring, and writing down how the business handles data, security and AI.
- 3
The work recurs
There is legal work on the desk most months, enough to use around 10 hours. A single transaction with nothing after it is better done on a fixed fee.
The retainer is not offered to
- Businesses outside software and technology. The firm acts for them at the standard rate and on fixed fees, with the same attorney
- A founder setting up for the first time, with no customers or investors yet. The setup documents are better done on fixed fees
- One matter with no ongoing legal work after it. Pay the standard rate or a fixed fee for that matter instead
- Individuals rather than companies. The retainer is offered to businesses only
What the hours go on
In a growing technology company the legal work falls into three streams, and most months touch at least one of them. The retainer is built around them.
Raising funding
Getting the company ready for investors and through the round.
- Term sheets and side letters
- Shareholders’ and subscription agreements
- Investor due diligence and the data room
- Share register, resolutions and the CIPC filings that follow
- Employee share option schemes
Customer contracts
Closing deals without giving away the business in the small print.
- Your own SaaS terms, MSA, order form and SLA
- Redlines when an enterprise customer sends its own paper
- Data-processing agreements and security schedules
- Reseller, partner and supplier agreements
- An attorney on the negotiation call when it matters
Policies
The documents customers, investors and the Information Regulator ask to see.
- Privacy policy and POPIA compliance
- AI use and AI governance policy
- Information security and acceptable use policies
- Website terms of use
- Employment contracts, IP assignment and workplace policies
More on the firm's technology work: software and technology law.
What a retainer is, and what it is not
The word “retainer” is used for three different things, and most of the confusion about retainers comes from mixing them up.
- A deposit. Money paid up front and held in the attorney's trust account, drawn down as work is billed, with the balance refunded at the end. This is what many people expect when they hear the word. It is not what this page describes.
- The instruction itself. In older legal usage, to “retain” an attorney simply means to instruct one. Every client has retained the firm in this sense.
- A standing arrangement for priority and a reduced rate. A fixed monthly fee that keeps the attorney available to you, puts your work ahead of the queue, and prices every hour below the standard rate. This is the firm's retainer.
Because the fee buys availability and priority for the month, it is earned when it is paid. That is why it is not refundable and why it does not sit in trust. The trade is simple: you commit to the hours, and in return you get first call on the attorney's time at R500 an hour less.
How a month works
- 1
Confirm the fit
A short call about what you sell, where you are in raising, and the contracts and policies on your desk. If the retainer is not the right fit, we say so and suggest what is.
- 2
Agree the retainer
You sign a short retainer agreement that records the hours, the rate, the response times, what the hours cover and the notice period. Standard client onboarding (FICA) happens once, at the start.
- 3
Pay the month in advance
R25,000 is paid by EFT or card on or before the first business day of each month. The month's hours are open from the moment payment lands.
- 4
Send instructions as they arise
Email, call, WhatsApp or the client workspace. Retainer instructions are acknowledged the same business day and taken up ahead of non-retainer work, within the response times in your agreement.
- 5
Time is recorded against your hours
Every attendance is recorded in minutes: a call, a contract review, a meeting, a letter. You can ask for your running total at any point in the month.
- 6
Month-end statement
You receive a statement showing the hours used, what they were used on, and any hours over the 10. Extra hours are billed at the same R2,500 an hour, in arrears, with the next month's retainer.
- 7
Next month starts fresh
Hours you did not use fall away. The new month's 10 hours begin with the next payment.
What the hours cover
Any commercial legal work the firm ordinarily does by the hour. The retainer rate applies to every hour, including hours beyond the 10.
Covered by your hours
- Funding-round, customer-contract and policy work, as set out above
- Advice by phone, video or email on a question as it comes up
- Sitting in on negotiations, board meetings and calls with investors or customers
- Companies Act, POPIA, employment and regulatory questions
- Letters of demand and correspondence on your behalf
- Reading and commenting on documents someone else has sent you
Outside the retainer
- Litigation and court appearances, which are quoted separately
- Counsel’s fees and disbursements such as CIPC, Deeds Office and courier charges
- Conveyancing and notarial work, which follow their own tariffs
- Work for a different company in your group, unless the agreement names it
The firm's fixed-fee services stay available to retainer clients at their fixed prices. Where a fixed fee would cost you less than the hours, we say so before we start.
Your platform, included
Retainer clients run their legal affairs on the Keystone Workspace, the platform the firm designed for the businesses it acts for. Contract management, company secretarial and electronic signature are all included with the retainer, at no additional charge, for as long as the retainer runs.
It is not sold on its own. It comes with working with the firm, and on a retainer it comes as standard: your attorney works in the same place your contracts, registers and signatures live.
Contract management
Your signed agreements, read and organised for you — with every renewal and notice deadline tracked and flagged to you in good time.
See the contract software in depthe-Signatures
Send documents for electronic signature and sign in your browser — the executed copy files itself back, with its audit trail. An ordinary electronic signature suits most commercial agreements; where a law itself requires a signature, or for a copyright assignment or exclusive licence, stricter rules apply: an advanced electronic signature or signed writing may be needed, and ECTA does not give validity to some transactions, such as wills and agreements for the sale of land, when they are concluded electronically.
See the e-signature software in depthCompany secretarial
A proper Companies Act share register, a group ownership organogram prepared for your bank’s FICA review, resolutions and a compliance calendar — maintained to standard alongside your attorney.
See the company-secretarial software in depthSee the Keystone Workspace for what each part does in detail.
Why unused hours are not refunded
Priority has a cost. Keeping first call on the attorney's time open for retainer clients means other work waits, and the reduced rate is R500 an hour below what that time earns otherwise. The firm carries both of those whether you send one instruction in a month or ten.
The commitment to 10 hours is what pays for them. If unused hours were refunded, the retainer would be an ordinary deposit at a discounted rate, and there would be no basis for the priority or the discount. So the rule is stated plainly up front: R25,000 a month buys priority access and 10 hours at R2,500, and the hours you do not use fall away at month end.
If you find you use far fewer than 10 hours most months, the retainer is the wrong product for you, and we will tell you. Paying the standard rate per instruction will cost you less.
Questions clients ask before signing
Is the retainer a deposit held in trust?
No. The retainer fee pays for priority access and the reduced rate for that month, so it is earned when it is paid and is banked in the firm's business account. Money you ask us to hold for a specific purpose, such as a deposit on a transaction, is different: that is trust money under section 86 of the Legal Practice Act 28 of 2014 and goes into the firm's trust account.
Why only software and technology companies?
Because that is the work the firm does most of, and priority only means something if the firm keeps capacity for it. Funding rounds, customer contracts and policies come up month after month in a growing technology company, so a retainer fits them. Other businesses are welcome to instruct the firm at the standard rate or on fixed fees.
Does a funding round fit inside the retainer?
Yes. Round work is charged at the retainer rate like any other work. A round often makes for a busy month: hours over the 10 are billed at the same R2,500 an hour, in arrears, and at the start of the round we give you an estimate of the hours so the month holds no surprises.
What happens if I need more than 10 hours in a month?
The extra hours are billed at the same R2,500 an hour, in arrears, with the next month's retainer. There is no cap. If you regularly run over, we will suggest stepping the retainer up so you can plan for it.
Can I take more than 10 hours a month?
Yes. Ten hours is the minimum. A retainer of 15, 20 or 30 hours works the same way at the same R2,500 an hour: 15 hours is R37,500 a month, 20 hours is R50,000 a month.
Do unused hours roll over or get refunded?
No. The fee buys priority and the lower rate for that month whether or not you call on the hours. If you used two hours in a month, you still paid R25,000 and your instructions still went to the front of the queue. That commitment is what makes the reduced rate possible.
How do I end the retainer?
The retainer runs month to month. Either side can end it on one calendar month’s written notice, so a notice given in March ends the retainer at the end of April. The final month is paid and used like any other.
Who can take a retainer?
Software and technology companies that are growing and have legal work most months. The retainer is not offered to individuals acting as consumers, and it is priced for businesses that fall outside the Consumer Protection Act 68 of 2008, meaning an annual turnover or asset value of R2 million or more.
Does priority mean everything is done the same day?
Priority means your instruction is picked up ahead of non-retainer work and within the response times in your agreement. A two-page letter is turned around quickly; a full shareholders’ agreement still takes the time it takes. We tell you the expected turnaround when we acknowledge the instruction.
What is the standard rate the retainer is measured against?
The firm's standard advisory rate is R3,000 an hour, billed per instruction after the work is done, with instructions taken in turn. The retainer rate of R2,500 an hour is R500 an hour lower.
Is the Keystone Workspace included?
Yes, at no additional charge for as long as the retainer runs. That is the full platform: contract management (your signed agreements read, filed and their deadlines tracked), company secretarial (a Companies Act share register, resolutions, beneficial-ownership packs and a compliance calendar) and electronic signature (send, sign in your browser, and the executed copy files itself back). Your attorney works in the same place, so every instruction and the time spent on it is on record.
What happens to the platform if I end the retainer?
Access runs to the end of your final month. Your contracts, registers and signed documents are yours: they are exported and handed over on request, so nothing is locked away.
Check whether you qualify
Book a consultation and tell us what you sell, where you are in raising, and the contracts and policies on your desk. If the retainer fits, the agreement follows the same week and the first month starts on payment. If it does not fit, you will hear that too.
Or email martin@mjkinc.co.za with a line about your company, your product and the legal work coming up.