Do I Need An Affiliate Marketing Contract In NZ?

Yes, if you're paying people commission to promote your products or services, you should have a written affiliate marketing contract in place.

The more nuanced answer is that your contract doesn't need to be long or complicated, but it does need to be clear. Affiliate marketing can feel informal, especially when you're working with creators, bloggers, influencers or loyal customers. But once money, brand use and public claims are involved, small misunderstandings can turn into awkward disputes quickly.

A good affiliate marketing contract in NZ should do more than say, "please disclose your links". It should explain how commissions are earned, when they're paid, what affiliates can and can't say about your brand, and how either side can end the arrangement.

Do You Really Need An Affiliate Agreement In NZ?

Yes, you usually need an affiliate agreement if someone is promoting your business in exchange for commission, free products, discounts or another benefit.

New Zealand law doesn't say every affiliate programme must have a signed contract. But if you're relying on affiliates to bring in sales, a written agreement is what makes the arrangement workable. It gives you clear affiliate program terms to point to if there's confusion about a sale, a refund, a misleading post or an unpaid commission.

Without one, you may struggle to answer practical questions like:

• Does the affiliate get paid if the customer returns the product?
• What happens if two affiliates claim the same customer?
• Can the affiliate bid on your brand name in Google Ads?
• Can they use your logo, product photos or discount codes?
• Can you remove an affiliate who posts misleading content?
• How much notice do you need to give before changing commission rates?

Say Hana runs an online skincare store in Wellington. She gives three creators a 10% commission code. One creator posts a before-and-after claim that Hana wouldn't have approved, and another creator says they should still be paid for sales refunded a week later. If Hana only agreed by DM, it's much harder to fix. If she has affiliate terms, she can point to the content approval rules, refund rules and termination process.

That's the real value of an affiliate agreement in NZ. It's not just legal protection. It's a set of operating rules for a channel you want to grow.

What Should An Affiliate Marketing Contract Cover?

An affiliate marketing contract should cover the commercial deal, the marketing rules, the legal compliance points and the exit process.

You don't need to over-engineer it, but you do need enough detail so both sides know how the programme works. Templates can be a useful starting point, but they often miss the parts that matter most to your particular business, such as your sales funnel, tracking setup, refund policy or brand approval process. A lawyer should tailor the document before you use it.

Affiliate Agreement Outline

1. Parties: Name your business, NZBN if relevant, and the affiliate or creator who is joining the programme.
2. Appointment: Say whether the affiliate is approved to promote all products or only specific products, campaigns or regions.
3. Commission Structure: Set out the rate, qualifying sales, exclusions, refunds, chargebacks and when commissions are paid.
4. Tracking And Attribution: Explain how affiliate links, codes, cookies or platform reports decide who gets credit for a sale.
5. Marketing Rules: Cover disclosure, claims, prohibited content, spam, paid ads, email marketing and social media conduct.
6. Brand Use: Give a limited licence to use approved logos, images, product descriptions and trade marks.
7. Content Approvals: Say when approval is needed before a post, ad, video or landing page goes live.
8. Privacy And Data: Set out what customer data, if any, the affiliate can access or collect, and how Privacy Act 2020 obligations are handled.
9. Term And Termination: Explain how either side can end the arrangement and what happens to pending commissions.
10. Liability And Indemnities: Allocate responsibility if an affiliate's content breaches the agreement or causes a complaint.

If you're running a simple referral programme, your commission agreement may be short. If you're working with influencers, agencies or high-volume affiliates, you'll usually want more detailed terms.

How Should You Structure Affiliate Commissions?

You should structure commissions so it's very clear when a sale counts, when it doesn't count and when the affiliate gets paid.

This is where many affiliate disputes start. The affiliate thinks they earned a commission as soon as someone clicks a link. Your business may only want to pay once the customer has paid, the order has been shipped and the return period has passed. Neither position is wrong, but your contract needs to say which rule applies.

Your commission clause should usually cover:

• Commission rate: For example, 10% of the sale price excluding shipping, discounts and GST.
• Eligible sales: For example, first-time customers only, or all valid purchases made through the approved link or code.
• Cookie period: For example, a customer must buy within 30 days of clicking the affiliate link.
• Attribution: For example, last-click attribution if more than one affiliate is involved.
• Refunds and cancellations: Whether commissions are reversed if a customer returns the product or disputes the payment.
• Payment timing: For example, commissions are calculated monthly and paid 14 days after the end of the month.
• Minimum payout: Whether you only pay once commissions reach a set amount.

Worked Example

Mike runs an ecommerce store selling coffee equipment. His affiliate terms say creators earn 8% commission on completed sales, excluding shipping. A customer buys a $250 grinder using an affiliate link, plus $15 shipping. The affiliate earns 8% of $250, which is $20.

If the customer returns the grinder within Mike's 14-day return window, the commission is cancelled. If the customer keeps it, Mike pays the $20 in the next monthly payment run. That simple formula avoids a lot of back-and-forth.

If GST may affect your payments, invoices or reporting, speak with your accountant. Your legal terms and accounting process should line up.

What Are The Legal Requirements For Affiliate Links In NZ?

Affiliate links in NZ need to be presented honestly, clearly and in a way that doesn't mislead customers.

The Fair Trading Act 1986 is the key law to keep in mind. It prohibits misleading and deceptive conduct, false representations and unfair trading practices. If an affiliate promotes your product without making the commercial relationship clear, or makes claims you can't back up, your business can be pulled into the problem.

Your affiliate terms should require affiliates to disclose when they receive a benefit. That disclosure should be obvious to the audience, not hidden in a long caption or buried behind vague wording. Phrases like "affiliate link", "paid partnership", "I may earn a commission" or similar wording can work, depending on the platform and context.

You should also give affiliates clear rules about product claims. For example, they shouldn't say a supplement "cures anxiety", a skincare product "guarantees clear skin" or a course "will double your income" unless those claims are accurate, substantiated and legally safe.

Other legal issues can also come up:

• Consumer Guarantees Act 1993: Your terms of sale still need to reflect consumer guarantees when customers buy through affiliate links.
• Privacy Act 2020: If affiliates collect customer details or run lead forms for you, you need clear privacy rules.
• Unsolicited Electronic Messages Act 2007: Affiliates shouldn't send marketing emails or texts without the right consent and unsubscribe process.
• Advertising Standards Authority Codes: These can be relevant to influencer content, testimonials, social posts and advertising claims.

Your contract won't replace your compliance obligations, but it gives you a practical way to set expectations and step in if an affiliate goes off-script.

Can An Affiliate Use Your Brand, Content And Trade Marks?

Yes, an affiliate can use your brand, content and trade marks if you give them permission, but that permission should be limited and controlled.

Your brand assets are valuable. This includes your logo, trade mark, product photos, packaging images, videos, slogans, discount codes, landing page copy and even the tone of your messaging. If you let affiliates use them without rules, your brand can quickly become inconsistent or, worse, misleading.

Your affiliate agreement should include a limited brand licence. This means the affiliate can use approved materials only for promoting your products under the programme. They shouldn't be able to claim ownership, alter your logo, create fake accounts that look like your official pages or keep using your brand after the arrangement ends.

If you've registered a trade mark with IPONZ, say so in your internal brand guide and make sure affiliates know they can't use it outside the licence you give them. If you haven't registered your main brand name or logo yet, it may be worth considering. Registration can make it easier to stop misuse later.

Brand Use Rules To Include

• Use only approved logos, images, videos and product descriptions.
• Don't edit brand assets without written approval.
• Don't register social handles, domain names or ad accounts using your brand name.
• Don't bid on your business name or trade marks in search ads unless you allow it.
• Don't suggest the affiliate is your employee, agent or official spokesperson.
• Remove your brand materials promptly when the agreement ends.

For influencer affiliate terms, you may also want an influencer agreement style approval process for posts, stories, reels, scripts and captions. This doesn't need to slow everything down. Even a simple rule like "submit claims and discount messaging for approval before posting" can save you from bigger issues later.

What If Your Affiliate Is An Influencer Or Contractor?

If your affiliate is an influencer or contractor, you still need clear terms, and you should be careful not to treat them like an employee unless that's the relationship you intend.

Most affiliates are independent contractors. They're promoting your business through their own channels, usually with flexibility around when and how they post. But if you start controlling their hours, requiring ongoing personal work, giving detailed day-to-day directions and making them work only for you, the relationship can become more complicated.

The Employment Relations Act 2000 matters here. From 2026, changes introduced through the Employment Relations Amendment Act 2026 include a contractor gateway test that can affect whether a person is treated as a contractor or employee. The details can be fact-specific, but the theme is simple: your written agreement should match how the relationship actually works in practice.

For affiliate and influencer arrangements, your contract should usually say:

• The affiliate is an independent contractor, not your employee.
• They control how they create content, subject to your brand and legal requirements.
• They can work with other brands, unless you agree a specific exclusivity period.
• They're responsible for their own equipment, business costs and tax obligations.
• They don't have authority to bind your business or make promises on your behalf.

If you want exclusivity, be precise. For example, "no paid promotions for competing protein powder brands for 30 days after each sponsored post" is clearer than "don't work with competitors". Broad restrictions can be hard to manage and may put creators off joining your programme.

If the creator is also being paid a fixed fee under a UGC creator agreement to create content, not just commission, you may need an influencer agreement or content creation agreement alongside your affiliate terms.

How Do You End Or Change An Affiliate Programme?

You can end or change an affiliate programme if your terms allow it, but you should explain the process clearly from the start.

Affiliate programmes change. You might adjust commission rates, retire a product line, change platforms, pause a campaign or remove an affiliate who isn't following your rules. If your contract is silent, these changes can feel unfair to affiliates and messy for your business.

Your termination clause should cover termination for convenience and termination for cause. Termination for convenience means either side can end the arrangement on notice, for example 14 or 30 days. Termination for cause means you can end it immediately if the affiliate breaches key rules, such as making misleading claims, using spam tactics, misusing your trade marks or committing fraud.

You should also say what happens after termination:

• Whether the affiliate earns commission on sales made before the end date.
• Whether pending commissions are held until refund periods expire.
• When affiliate links, codes and dashboard access are switched off.
• How quickly the affiliate must remove your brand assets and outdated offers.
• Whether confidentiality and brand misuse rules continue after termination.

If Something Goes Wrong

If an affiliate posts something risky or misleading, act in order. First, take screenshots and save links, dates, messages and any customer complaints. Next, ask the affiliate to remove or correct the content. Then check your contract to see whether you can pause links, withhold affected commissions or terminate.

If the issue involves a serious legal risk, such as a misleading health claim, privacy breach or misuse of your trade mark, get tailored advice before you respond publicly. A calm, documented response is usually better than a rushed argument in the comments section.

Key Takeaways

• If you're paying commission, giving free products or offering another benefit for promotion, you should have written affiliate terms.
• Your agreement should cover commissions, tracking, refunds, brand use, content approvals, legal disclosures and termination.
• Affiliate links need clear disclosure and truthful claims under the Fair Trading Act 1986.
• Give affiliates only a limited licence to use your logo, content and trade marks, and set clear rules around paid ads and social accounts.
• If an affiliate is also an influencer or contractor, make sure your agreement matches how the relationship works in practice.
• Clear terms help you grow your programme without constant disputes about sales, commissions or what affiliates can say online.

If you'd like help with your affiliate programme terms, influencer affiliate terms, commission rules and brand use licences, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.