A retainer is a payment made for the broker's time or commitment, usually monthly or upfront, whether or not a sale happens. A success fee is payable when a defined outcome is reached, normally completion of the sale, and is usually calculated as a percentage of transaction value. Many UK agreements combine both, sometimes with staged or milestone payments in between. The labels are not interchangeable, so read how each payment is defined.
Fixed upfront fee
A single payment at the start of the engagement, usually to cover onboarding, valuation work and sale materials. It may or may not be refundable or credited against later fees.
Monthly retainer
A recurring payment for as long as the engagement continues. Retainers can add up over a long process, so check whether they stop at a set point, are capped, or are credited against the success fee.
Staged or milestone payment
A payment that becomes due when a defined stage is reached, such as signing Heads of Terms. It sits between an upfront fee and a completion fee: it is tied to progress, but it is usually payable before completion.
Success fee
A fee payable on a defined successful outcome, normally completion. It is usually a percentage of transaction value, sometimes with progressive bands or a minimum fee. How 'transaction value' is defined, for example whether it includes deferred or contingent consideration, can matter as much as the percentage.
Hybrid structures
Many agreements combine elements: for example a modest upfront fee, a milestone payment and a success fee, with some or all earlier payments credited against the final fee. Hybrids are not inherently better or worse; they need to be read as a whole.
Why the labels matter
Terms such as 'success fee only', 'no sale, no fee' and 'no upfront fee' describe different things. An agreement with no upfront fee can still include a milestone payment before completion. Rely on the defined terms in the agreement, not on marketing descriptions.
£0 upfront is Offsell's standard service for qualifying UK businesses. That means no upfront engagement fee and nothing to pay to start the sale process. It is not a 'no sale, no fee' arrangement: a Heads of Terms stage payment becomes due when Heads of Terms are signed and is credited in full against the completion fee.
Frequently asked questions
Is a retainer the same as an upfront fee?
Not exactly. An upfront fee is usually a single payment at the start, while a retainer is often recurring. Both are typically payable whether or not the business sells, unless the agreement says otherwise.
Is a success fee always paid only at completion?
Usually the success fee itself is linked to completion, but an agreement can also include milestone payments, such as at Heads of Terms, that fall due earlier. Check every payment trigger in the agreement.
Does 'no upfront fee' mean 'no sale, no fee'?
No. 'No upfront fee' means nothing is payable at the start. An agreement can still include payments at later milestones before completion, so the two phrases should not be treated as the same.
Which structure is cheapest?
There is no general answer. The total cost depends on the amounts, the timing, how long the process takes, whether it succeeds, and how transaction value is defined. Model the outcomes that matter to you.
Are retainer payments ever credited against the success fee?
Some brokers credit retainers or upfront fees against the success fee and some do not. The agreement should say clearly whether, and how much, is credited.