Lots of New Zealand businesses don’t fit neatly into a “goods business” or a “services business” box.
Maybe you sell products online and also install them. Maybe you supply equipment and provide ongoing maintenance. Maybe you run a studio that sells physical items and runs paid sessions. In real life, goods and services are often bundled together.
That’s exactly where legal headaches can start.
This guide is updated to reflect how many businesses now operate (including modern online sales and hybrid offerings) and what that means for your contracts. The big takeaway is simple: when you sell both goods and services, you usually need contract terms that clearly cover both sides of the deal, not a one-size-fits-all template.
Why “Goods + Services” Businesses Need A Different Contract Approach
If you only sell goods, you might think a standard set of online store terms will do the job. If you only provide services, you might rely on a service agreement or standard terms and conditions.
But when your business provides both, your risks double up, because your customer relationship includes more moving parts, like:
- product specifications, stock availability, and shipping timelines
- installation dates, site access, and who is responsible for preparing the location
- change requests (which affect both the goods being supplied and the service scope)
- what happens if the goods arrive but the service can’t go ahead (or vice versa)
- how warranties apply when a product issue might actually be an installation issue (or the other way around)
When your contract doesn’t clearly address these overlaps, disputes tend to become messy quickly.
For example: a customer might complain the product is faulty, but the real issue is how it was installed. Or they might refuse to pay because the service wasn’t done by a certain date, even though delays were caused by them not providing access. If your paperwork is vague, it’s harder to resolve this efficiently (and harder to enforce your rights if it escalates).
A Quick Reality Check: Your “Offering” Is What You Promised
In a goods + services setup, customers usually buy an outcome (not just a product or a labour hour).
That means your marketing, quotes, emails, and website wording matter. If you’ve promised something like “fully installed,” “ready-to-use,” “we handle everything,” or “end-to-end,” your contract should match that promise and set clear boundaries around what’s included and what’s not.
Which NZ Laws Usually Apply When You Sell Goods And Services?
Contracts are your first line of defence, but they don’t operate in a vacuum. In New Zealand, there are core laws that shape what you can (and can’t) do in your customer terms.
Consumer Guarantees Act 1993 (CGA)
If you sell to consumers (generally individuals buying for personal/household use), the CGA will often apply to both:
- goods (for example, that products are of acceptable quality and match their description), and
- services (for example, that services are carried out with reasonable care and skill and completed within a reasonable time).
One common trap for hybrid businesses is trying to “contract out” of CGA protections in standard terms for consumer customers. In many consumer scenarios, you simply can’t.
So, instead of trying to exclude responsibilities that you can’t legally exclude, it’s often smarter to use your contract to:
- set clear process expectations (timeframes, access, approvals, change requests)
- define how issues are reported and handled (inspection, troubleshooting, return/repair process)
- clarify what is and isn’t included (to reduce misunderstandings)
Fair Trading Act 1986 (FTA)
The FTA is a big one for any business selling to the public. It’s not just about ads. It can also apply to your sales process, website claims, and the way you describe your bundle.
If you market a bundle as “installed” but there are important limits (like extra charges depending on site conditions), those limits should be stated clearly up front and reflected in your contract.
Contract And Commercial Law Act 2017 (CCLA)
The CCLA is relevant to contracts more generally, including how contractual terms are interpreted and enforced. You don’t need to know the Act inside out to run your business, but it’s helpful to understand the practical point: vague terms create risk.
Clear definitions, clear scope, and a clear process for variations usually saves time, money, and stress later.
Privacy Act 2020 (If You’re Booking, Delivering Or Installing)
Hybrid businesses often collect more personal information than they realise: delivery addresses, site photos, access codes, contact details for tenants, or notes about a property.
If you’re collecting personal info through your website, onboarding forms, or even via email and job management tools, having a fit-for-purpose Privacy Policy is a practical (and often expected) step.
What Contract Options Make Sense For “Goods + Services” Offers?
There’s no single “correct” document for every business. The right approach depends on how you sell, who you sell to, and how customised your offering is.
That said, here are common contract structures for businesses that provide both goods and services.
Option 1: One Master Agreement Covering Both Goods And Services
This is often the cleanest approach if your goods and services are tightly connected (for example, supply + installation, or supply + configuration + training).
Your agreement can include sections that deal with:
- the goods (specs, supply, delivery, risk, title, returns, warranty handling)
- the services (scope, timeline, access requirements, milestones, deliverables)
- payment (deposit, progress payments, final payment, late fees)
- variations (how changes are approved, priced, and scheduled)
- limitations and liability allocation (in a compliant, practical way)
If you’re doing ongoing work (like support or maintenance), you might structure it as a master agreement with schedules for each project or job. That’s where a Master Services Agreement style structure can be useful, even if you’re also supplying goods.
Option 2: Service Agreement + Separate Sale Terms For Goods
This can work well if you sell goods in different contexts:
- sometimes customers buy the product only, and
- sometimes customers buy the product plus your services.
In that case, you might have:
- a service agreement (or project agreement) that covers installation or professional services, and
- sale terms (often online store terms or B2B terms) that cover the goods supply.
The important part is making sure these documents don’t contradict each other. If your “goods terms” say delivery is the end of your responsibility, but your service agreement assumes you’ll handle defects discovered during installation, you’ll end up with confusion at the exact moment you need clarity.
For many businesses, a tailored Goods & Services Agreement gives you a single framework that reflects the reality of a bundled offering.
Option 3: Quote + Terms And Conditions (But Done Properly)
Some businesses operate using quotes or proposals, with a set of standard terms attached (or linked).
This approach can be perfectly workable, but only if:
- your quote clearly describes what the customer is buying (goods, services, and assumptions), and
- your terms are written to match your process (lead times, variations, payment triggers, handling delays).
A common issue is using a quote that looks like a services-only document (labour, timeframe, deliverables), while the reality is you’re also supplying significant materials or products. If the goods side isn’t properly covered, you can end up absorbing unexpected costs (like re-supply, freight, or disposal) or arguing about who carries the risk of damage during delivery.
If your business is scaling, it’s often worth consolidating this into a proper Service Agreement format (or a combined goods/services contract) that’s consistent across all jobs.
Key Clauses To Include When You Sell Both Goods And Services
If you’re not sure whether your current contract is “doing the job,” it can help to sanity-check whether it covers the core hybrid risks.
Below are common clauses that matter for goods + services businesses (and why they’re important).
1) Clear Scope Of Work (And What’s Excluded)
This is where you prevent “But I thought that was included” disputes.
Your scope should cover both sides:
- goods: model/specs, quantities, colours/finishes, what happens if supplier stock changes
- services: what you’ll do, what you won’t do, and what the customer must do
It’s also smart to list assumptions, like “client provides clear access,” “existing wiring is compliant,” or “site is weatherproof.” If those assumptions turn out to be wrong, you’ll want a pathway to charge extra and adjust the timeline.
2) Timing, Delays, And Customer Responsibilities
When goods and services are linked, one delay can create a domino effect.
Your contract should deal with issues like:
- what happens if the customer isn’t ready for delivery
- what happens if access isn’t available for installation
- how re-scheduling works (and whether extra fees apply)
- who pays storage fees or re-delivery costs
This isn’t about being harsh. It’s about being clear so you can run your operations smoothly and avoid absorbing costs that you didn’t price into the job.
3) Variations (Changes To Goods Or Services)
Variations are one of the biggest conflict points in hybrid jobs.
Even a “small” change can impact:
- materials required
- lead times
- labour hours
- third-party contractor costs
- compliance steps or approvals
A strong variation clause sets out the process: the change must be requested in writing, priced, accepted, and then scheduled.
4) Payment Terms That Match Your Cost Exposure
Hybrid businesses often have upfront costs (ordering stock, booking contractors, freight) before you’re “finished” with the job.
Consider whether your contract should include:
- a deposit before ordering goods
- progress payments (especially where goods arrive before the service is completed)
- payment triggers (e.g. on delivery of goods, on completion of installation, on sign-off)
- late payment interest and recovery costs (where appropriate)
If you’re relying on cashflow, getting this right isn’t just legal housekeeping. It’s business survival.
5) Title, Risk, Delivery And Installation Handover
When does the customer “own” the goods? When does the risk of loss or damage pass? What happens if they ask you to leave goods onsite before installation?
These questions are especially important when:
- goods are delivered ahead of your services
- goods are stored at the customer’s site
- multiple parties have access to the site
Your contract should set out how delivery and acceptance works, and what your responsibilities are (and aren’t) once goods are delivered.
6) Warranties, Defects, And “Is It The Product Or The Install?” Problems
This is where hybrid disputes often get stuck.
It helps to have a clear process for:
- reporting defects (timeframes, evidence like photos, not using the product after identifying an issue)
- inspection and troubleshooting
- manufacturer warranty claims
- what happens if the fault is caused by misuse, third-party interference, or site conditions
You should also be careful about promising “lifetime” or “no questions asked” warranties in marketing unless your contract and operational ability truly back that up.
7) Liability Allocation And Limits (Done Carefully)
Limiting liability can be helpful, but it needs to be done properly and lawfully. You can’t just paste in a broad “we’re not liable for anything” clause and hope it sticks.
For example, if you’re supplying to consumers, there are rules around what can and can’t be excluded. For B2B customers, there may be more flexibility, but you still need to draft terms in a way that’s clear, fair, and consistent with the relationship.
This is one of those areas where it’s worth getting tailored advice, because the “right” clause depends heavily on your exact offering and customer base.
Common Mistakes We See (And How You Can Avoid Them)
Most contract problems aren’t caused by bad intentions. They come from businesses growing quickly, adding new revenue streams, and not updating paperwork to match the new reality.
Here are common mistakes goods + services businesses make.
Using Online Store Terms For Installation Jobs
Online shop terms are usually written for product-only sales: order, pay, ship, done.
If your business also installs, you need additional clauses for site access, scheduling, variations, and acceptance of the service deliverables. Otherwise, you’ll be trying to manage complex projects with terms designed for courier deliveries.
Relying On A Quote That Doesn’t “Pull In” Your Terms
Even good terms don’t help much if the customer never actually agreed to them.
You’ll want a clear process where your quote (or booking) makes it obvious that the work is subject to your terms, and the customer accepts them. The mechanics matter.
Not Clarifying Who You’re Contracting With
If you’re dealing with a business customer, make sure your documents identify the correct legal entity (not just a trading name), and the right person signs.
This becomes especially important if payment issues arise and you need to enforce the agreement.
Not Updating Terms When You Add New Services
Imagine you start by selling equipment. Then you add installation. Then you add maintenance. Then you add remote monitoring.
If your contract hasn’t evolved with your offering, you may have gaps around:
- ongoing service levels
- response times
- subscription billing
- data handling and privacy
At that point, you might need a service-level structure (and sometimes a more detailed set of online terms, depending on the business model).
Hiring Contractors Without Proper Documentation
Many hybrid businesses use subcontractors for installation, delivery, or specialised work.
If you’re engaging independent workers, a proper Contractor Agreement (and the right classification practices) helps you manage quality, IP ownership, confidentiality, and liability.
And if you hire employees instead, make sure you’re using an Employment Contract that matches the role and your compliance obligations.
Key Takeaways
- If your business sells both goods and services, you’ll usually need contract terms that deal with the overlap (delivery, installation, variations, timing, and warranties), not just one side of the transaction.
- New Zealand consumer and advertising laws, including the Consumer Guarantees Act 1993 and Fair Trading Act 1986, can apply to both the goods you supply and the services you perform.
- A combined agreement (or a properly integrated set of documents) should clearly set out scope, customer responsibilities, delays, payment triggers, and how changes are handled.
- Hybrid disputes often come down to “product vs install” issues, so your contract should include a practical process for reporting defects, troubleshooting, and warranty handling.
- Don’t rely on generic templates or mismatched online store terms for complex service delivery - getting your contracts tailored to your actual business model protects you from day one.
- If you use contractors or hire staff to deliver the service side, make sure your contractor or employment paperwork is consistent with how you operate and allocate risk.
If you’d like help putting the right contract in place for your goods + services business, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.
