Marketing Agreement (New Zealand)
Contract and Commercial Law Act 2017 / Fair Trading Act 1986
This Marketing Agreement (the “Agreement”) is made on [Agreement Date] between:
[Client Name] (NZBN [Client NZBN]), of [Client Address], [Client City] [Client Postcode] (the “Client”); and
[Agency Name] (NZBN [Agency NZBN]), of [Agency Address], [Agency City] [Agency Postcode] (the “Agency”).
The Client and the Agency are referred to collectively as the “Parties”.
BACKGROUND
A. The Client wishes to engage the Agency to provide marketing services as described in this Agreement.
B. The Agency has agreed to provide those services on the terms and conditions set out in this Agreement.
C. The Parties intend this Agreement to comply with the Contract and Commercial Law Act 2017 (CCLA) and the Fair Trading Act 1986 (FTA).
NOW, THEREFORE, the Parties agree as follows:
1. MARKETING SERVICES
1.1 The Agency agrees to provide the following marketing services to the Client (the “Services”):
[Services Description]
1.2 Marketing channels covered by this Agreement include: [Marketing Channels].
1.3 The Agency will perform the Services with reasonable care and skill, in a professional manner, and in accordance with all applicable New Zealand laws, including the Fair Trading Act 1986 (FTA) and the Privacy Act 2020.
1.4 Any variations to the scope of Services must be agreed in writing by both Parties before the varied work is commenced.
1.5 The Agency does not guarantee specific marketing outcomes (including traffic volumes, lead generation rates, conversion rates, or sales) unless expressly stated in a performance-based fee arrangement. Marketing results depend on factors including market conditions, budget, competition, and the quality of the Client’s products and services.
2. TERM
2.1 This Agreement commences on [Commencement Date] and continues for an initial commitment period of [Initial Term] month(s) (the “Initial Term”).
2.2 After the Initial Term, this Agreement continues on a rolling basis until terminated by either Party giving [Notice Period] days’ written notice.
2.3 During the Initial Term, neither Party may terminate for convenience except in the event of the other Party’s material breach. The Initial Term reflects the Agency’s investment in onboarding, strategy development, and campaign setup.
3. FEES AND PAYMENT
3.1 In consideration of the Services, the Client shall pay the Agency NZD $[Fee Amount] per month as [Fee Structure] ([GST Treatment]).
3.2 In addition to the management fee, the Client shall provide and maintain a monthly advertising budget of NZD $[Advertising Budget] to fund paid media campaigns (including Google Ads, Meta Ads, and other platforms). The advertising budget is separate from the Agency’s management fee and will be invoiced or charged directly to the Client’s advertising accounts.
3.3 The Agency will issue tax invoices monthly, in advance or in arrears as agreed. If the Agency is registered for GST under the Goods and Services Tax Act 1985, each tax invoice will comply with the requirements of that Act and will include the Agency’s GST registration number and the amount of GST charged.
3.4 The Client must pay each invoice within [Payment Terms] days of the date of invoice. Payment is to be made by electronic funds transfer to the bank account nominated by the Agency.
3.5 If the Client fails to pay any invoice by the due date, the Agency may: (a) charge interest on the overdue amount at the rate of 10% per annum, calculated daily; and (b) pause or suspend campaign management upon 5 days’ written notice, and such suspension will not constitute a breach of this Agreement.
3.6 The Agency will not commit the Client to any advertising spend above the agreed monthly advertising budget without the Client’s prior written approval.
4. FAIR TRADING ACT 1986
4.1 All marketing communications, advertising, and promotional materials prepared by the Agency under this Agreement must comply with the Fair Trading Act 1986 (FTA). The FTA prohibits conduct that is misleading or deceptive in trade, false representations, unsubstantiated claims, and bait advertising.
4.2 Responsibility for FTA compliance of marketing content rests with [FTA Responsibility].
4.3 The Agency must promptly notify the Client if the Agency considers that any proposed marketing content may breach the FTA or any other applicable law.
4.4 The Client warrants that all claims, representations, and information provided by the Client for inclusion in marketing materials are accurate, not misleading, and supported by adequate substantiation.
4.5 The Client indemnifies the Agency against any claim, penalty, or loss arising from the Agency’s use of content, claims, or representations provided by the Client that breach the FTA or any other applicable law.
4.6 Each Party acknowledges its obligations under the FTA and warrants that it has not engaged in, and will not engage in, any misleading or deceptive conduct in trade in connection with this Agreement.
5. REPORTING AND PERFORMANCE
5.1 The Agency will provide the Client with [Reporting Frequency] performance reports covering the agreed key performance indicators (KPIs):
[KPIs]
5.2 The Agency will provide the Client with access to relevant analytics platforms and advertising dashboards on request.
5.3 The Parties will hold a review meeting [Reporting Frequency] to discuss performance, strategy, and any changes to the Services.
6. INTELLECTUAL PROPERTY
6.1 All intellectual property rights in any marketing materials, creative work, copy, designs, campaign assets, and content created by the Agency specifically for the Client under this Agreement (“Campaign Materials”) are [IP Ownership].
6.2 Under the Copyright Act 1994, copyright in works created by an independent contractor (including an agency) vests in the author (the Agency) unless there is a written agreement to the contrary. A written assignment of copyright in Campaign Materials takes effect upon full payment of all fees due under this Agreement.
6.3 The Agency retains all intellectual property rights in its pre-existing materials, methodologies, tools, templates, proprietary processes, and know-how (“Background IP”). The Agency grants the Client a non-exclusive, royalty-free licence to use any Background IP incorporated in the Campaign Materials solely to the extent necessary to use the Campaign Materials for the agreed marketing purposes.
6.4 The Client grants the Agency a non-exclusive, royalty-free licence to use the Client’s trade marks, logos, brand assets, product images, and other materials provided by the Client, solely for the purpose of providing the Services under this Agreement.
6.5 The Agency warrants that the Campaign Materials will not, to the best of the Agency’s knowledge, infringe the intellectual property rights of any third party, subject to the Client’s compliance with clause 6.4 and clause 4.4.
7. CONFIDENTIALITY AND PRIVACY
7.1 Each Party must keep confidential all information disclosed by the other Party in connection with this Agreement that is identified as confidential or that a reasonable person would consider confidential (“Confidential Information”). This obligation does not apply to information that is publicly known, already known to the recipient, or required to be disclosed by law.
7.2 The Agency must handle any personal information collected or processed in the course of providing the Services in accordance with the Privacy Act 2020 and the Information Privacy Principles (IPPs). The Agency must notify the Client promptly of any privacy breach that has caused, or is likely to cause, serious harm to any individual.
7.3 The Agency must comply with all applicable privacy laws and data protection regulations when collecting, using, or storing personal information in connection with marketing activities, including any applicable requirements under the Unsolicited Electronic Messages Act 2007 (UEMA) in relation to email and text message marketing campaigns.
8. TERMINATION
8.1 After the Initial Term, either Party may terminate this Agreement for convenience by giving [Notice Period] days’ written notice to the other Party.
8.2 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; (b) becomes insolvent or is unable to pay its debts as they fall due.
8.3 On termination, the Client must pay all fees for Services provided up to the effective date of termination. If the Client terminates during the Initial Term without cause, the Client must pay the Agency’s fees for the remainder of the Initial Term as liquidated damages.
8.4 On termination, the Agency will: (a) transfer access to all advertising accounts, analytics platforms, social media accounts, and campaign assets to the Client; (b) provide the Client with all Campaign Materials in a format agreed by the Parties; and (c) cooperate reasonably with the Client to transition the marketing function to a new provider.
8.5 Clauses 6 (Intellectual Property), 7 (Confidentiality and Privacy), and 9 (General Provisions) survive termination.
9. GENERAL PROVISIONS
9.1 Independent Contractor: The Agency is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement creates a relationship of employment, partnership, joint venture, or agency between the Parties.
9.2 Limitation of Liability: To the extent permitted by law, the Agency’s aggregate liability to the Client for all claims arising under or in connection with this Agreement is limited to the total management fees paid by the Client under this Agreement in the three months preceding the event giving rise to the claim. Neither Party is liable for any indirect or consequential loss, including loss of revenue, loss of profits, or loss of anticipated savings.
9.3 Dispute Resolution: In the event of a dispute, the Parties must first attempt to resolve the dispute through good-faith negotiation within 14 days of written notice. If unresolved, either Party may refer the dispute to mediation through the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ) before commencing legal proceedings.
9.4 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior representations, agreements, and understandings, whether oral or written.
9.5 Amendments: This Agreement may only be amended by a written instrument signed by both Parties.
9.6 Governing Law and Jurisdiction: This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA) and the Fair Trading Act 1986 (FTA). Each Party submits to the non-exclusive jurisdiction of the courts of New Zealand.
EXECUTED as an Agreement.
CLIENT
Full name: [Client Name]
NZBN: [Client NZBN]
Address: [Client Address], [Client City] [Client Postcode]
AGENCY
Full name: [Agency Name]
NZBN: [Agency NZBN]
Address: [Agency Address], [Agency City] [Agency Postcode]
Client
________________
Signature
Agency
________________
Signature
What Is a Marketing Agreement (New Zealand)?
A Marketing Agreement in New Zealand records the marketing to be provided, the fees, the service standards, and each party's obligations between the provider and the client under the Companies Act 1993.
Marketing agreements are used for a wide range of marketing services, including digital marketing (SEO, Google Ads, Meta advertising, email marketing), social media management, content marketing, public relations and media relations, brand strategy, marketing consulting, and full-service marketing retainers. In New Zealand, the marketing industry is regulated primarily by the Fair Trading Act 1986, the Privacy Act 2020, and the Unsolicited Electronic Messages Act 2007 (UEMA).
The Fair Trading Act 1986 (FTA) is the most critical legislation affecting marketing activities in New Zealand. The FTA prohibits misleading and deceptive conduct in trade (section 9), false representations about goods or services (section 14), unsubstantiated claims (section 12A), comparative advertising that is misleading, and bait advertising (section 17). The FTA applies to all parties involved in marketing activities — both the client (who makes claims about its products and services) and the agency (who creates and distributes marketing communications). A marketing agreement must clearly allocate responsibility for FTA compliance between the agency and the client.
The Privacy Act 2020 governs the collection, use, storage, and disclosure of personal information by marketing agencies. The Act introduced 13 Information Privacy Principles (IPPs) and mandatory privacy breach reporting obligations. Marketing agencies that collect customer data for targeted advertising, email marketing, or analytics must comply with the IPPs and confirm that personal information is handled in accordance with the consent given by individuals and the purpose for which it was collected.
The Unsolicited Electronic Messages Act 2007 (UEMA) regulates commercial email and SMS marketing in New Zealand. The UEMA requires that commercial electronic messages are sent only to recipients who have given express or inferred consent, that messages clearly identify the sender, and that every message includes a functional unsubscribe mechanism. A marketing agreement for email or SMS campaigns must address UEMA compliance obligations.
The Copyright Act 1994 governs the ownership of intellectual property in marketing materials created by the agency. Under section 21(3) of the Act, copyright in works created by an independent contractor (including a marketing agency) vests in the creator (the agency) unless there is a written agreement to the contrary. A marketing agreement must expressly address whether copyright in campaign materials is assigned to the client upon payment, or whether the agency retains copyright and grants the client a licence to use the materials.
When Do You Need a Marketing Agreement (New Zealand)?
A written Marketing Agreement is essential whenever a business or individual in New Zealand engages a marketing agency, digital marketing consultant, PR firm, media buyer, social media manager, or any other marketing professional to provide services for payment.
You should use a Marketing Agreement when a business outsources its marketing function to an external agency on a retainer basis — whether for digital marketing (SEO, paid search, social media, email), content marketing, brand strategy, or traditional advertising. A written agreement defines the scope of services, the channels covered, the fees, the performance metrics, and the obligations of each party before work begins.
A marketing agreement is particularly important where the agency manages advertising budgets on behalf of the client. Digital marketing agencies typically manage significant advertising spend on platforms such as Google Ads, Meta (Facebook and Instagram), LinkedIn, and programmatic display networks. A written agreement should clearly specify the monthly advertising budget approved by the client, what the budget covers, and what approval processes apply before the agency commits the client's funds to additional spend.
The Fair Trading Act 1986 implications make a written marketing agreement essential for any business whose marketing activities involve claims about products or services. A marketing agreement should clearly allocate responsibility for FTA compliance — determining who is responsible for confirming that marketing claims are accurate, substantiated, and not misleading. Without a clear allocation in the agreement, both the client and the agency may face enforcement action by the Commerce Commission.
Digital marketing agencies providing email or SMS marketing services on behalf of clients need a marketing agreement that addresses compliance with the Unsolicited Electronic Messages Act 2007, including consent management, unsubscribe processing, and suppression list maintenance.
Startup businesses engaging their first marketing agency should confirm they have a written marketing agreement before work commences. Common issues in the absence of a written agreement include disputes over intellectual property ownership (particularly who owns the advertising creative and campaign assets), disagreements over scope and revisions, and confusion about what happens to advertising accounts and data when the engagement ends.
Businesses that have previously engaged marketing agencies on an informal basis — with only email correspondence and invoices as the record of the arrangement — should formalise their marketing relationships with a written agreement to protect both parties and confirm clarity about performance expectations, KPIs, reporting obligations, and termination rights.
What to Include in Your Marketing Agreement (New Zealand)
A well-drafted New Zealand Marketing Agreement should include the following key provisions to provide thorough legal protection and confirm compliance with applicable New Zealand law.
Parties and NZBN — Identify each party by their full legal name and, for business entities, their New Zealand Business Number (NZBN). Companies must use their registered name (ending in Limited or Ltd). The NZBN is a 13-digit identifier issued by the New Zealand Business Register.
Scope of Services and Channels — Define the marketing services with precision. Specify the exact channels covered (e.g., Google Ads, Meta, LinkedIn, SEO, email marketing), the specific deliverables (e.g., monthly performance reports, content pieces, campaign setups), and any measurable KPIs or targets. A vague scope is the most common cause of marketing disputes.
Fees, Advertising Budget, and GST — State the agency management fee structure (monthly retainer, fixed project fee, or performance-based), the monthly advertising budget managed by the agency, whether GST at 15% is included or additional on the management fee, and the payment terms. Under the Goods and Services Tax Act 1985, a GST-registered agency must issue tax invoices showing the GST registration number and the amount of GST charged.
Fair Trading Act 1986 Compliance — The agreement must clearly address FTA compliance, including: which party is responsible for the accuracy of product and service claims in marketing materials, the approval process for marketing content, the agency's obligation to flag potential FTA compliance issues, and the client's warranty that information and claims provided to the agency are accurate and substantiated.
Privacy Act 2020 and UEMA Compliance — For campaigns involving personal data, email marketing, or SMS marketing, the agreement must require the agency to comply with the Privacy Act 2020 (IPPs and mandatory breach notification) and the Unsolicited Electronic Messages Act 2007 (consent, identification, and unsubscribe requirements).
Intellectual Property — Determine and document who will own the copyright in campaign materials created by the agency. Under the Copyright Act 1994, copyright in works created by an independent contractor vests in the agency unless there is a written assignment. The agreement should address whether copyright is assigned to the client upon full payment, or whether the agency retains copyright and grants a licence.
Initial Commitment Period and Termination — Specify an initial commitment period (typically 3–6 months), the notice period for termination after the initial term, and what happens on termination (including transfer of advertising accounts, campaign assets, and data to the client).
Governing Law — The agreement should be governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Fair Trading Act 1986, with submission to the non-exclusive jurisdiction of the New Zealand courts. The forms-legal.com Marketing Agreement (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). Marketing Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/services/marketing-agreement-new-zealand
"Marketing Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/services/marketing-agreement-new-zealand.
@misc{formslegal-marketing-agreement-new-zealand,
author = {{Forms Legal}},
title = {Marketing Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/services/marketing-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
The Fair Trading Act 1986 (FTA) is the most important piece of legislation affecting marketing activities in New Zealand. The FTA prohibits misleading and deceptive conduct in trade (section 9), false representations about goods or services (section 14), unsubstantiated claims (section 12A), and bait advertising (section 17). These prohibitions apply to both the marketing agency and the client — both parties can be held liable for marketing communications that breach the FTA. A marketing agreement should clearly allocate responsibility for FTA compliance between the parties. In practice, the client is typically responsible for the accuracy of product claims and representations about the client's own goods and services, while the marketing agency is responsible for ensuring that the creative execution and marketing channels comply with the FTA. The Commerce Commission is responsible for enforcing the FTA and can take enforcement action, issue infringement notices, and seek court orders including injunctions and civil pecuniary penalties. For digital marketing, the FTA also interacts with the Unsolicited Electronic Messages Act 2007 (UEMA), which prohibits the sending of unsolicited commercial electronic messages (spam) to New Zealand users.
Under the Copyright Act 1994, the ownership of copyright in marketing materials created by a marketing agency depends on the nature of the relationship. Where agency staff create the work as employees in the course of their employment, section 21(2) of the Act provides that the copyright belongs to the employer (the agency). Where the agency engages freelance creatives as independent contractors, section 21(3) provides that the copyright belongs to the individual creator unless there is a written agreement to the contrary. In either case, the default position is that the agency owns the copyright in the campaign materials, advertising copy, creative assets, and other work product created for the client — unless the marketing agreement expressly assigns copyright to the client. This means that without a written IP assignment clause, the client may not legally own the advertising creative, copy, or campaign assets they have paid for and cannot freely modify or reuse those materials after the engagement ends. A marketing agreement should clearly address whether copyright in Campaign Materials is assigned to the client upon full payment, or whether the agency retains copyright and grants the client a licence to use the materials for agreed purposes.
The Unsolicited Electronic Messages Act 2007 (UEMA) is the primary New Zealand legislation governing commercial email and SMS marketing. The UEMA prohibits sending unsolicited commercial electronic messages to New Zealand users and imposes three key obligations on senders: (1) Consent — commercial electronic messages may only be sent to recipients who have given express or inferred consent to receive them; (2) Identification — messages must clearly identify the sender and provide accurate sender contact information; and (3) Unsubscribe — every commercial electronic message must include a functional unsubscribe mechanism, and opt-out requests must be processed within 5 business days. The UEMA is enforced by the Department of Internal Affairs, which has the power to issue infringement notices, and by the courts, which can order civil pecuniary penalties of up to NZD $500,000 for organisations and NZD $200,000 for individuals. A marketing agreement should require the agency to comply with the UEMA for all email and SMS campaigns managed on behalf of the client, and should specify that the client is responsible for maintaining a valid consent database and an up-to-date suppression list.
Under the Privacy Act 2020, any agency (including businesses and marketing agencies) that collects, holds, uses, or discloses personal information must comply with the 13 Information Privacy Principles (IPPs). For marketing agencies, the most relevant IPPs include: IPP 1 (collect personal information for a lawful purpose), IPP 3 (collect directly from the individual where practicable), IPP 5 (store and secure personal information), IPP 6 (provide individuals with access to their own information on request), IPP 8 (ensure accuracy of personal information), IPP 10 (use personal information only for the purpose for which it was collected), and IPP 11 (disclose personal information only in limited circumstances). The Privacy Act 2020 introduced mandatory breach notification — agencies must notify the Privacy Commissioner and affected individuals of a privacy breach that has caused or is likely to cause serious harm. For digital marketing, agencies handling client customer data for targeted advertising, email marketing, or retargeting campaigns must ensure they have appropriate data processing agreements in place and that personal information is not used for any purpose beyond the agreed marketing activity. A marketing agreement should require the agency to comply with the Privacy Act 2020 and to promptly notify the client of any privacy breach.
Yes, most New Zealand marketing agency agreements include an initial commitment period (also called a minimum term or notice period), typically of 3 to 6 months. An initial commitment period is commercially justified because marketing agencies invest significant time and resources in onboarding a new client — conducting discovery sessions, developing strategy, setting up advertising accounts, building campaign infrastructure, and creating initial creative assets. These upfront costs are typically absorbed into the monthly management fee and cannot be recovered if the client terminates the engagement shortly after commencement. An initial commitment period ensures that the agency has a reasonable opportunity to deliver measurable results before the client can exit without consequence. From the client's perspective, the initial commitment period is also reasonable because most digital marketing campaigns — particularly SEO and Google Ads — require 3 to 6 months of consistent activity before meaningful results can be evaluated. After the initial term, the agreement should continue on a rolling basis with a notice period (typically 30 days) for either party to terminate for convenience.
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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