Referral Agreement (New Zealand)
REFERRAL AGREEMENT
THIS REFERRAL AGREEMENT (the "Agreement") is made on [Effective Date] between:
(1) [Company Name] (NZBN [Company NZBN]), of [Company Address], [Company City] [Company Postcode] (the "Company"); and
(2) [Referrer Name] (NZBN [Referrer NZBN]), of [Referrer Address], [Referrer City] [Referrer Postcode] (the "Referrer").
BACKGROUND
A. The Company wishes to engage the Referrer to introduce potential customers to the Company for the purchase of the Company's services and products.
B. The Referrer agrees to make referrals to the Company on the terms of this Agreement and to receive a referral fee for qualifying referrals that result in completed transactions.
C. This Agreement is subject to the Contract and Commercial Law Act 2017 (CCLA), the Fair Trading Act 1986 (FTA), the Goods and Services Tax Act 1985, and the Privacy Act 2020. If the referral involves financial products or credit services, the parties acknowledge their additional obligations under the Financial Markets Conduct Act 2013 and the Credit Contracts and Consumer Finance Act 2003.
1. SERVICES AND SCOPE
1.1 The Company engages the Referrer to introduce potential customers to the Company for the following services or products: [Services Description] (the "Services").
1.2 The Referrer is appointed as: [Exclusivity].
1.3 The Referrer is not the Company's employee, agent (except for the limited purpose of making introductions), partner, or representative. The Referrer has no authority to make representations, promises, or commitments on behalf of the Company, to negotiate or agree to any terms with referred customers, or to bind the Company in any contract.
1.4 This Agreement commences on the Effective Date and continues for [Agreement Term], unless terminated earlier in accordance with Clause 6.
2. QUALIFYING REFERRAL
2.1 A qualifying referral for the purposes of this Agreement is: [Qualifying Referral].
2.2 The Referrer must submit each referral to the Company in writing (by email or through the Company's designated referral portal), providing: (a) the prospective customer's full name; (b) the prospective customer's contact details including phone number and email address; (c) the nature of the prospective customer's interest in the Company's Services; and (d) any other information the Company reasonably requests. The Referrer warrants that it has obtained the prospective customer's consent to share their personal information with the Company as required by the Privacy Act 2020 (NZ).
2.3 The Company shall notify the Referrer in writing within 10 Business Days of receipt of a referral whether the referral is accepted as a qualifying referral. The Company may decline a referral if the prospective customer is already known to the Company or has been referred by another party.
2.4 The Company retains full discretion to accept or reject any prospective customer introduced by the Referrer, and to determine the terms on which it deals with any referred customer.
3. REFERRAL FEE
3.1 In consideration of qualifying referrals made by the Referrer, the Company shall pay the Referrer [Referral Fee Type] (amount: [Referral Fee Amount]) (the "Referral Fee").
3.2 The Referral Fee is payable [Payment Timing]. Payment will be made by electronic funds transfer to the Referrer's nominated bank account.
3.3 If the Referrer is registered for GST under the Goods and Services Tax Act 1985, GST at 15% is payable on the Referral Fee in addition to the amounts stated in clause 3.1. The Referrer shall issue a valid tax invoice to the Company for each Referral Fee payment (or the parties may agree to a recipient-created tax invoice arrangement in writing).
3.4 No Referral Fee is payable in respect of: (a) referrals that do not satisfy the definition of a qualifying referral; (b) referrals of prospective customers who are existing customers of the Company at the date of referral; or (c) referrals submitted after termination of this Agreement.
3.5 The Referral Fee is the Referrer's sole entitlement under this Agreement. The Referrer is not entitled to any employment benefits, KiwiSaver contributions (except as may be required by law), or reimbursement of expenses, unless expressly agreed in writing.
4. OBLIGATIONS OF THE PARTIES
4.1 Referrer's obligations: The Referrer shall: (a) make referrals in good faith and only introduce prospective customers who have a genuine interest in the Company's Services; (b) not make any false, misleading, or deceptive representations about the Company or its Services, in compliance with the Fair Trading Act 1986 (FTA); (c) not accept referral fees from any competing business for the same referral (unless the non-exclusive arrangement applies); (d) comply with the Privacy Act 2020 when handling prospective customer personal information, including obtaining appropriate consent before sharing personal information with the Company.
4.2 Company's obligations: The Company shall: (a) promptly follow up on all qualifying referrals introduced by the Referrer; (b) keep the Referrer informed of the status of qualifying referrals on reasonable request; (c) pay all Referral Fees that become due under this Agreement in accordance with clause 3; (d) maintain adequate records of transactions with referred customers; (e) comply with the Privacy Act 2020 with respect to personal information received about referred customers.
4.3 Confidentiality: Each party shall keep the other party's confidential information (including referral details, customer information, commercial terms, and fee structures) strictly confidential and shall not disclose it to any third party without the other party's prior written consent, except as required by law. This obligation survives termination of this Agreement for 2 years.
5. TERMINATION
5.1 Either party may terminate this Agreement on 30 days' written notice to the other party.
5.2 Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach of this Agreement and fails to remedy it within 10 Business Days of written notice of the breach; (b) the other party becomes insolvent, is placed in liquidation or receivership, or is unable to pay its debts as they fall due within the meaning of the Companies Act 1993 (NZ); or (c) the other party engages in conduct that brings the terminating party's reputation into serious disrepute.
5.3 On termination, the Company shall pay all accrued and unpaid Referral Fees for qualifying referrals made prior to the termination date. No Referral Fee shall be payable for referrals made after the termination date, even if a referred customer subsequently contracts with the Company.
6. GENERAL PROVISIONS
6.1 Governing Law: This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Fair Trading Act 1986. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand.
6.2 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a relationship of employment, agency (beyond the limited introductory role), partnership, or joint venture between the parties.
6.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to the subject matter hereof and supersedes all prior agreements, representations, and understandings.
6.4 Amendments: No amendment is effective unless in writing and signed by both parties.
6.5 Dispute Resolution: The parties shall endeavour to resolve any dispute by good-faith negotiation. If unresolved within 15 Business Days, the dispute may be referred to mediation before a mediator appointed by the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) before commencing legal proceedings.
EXECUTION
IN WITNESS WHEREOF, the parties have executed this Referral Agreement as of the date first written above.
Company
________________
Signature
Referrer
________________
Signature
What Is a Referral Agreement (New Zealand)?
A Referral Agreement in New Zealand appoints one party to promote or sell on the other's behalf and sets the commission, territory, and duties owed under the Companies Act 1993.
Referral agreements are widely used across New Zealand industries. Accounting firms, legal practices, IT consultancies, mortgage brokers, financial advisers, and business coaches frequently enter into cross-referral arrangements with complementary service providers. Software companies, insurance advisers, real estate agents, and recruitment firms also commonly operate referral programmes under which business contacts or existing customers are incentivised to introduce new clients.
From a legal perspective, a referral arrangement in New Zealand is governed by the Contract and Commercial Law Act 2017 (CCLA), which is the primary legislation governing commercial contracts in New Zealand. The key elements of an enforceable referral agreement are: offer and acceptance; consideration (the referral fee is the Company's consideration; the referral is the Referrer's consideration); certainty of terms (the definition of a qualifying referral, the fee amount, and the payment timing must be certain); and intention to create legal relations.
The Fair Trading Act 1986 prohibits misleading and deceptive conduct in trade, applying to all representations made by the referrer when introducing customers. The Goods and Services Tax Act 1985 applies to referral fees where the referrer is GST-registered, with GST at 15% payable on the fee. The Privacy Act 2020 applies whenever the referrer discloses personal information about prospective customers to the Company.
Regulatory overlays apply in certain industries. Financial product referrals may require a Financial Advice Provider (FAP) licence or authorisation under the Financial Markets Conduct Act 2013. Consumer credit referrals may require registration under the Credit Contracts and Consumer Finance Act 2003. Under New Zealand law, Section 9 of the Contract and Commercial Law Act 2017 provides that contracts must be interpreted objectively, while Section 14 of the Fair Trading Act 1986 prohibits misleading conduct in trade that applies to all referral representations. Regulatory oversight falls under the Commerce Commission (for Fair Trading Act enforcement), the Financial Markets Authority (for financial product referrals), and Inland Revenue for GST compliance. Disputes are resolved through the High Court of New Zealand or, for smaller claims, the Disputes Tribunal under the Disputes Tribunal Act 1988. The forms-legal.com Referral Agreement (New Zealand) provides a ready-to-use template covering all applicable New Zealand legal requirements, including compliance with the Contract and Commercial Law Act 2017, the Fair Trading Act 1986, the Goods and Services Tax Act 1985, and the Privacy Act 2020.
When Do You Need a Referral Agreement (New Zealand)?
A Referral Agreement is needed whenever a business wishes to reward third parties for introducing new customers or clients in New Zealand. Common scenarios where a formal Referral Agreement is essential include the following.
Professional services cross-referrals: An accounting firm and a legal firm entering a mutual referral arrangement to introduce clients to each other, with a fee paid for each introduction that results in a completed engagement.
Software and SaaS businesses: A New Zealand software company engaging consultants, system integrators, or industry influencers to introduce new users or clients to their platform, paying a fixed fee or percentage commission on the annual contract value.
Mortgage and insurance referrals: Accountants or financial coaches introducing clients to mortgage advisers or insurance advisers (subject to FMCA and CCCFA compliance requirements), with a referral fee paid on settlement.
Recruitment and HR: Businesses paying referral fees to individuals or entities who introduce candidates who are successfully placed in a role.
Trade and building services: Trade contractors referring residential or commercial clients to other trades or suppliers, with a fee for each successful engagement.
A written Referral Agreement is essential in all these scenarios to define the qualifying referral, the fee payable, the payment process, and to provide non-circumvention and confidentiality protections for the Referrer. The Privacy Act 2020 requirement to obtain consent before sharing personal information should also be addressed in the agreement. Under New Zealand law, Section 34 of the Contract and Commercial Law Act 2017 governs the core requirements for commercial contracts, while Section 9 of the Fair Trading Act 1986 prohibits misleading representations about the nature of any referral arrangement. Regulatory oversight falls under the Commerce Commission, the Financial Markets Authority (for regulated financial service referrals), and Inland Revenue. Disputes are resolved through the High Court of New Zealand or the Disputes Tribunal for smaller claims under the Disputes Tribunal Act 1988.
What to Include in Your Referral Agreement (New Zealand)
A well-drafted New Zealand Referral Agreement should address the following key elements.
Parties and NZBNs — Identify each party by their full legal name and NZBN (New Zealand Business Number). Companies registered under the Companies Act 1993 must use their registered name. The NZBN is increasingly used in business correspondence and tax invoicing.
Definition of a Qualifying Referral — This is the most critical clause in the agreement. It must clearly define what actions the Referrer must take, and what conditions the referred customer must satisfy (e.g. signing a contract, making a first payment) before a Referral Fee becomes payable. Ambiguity in this definition is the most common source of referral fee disputes.
Referral Fee Structure — The agreement must specify the fee payable — whether a fixed NZD amount or a percentage of revenue, contract value, or first payment — and confirm whether the fee is inclusive or exclusive of GST at 15%.
Payment Timing — When does the Referral Fee become due and when must it be paid? Common triggers are: first payment received from the customer, execution of the customer contract, or monthly in arrears.
Privacy Act 2020 Compliance — The Referral Agreement should address how the Referrer will obtain the prospective customer's consent before sharing their personal information with the Company, in compliance with the Privacy Act 2020 and the Information Privacy Principles (IPPs).
Non-Circumvention — A non-circumvention clause prevents the Company from bypassing the Referrer to deal directly with a referred customer without paying the fee. This is a critical protection for the Referrer.
Fair Trading Act 1986 Warranty — Both parties should warrant that they will not engage in misleading or deceptive conduct in trade in connection with the referral arrangement.
Exclusivity — The agreement should state whether the referral arrangement is exclusive (meaning the Company may not engage other referrers for the same customer segment or territory during the term) or non-exclusive. An exclusive arrangement requires careful scoping to avoid unintended restraints of trade that could be unenforceable under Section 27 of the Contract and Commercial Law Act 2017.
Term and Termination — The agreement should specify the initial term (commonly 12 or 24 months), any automatic renewal provision, and the circumstances in which either party may terminate. A post-termination tail period — typically 12 to 24 months — during which the Referrer remains entitled to fees for customers introduced before termination protects the Referrer's legitimate commercial interest in introductions already made.
Confidentiality — The agreement should include mutual confidentiality obligations preventing either party from disclosing the terms of the arrangement or any confidential information received from the other party. This is particularly important where the Referrer has access to the Company's pricing, customer data, or product roadmap.
Governing Law and Dispute Resolution — The laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Fair Trading Act 1986, govern the agreement. Disputes should be referred first to good-faith negotiation, then to mediation through a recognised mediator, and finally to the Disputes Tribunal (under the Disputes Tribunal Act 1988) for claims up to NZD $30,000 or to the District Court of New Zealand or High Court of New Zealand for larger claims. Under New Zealand law, Section 14 of the Contract and Commercial Law Act 2017 provides that courts may award damages for breach of contract, including loss of referral fees wrongfully withheld. Regulatory oversight falls under the Commerce Commission (Fair Trading Act 1986), the Financial Markets Authority (Financial Markets Conduct Act 2013), and the Office of the Privacy Commissioner (Privacy Act 2020). The forms-legal.com Referral Agreement (New Zealand) provides a ready-to-use template that meets all New Zealand legal requirements.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Referral Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/contracts/referral-agreement-new-zealand
"Referral Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/contracts/referral-agreement-new-zealand.
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author = {{Forms Legal}},
title = {Referral Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/contracts/referral-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
Whether a referrer needs a licence depends on the nature of the goods or services being referred. For most ordinary business products and services — software, marketing, consulting, recruitment, trade services — no licence is required and a referral arrangement is simply a commercial contract. However, if the referral involves financial products regulated under the Financial Markets Conduct Act 2013 (FMCA), such as investment products, managed investment schemes, or insurance, the referrer may need to be a licensed financial adviser or an authorised body, depending on whether the referral conduct constitutes financial advice. Similarly, if the referral involves consumer credit under the Credit Contracts and Consumer Finance Act 2003 (CCCFA), specific disclosure and registration obligations may apply. Parties involved in referrals in the financial services or consumer credit sectors should obtain specialist regulatory advice before entering into a referral agreement.
Yes, a referral fee is generally subject to GST in New Zealand if the referrer is registered (or required to be registered) for GST and the referral service is a taxable supply under the Goods and Services Tax Act 1985. A referrer whose annual GST turnover is NZD $60,000 or more is required to register for GST. Where the referrer is GST-registered, they must charge GST at 15% on top of the agreed referral fee and issue a valid tax invoice for each payment. Many referral agreements express fees as exclusive of GST, with GST at 15% being added on top. Parties may also agree to a recipient-created tax invoice (RCTI) arrangement, under which the Company (as the fee payer) issues the tax invoice on behalf of the referrer — this can simplify administration where referral fee payments are frequent. Parties should seek advice from Inland Revenue or a registered tax agent about their specific GST obligations.
A non-circumvention clause in a referral agreement prevents the Company from using the referrer's introduction to deal directly with the referred customer — cutting out the referrer and avoiding payment of the referral fee. For example, without a non-circumvention clause, a Company could receive a high-value customer referral, wait for the referral agreement to expire, and then directly approach the customer without paying any fee. A non-circumvention clause addresses this risk by imposing an obligation on the Company not to enter into any business arrangement with a referred customer (in relation to the referred services) without paying the agreed referral fee, for a specified period following the initial introduction (typically 12 to 36 months). Breach of a non-circumvention clause entitles the referrer to claim the referral fee they would have received, plus additional damages. New Zealand courts will enforce non-circumvention clauses that are reasonable in scope and duration.
The Privacy Act 2020 (NZ) applies to referral arrangements whenever a referrer discloses the personal information of a prospective customer to the Company. Under the 13 Information Privacy Principles (IPPs) in the Privacy Act 2020, personal information must be collected for a lawful purpose and only if necessary (IPP 1), collected directly from the individual where practicable (IPP 2), and used only for the purpose for which it was collected (IPP 10). When a referrer provides a prospective customer's name, email address, and phone number to the Company, this constitutes a disclosure of personal information. The referrer should obtain the prospective customer's consent to share their details with the Company before making the referral. The Company must also handle the referred customer's personal information in accordance with the Privacy Act 2020, including maintaining an appropriate Privacy Policy. The Privacy Act 2020 introduced mandatory breach notification — if a privacy breach occurs that has caused or is likely to cause serious harm, the Privacy Commissioner and affected individuals must be notified.
The Fair Trading Act 1986 (FTA) prohibits misleading and deceptive conduct in trade and applies to all representations made by a referrer in connection with introducing customers to a business. A referrer must not make false or exaggerated claims about the Company's products, services, pricing, or capabilities when making referrals. Misleading a prospective customer about the nature of the Company's offering could expose the referrer (and potentially the Company) to liability under the FTA, including damages claims and potential Commerce Commission enforcement action. The FTA also prohibits unconscionable conduct in trade, which is relevant where a referrer exploits an information imbalance to obtain a referral fee for a customer who would not have contracted with the Company had they been fully informed. A well-drafted referral agreement should include an express warranty from the referrer that it will comply with the FTA in making all referrals.
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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