Terms and Conditions (New Zealand)
These Terms and Conditions (the "Terms") govern the supply of [Supply Type] described as [Supply Description] (collectively, the "Goods/Services") to [Customer Type] customers (website: [Website URL]) by [Business Name], [Business Structure] (NZBN [Business NZBN]), of [Business Address], [Business City] [Business Postcode] ("we", "us", or "our").
These Terms take effect on [Effective Date].
By placing an order, making a purchase, or otherwise engaging us to supply Goods/Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not place an order or engage us.
These Terms are governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA), the Consumer Guarantees Act 1993 (CGA), and the Fair Trading Act 1986 (FTA).
1. ORDERS AND AGREEMENT
1.1 A binding contract between you and us is formed when we accept your order (whether in writing, electronically, or by commencing performance of the Goods/Services).
1.2 We reserve the right to decline any order at our discretion, without liability to you.
1.3 These Terms apply to all orders and supersede any terms contained in your purchase order or other documents, unless we expressly agree otherwise in writing.
1.4 Under the Contract and Commercial Law Act 2017, electronic contracts are valid and enforceable. By accepting these Terms electronically, you are entering into a binding contract with us.
2. PRICING AND PAYMENT
2.1 All prices are stated [GST Treatment]. If we are GST-registered, we will issue a valid tax invoice as required under the Goods and Services Tax Act 1985.
2.2 Payment is due within [Payment Terms Days] days of the date of invoice, unless otherwise agreed in writing. Payment must be made by electronic funds transfer to our nominated bank account or such other payment method as we may notify to you.
2.3 If you fail to pay by the due date, we may: (a) charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until payment is received; (b) suspend supply of the Goods/Services upon written notice; and (c) exercise a lien over any goods in our possession.
2.4 Prices are subject to change without notice. The price applicable to any order is the price quoted or confirmed in writing at the time the order is accepted.
3. DELIVERY
3.1 Delivery dates and times are estimates only and are not binding on us, unless otherwise agreed in writing. We are not liable for any loss or damage arising from delays in delivery caused by events outside our reasonable control.
3.2 Risk in goods passes to you on delivery. Title in goods remains with us until full payment is received.
3.3 You must inspect goods promptly on delivery and notify us of any defect, shortage, or discrepancy within 3 business days of delivery. Failure to notify us within that period does not affect any rights you have under the Consumer Guarantees Act 1993 or the Contract and Commercial Law Act 2017.
4. CONSUMER GUARANTEES ACT 1993
4.1 Where you acquire Goods/Services as a consumer as defined in the Consumer Guarantees Act 1993 (CGA), nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy implied or conferred by the CGA that cannot lawfully be excluded.
4.2 Under the CGA, goods supplied to a consumer come with guarantees that they will be of acceptable quality (s 6), fit for any particular purpose made known to the supplier (s 8), match their description (s 9), match any sample shown (s 10), and have clear title (s 12). Services supplied to a consumer come with guarantees that they will be carried out with reasonable care and skill (s 28), be fit for purpose (s 29), be completed within a reasonable time (s 30), and be provided at a reasonable price where no price is agreed (s 31).
4.3 Where a failure to comply with a consumer guarantee under the CGA is not a major failure, we are entitled to remedy the failure within a reasonable time. Where the failure is a major failure, or where the failure cannot be remedied, you may reject the goods or cancel the contract for services and obtain a refund, and you may also claim compensation for any reasonably foreseeable loss.
4.4 Where both parties are 'in trade' (that is, where you are acquiring the Goods/Services for the purposes of a business), the parties may agree to contract out of the CGA under section 43. To the extent you acquire the Goods/Services for business purposes and it is fair and reasonable to do so, the guarantees in sections 6-12 (goods) and sections 28-31 (services) of the CGA are excluded from these Terms, and our liability is limited as set out in clause 7.
5. FAIR TRADING ACT 1986
5.1 We warrant that we have not engaged in, and will not engage in, any misleading or deceptive conduct in trade in connection with the supply of Goods/Services or these Terms, consistent with our obligations under the Fair Trading Act 1986 (FTA).
5.2 Nothing in these Terms limits or excludes any right or remedy available to you under the Fair Trading Act 1986, including any remedy for misleading or deceptive conduct.
6. INTELLECTUAL PROPERTY
6.1 All intellectual property rights in our business, website, content, and materials, including [IP Description], are owned by or licensed to us and are protected under the Copyright Act 1994, the Trade Marks Act 2002, and other applicable New Zealand and international intellectual property laws.
6.2 Nothing in these Terms transfers any intellectual property rights to you. You must not reproduce, distribute, modify, or otherwise exploit our intellectual property without our prior written consent.
6.3 You retain ownership of any intellectual property you provide to us in connection with your order. By providing such materials to us, you grant us a non-exclusive licence to use those materials for the purpose of fulfilling your order.
7. PRIVACY AND PERSONAL INFORMATION
7.1 We collect and handle personal information in accordance with the Privacy Act 2020 and the 13 Information Privacy Principles (IPPs). Our Privacy Policy, available on our website or on request, explains how we collect, use, store, and protect your personal information.
7.2 We may collect your personal information to process your order, provide Goods/Services, communicate with you about your order, comply with our legal obligations, and improve our products and services.
7.3 You have the right to access and correct your personal information held by us under the Privacy Act 2020. To exercise these rights, or for any privacy-related queries or complaints, please contact us at [Contact Email].
7.4 If we experience a privacy breach involving your personal information that has caused or is likely to cause serious harm, we will notify you and the Privacy Commissioner as required by the Privacy Act 2020.
8. DISPUTE RESOLUTION
8.1 If a dispute arises in connection with these Terms or the supply of Goods/Services, [Dispute Process].
8.2 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts of New Zealand.
8.3 Consumers may also have access to the Disputes Tribunal for claims up to NZD $30,000 (or NZD $50,000 by agreement) under the Disputes Tribunal Act 1988, or to the courts of New Zealand for larger claims.
8.4 These Terms are governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017, the Consumer Guarantees Act 1993, and the Fair Trading Act 1986. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand.
9. GENERAL PROVISIONS
9.1 Entire Agreement: These Terms, together with any written quotation or order confirmation, constitute the entire agreement between the parties with respect to the supply of Goods/Services and supersede all prior agreements, representations, and understandings.
9.2 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable New Zealand law, that provision shall be severed without affecting the validity or enforceability of the remaining provisions.
9.3 No Waiver: Our failure to enforce any right or remedy under these Terms does not constitute a waiver of that right or remedy.
9.4 Amendments: We reserve the right to amend these Terms at any time. We will publish any amended Terms on our website. Your continued use of our Goods/Services after the amended Terms are published constitutes acceptance of the amended Terms.
9.5 No Third Party Rights: A person who is not a party to these Terms has no right to enforce any of its terms. The provisions of Part 2, subpart 1 of the Contract and Commercial Law Act 2017 (privity of contract) are excluded to the extent permitted by law.
9.6 Contact: For any queries about these Terms or your order, please contact us at [Contact Email] [Contact Phone].
What Is a Terms and Conditions (New Zealand)?
A Terms and Conditions in New Zealand sets the binding terms on which customers may use the product, website, or service and allocates rights and liabilities under the Companies Act 1993.
The most important legislation governing New Zealand Terms and Conditions is the Consumer Guarantees Act 1993 (CGA), which implies mandatory guarantees into every contract for the supply of goods or services to a consumer. For goods, the CGA implies guarantees of acceptable quality (s 6), fitness for purpose (s 8), correspondence with description (s 9), and title (s 12). For services, the CGA implies guarantees of reasonable care and skill (s 28), fitness for purpose (s 29), completion within a reasonable time (s 30), and reasonable price (s 31). These guarantees cannot be excluded or limited when goods or services are supplied to a consumer (a person acquiring for personal, domestic, or household use). Section 43 of the CGA permits contracting-out only in genuine business-to-business transactions, where both parties are acting in trade.
The Contract and Commercial Law Act 2017 (CCLA) is the primary legislation governing the formation and enforcement of commercial contracts in New Zealand. The CCLA covers contractual formation, remedies for breach, misrepresentation, and the electronic execution of contracts. Under the CCLA, electronic contracts and electronic signatures are valid and enforceable.
The Fair Trading Act 1986 (FTA) prohibits misleading and deceptive conduct in trade, false or misleading representations, and certain unfair practices. The FTA applies to all pricing representations and marketing statements made in connection with Terms and Conditions. Consumer-facing businesses must state prices inclusive of GST to avoid misleading consumers under the FTA.
GST at 15% under the Goods and Services Tax Act 1985 must be addressed in every set of New Zealand Terms and Conditions. The GST registration threshold is NZD $60,000 in taxable supplies over any 12-month period. Terms and Conditions should clearly state whether prices are inclusive or exclusive of GST.
The Privacy Act 2020 governs the collection and handling of personal information. New Zealand businesses must comply with the 13 Information Privacy Principles (IPPs) and mandatory privacy breach reporting requirements when handling customers' personal information.
When Do You Need a Terms and Conditions (New Zealand)?
Every New Zealand business that supplies goods or services to customers — whether to consumers or to other businesses — should have written Terms and Conditions to define the legal basis on which it supplies its goods or services and to protect itself from disputes.
You need Terms and Conditions when you operate an online shop or e-commerce website selling goods to New Zealand consumers or businesses; when you provide professional services (consulting, digital marketing, IT services, legal or accounting services) to clients in New Zealand; when you operate a subscription service or SaaS platform; when you supply goods on credit or under extended payment terms; when you supply services under retainer or ongoing service arrangements; and when you engage in any other commercial activity where there is a risk of disputes about the scope, price, quality, or timing of your goods or services.
New Zealand Terms and Conditions are particularly important because of the Consumer Guarantees Act 1993. If your customers include consumers (individuals acquiring goods or services for personal, domestic, or household use), the CGA guarantees apply automatically and cannot be excluded. Your Terms and Conditions must acknowledge these statutory guarantees and must not attempt to contract out of them in consumer transactions.
For B2B businesses, well-drafted Terms and Conditions under section 43 of the CGA can legitimately limit or exclude certain CGA guarantees where both parties are acting in trade and the contracting-out is fair and reasonable. This provides significant commercial protection for B2B suppliers and reduces the risk of costly warranty claims.
Privacy Act 2020 compliance is mandatory. Any Terms and Conditions that involve the collection or handling of customers' personal information must address the business's obligations under the Privacy Act 2020 and the Information Privacy Principles.
What to Include in Your Terms and Conditions (New Zealand)
Well-drafted New Zealand Terms and Conditions should include the following key provisions.
Business Identification and NZBN — Clearly identify the business by its full legal name, NZBN, and contact details. For companies under the Companies Act 1993, use the registered name ending in Limited or Ltd.
Description of Goods or Services — Define precisely what goods or services are covered by the Terms. Vague or broad descriptions are a common cause of disputes.
Pricing and GST — State whether prices are inclusive or exclusive of GST at 15%. Consumer-facing businesses should state prices inclusive of GST as required by the Fair Trading Act 1986. All amounts should be stated in NZD.
Payment Terms — Specify when payment is due, the accepted payment methods, and the consequences of late payment (including interest at a specified rate).
Consumer Guarantees Act 1993 Compliance — The Terms must acknowledge the consumer guarantees implied by sections 6-12 (goods) and 28-31 (services) of the CGA and must not attempt to exclude them in consumer transactions. For B2B transactions, a properly drafted contracting-out clause under section 43 of the CGA is permitted.
Fair Trading Act 1986 — Include mutual warranties that neither party has engaged in misleading or deceptive conduct, consistent with the FTA.
Returns and Refunds — Describe the standard returns and refunds policy for non-CGA claims, while making clear that CGA consumer remedies apply regardless of the stated policy.
Intellectual Property — Specify the ownership of intellectual property in the goods, services, and business under the Copyright Act 1994 and the Trade Marks Act 2002.
Privacy Act 2020 — Include a privacy clause explaining how personal information is handled in accordance with the Privacy Act 2020 and the 13 Information Privacy Principles.
Dispute Resolution — Specify how disputes will be resolved, including reference to the Disputes Tribunal Act 1988 for consumer disputes up to NZD $30,000.
Governing Law — Specify New Zealand law, including the CCLA, CGA, and FTA, as the governing law. The forms-legal.com Terms and Conditions (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). Terms and Conditions (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/policies/terms-and-conditions-new-zealand
"Terms and Conditions (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/policies/terms-and-conditions-new-zealand.
@misc{formslegal-terms-and-conditions-new-zealand,
author = {{Forms Legal}},
title = {Terms and Conditions (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/policies/terms-and-conditions-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
The Consumer Guarantees Act 1993 (CGA) automatically implies mandatory guarantees into every contract for the supply of goods and services to a consumer in New Zealand. For goods, the guarantees include: acceptable quality (s 6) — goods must be fit for their usual purpose, safe, durable, free from defects, and acceptable in appearance and finish; fitness for particular purpose (s 8) — goods must be fit for any particular purpose made known to the supplier; description (s 9) — goods must match their description; sample (s 10) — goods must match any sample shown; and title (s 12) — the supplier must have the right to sell the goods. For services, the guarantees include: reasonable care and skill (s 28); fitness for purpose (s 29); completion within a reasonable time (s 30); and reasonable price where no price is agreed (s 31). These guarantees apply automatically and cannot be excluded in consumer transactions. A consumer under the CGA is a person who acquires goods or services of a kind ordinarily acquired for personal, domestic, or household use or consumption.
Yes, but only in limited circumstances. Section 43 of the Consumer Guarantees Act 1993 permits parties to agree to exclude or limit the CGA guarantees, but only where: (1) the goods or services are acquired for the purposes of a business (not for personal, domestic, or household use); (2) both parties are acting in trade; (3) the contracting-out is in writing; and (4) it is fair and reasonable for the parties to be bound by the contracting-out provision. The CGA cannot be contracted out of in consumer transactions (where the buyer acquires goods or services for personal, domestic, or household use). Even in B2B transactions, a court may decline to enforce a contracting-out clause if it concludes that the clause is not fair and reasonable in the circumstances, having regard to the parties' relative bargaining power, the nature of the contract, and whether the party relying on the clause knew or ought to have known of any relevant defect.
GST at 15% applies to most taxable supplies of goods and services in New Zealand under the Goods and Services Tax Act 1985. A business must register for GST if its taxable supplies exceed or are expected to exceed NZD $60,000 in any 12-month period. Once registered, the supplier must charge GST on all taxable supplies and issue tax invoices that comply with the requirements of the GST Act 1985, showing the supplier's GST number and the GST amount. Terms and Conditions should clearly state whether prices are inclusive or exclusive of GST, as required by the Fair Trading Act 1986, which prohibits misleading pricing. Consumer-facing businesses should state prices inclusive of GST to comply with the Fair Trading Act. B2B businesses often state prices exclusive of GST, with GST payable in addition.
Under the Privacy Act 2020, any agency (including businesses) that collects, holds, uses, or discloses personal information must comply with the 13 Information Privacy Principles (IPPs). The IPPs govern the purpose and method of collection, the storage and security of personal information, individuals' access and correction rights, accuracy and retention, and limits on use and disclosure. The Privacy Act 2020 introduced mandatory privacy breach reporting — businesses must notify the Privacy Commissioner and affected individuals of a privacy breach that has caused or is likely to cause serious harm. New Zealand Terms and Conditions should include a privacy clause that: explains what personal information is collected and for what purpose; states that personal information will be handled in accordance with the Privacy Act 2020 and the IPPs; explains individuals' right to access and correct their personal information; and includes contact details for privacy queries and complaints.
Yes. The Disputes Tribunal is a low-cost, informal forum for resolving civil disputes in New Zealand. Under the Disputes Tribunal Act 1988, the Disputes Tribunal can hear claims of up to NZD $30,000 (or NZD $50,000 if both parties agree to its jurisdiction). The Disputes Tribunal is particularly accessible for consumer disputes, as legal representation is generally not permitted and the process is designed to be simple and inexpensive. Consumers who believe a business has failed to comply with a consumer guarantee under the Consumer Guarantees Act 1993, charged a misleading price contrary to the Fair Trading Act 1986, or breached its Terms and Conditions, may bring a claim in the Disputes Tribunal without needing to engage a lawyer. For larger claims or more complex disputes (including B2B disputes), the District Court, High Court, or other specialist tribunals may be more appropriate.
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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