Standard Terms and Conditions for NZ Businesses: What to Include

If you’re running a business, chances are you make deals every day - with customers, clients, suppliers, contractors, and partners.

Sometimes those deals are small (a one-off sale), and sometimes they’re major (a long-term supply arrangement). Either way, when things go wrong, the first question is usually: “What did we agree to?”

That’s where standard terms and conditions come in. Done properly, they help you get paid, manage expectations, limit disputes, and protect your business from avoidable risk.

This article is general information only and doesn’t constitute legal advice. For advice tailored to your situation, it’s best to speak with a lawyer.

In this guide, we’ll break down what standard terms and conditions are, when you should use them, what to include for NZ businesses, and common mistakes to avoid.

What Are Standard Terms And Conditions (And Why Do They Matter)?

Standard terms and conditions (often called “T&Cs” or “terms of trade”) are the pre-written rules you use across multiple transactions. Instead of negotiating from scratch every time, you set the baseline rules once and apply them consistently.

They’re commonly used by businesses that:

• sell products online or in-store
• provide services to customers or clients
• quote and invoice regularly
• offer subscriptions, memberships, or packages
• engage suppliers or subcontractors

From a practical point of view, good standard terms and conditions can help you:

• set clear expectations about what you will (and won’t) provide
• reduce payment risk by defining due dates, interest, and recovery costs
• control scope creep by explaining what happens when the customer changes their mind or requests extras
• limit legal exposure by allocating risk and managing liability (where the law allows)
• avoid “he said / she said” disputes by documenting the important stuff upfront

And if you ever need to enforce your rights (for example, chasing unpaid invoices), having properly accepted terms can put you in a far stronger position.

When Should You Use Standard Terms And Conditions?

You don’t need a 20-page contract for every transaction - but you do need a reliable system for setting the rules of engagement.

Standard terms and conditions are especially useful when:

• You deal with lots of customers and it’s not realistic to negotiate each deal
• You have repeat sales (trade accounts, wholesale customers, ongoing service clients)
• Your business has operational risk (deliveries, timeframes, third-party suppliers, access to premises, safety issues)
• You operate online and customers “click to buy” without talking to you
• You’ve been burned before by late payment, cancellations, chargebacks, or disputes about what was included

It’s also common to pair standard terms with other documents, depending on how your business works. For example:

• Service businesses often use a Service Agreement for bigger projects, with standard terms covering the general legal settings.
• Ecommerce businesses may use Website Terms And Conditions plus a shipping policy and returns policy.
• B2B businesses might use a credit application that binds customers to your terms of trade.

The key is making sure your “standard” terms actually match your real-world process - not what you wish your process was.

What Should Standard Terms And Conditions Include For NZ Businesses?

There’s no one-size-fits-all set of standard terms and conditions. A tradie business, online retailer, and SaaS platform will all need different protections.

That said, most NZ businesses will want to consider including the following core sections.

1) The Basics: Who, What, And How

Your terms should clearly identify:

• who the supplier is (your legal business name, NZBN/company number if relevant)
• who the customer is (and whether they’re buying as a consumer or business)
• what goods/services are covered (and how specific details are set out, e.g. via quote, proposal, booking, or invoice)
• when the terms apply (e.g. to all quotes, orders, and invoices unless otherwise agreed in writing)

This sounds simple, but it’s crucial - many disputes come down to whether the terms applied at all.

2) Quotes, Estimates, And Changes To Scope

If you provide quotes or estimates, you’ll want clarity on issues like:

• how long a quote is valid for
• whether the quote is fixed price or an estimate (and what may cause it to change)
• how variations are requested, priced, and approved
• what happens if the customer delays the job or changes timelines

This is one of the best ways to reduce “scope creep” and make sure you’re paid for additional work.

3) Pricing, Invoicing, And Payment Terms

This section should set expectations about money - without leaving gaps.

Common inclusions are:

• pricing (including whether prices include GST)
• deposit requirements
• when invoices are issued (upfront, milestones, completion, recurring)
• payment due dates
• accepted payment methods
• interest on overdue amounts (where appropriate)
• debt recovery costs (for example, reasonable collection and legal costs)

If you do B2B trade accounts, you may also need a credit process and the ability to suspend supply if accounts fall overdue.

4) Delivery, Risk, And Title (For Product-Based Businesses)

If you sell physical goods, your standard terms and conditions should cover what happens between “order placed” and “goods in the customer’s hands”.

Examples include:

• delivery timeframes (and that timeframes are estimates unless guaranteed)
• who is responsible for delivery costs
• what happens if the customer isn’t available to receive delivery
• when risk passes (e.g. on delivery, on dispatch, on collection)
• whether you retain title until payment is made in full (often called “retention of title”)

This can be especially important if you’re supplying goods on credit, or if you’re dealing with high-value products.

5) Returns, Refunds, And Consumer Law (Getting This Right Matters)

In New Zealand, you can’t “contract out” of certain consumer protections just by writing something in your terms.

If you sell to consumers, your terms need to align with:

• Consumer Guarantees Act 1993 (CGA) - which provides automatic guarantees (like acceptable quality and fitness for purpose)
• Fair Trading Act 1986 - which prohibits misleading or deceptive conduct and false representations

This means you should be careful with blanket statements like “no refunds” or “all sales are final” - they can be unlawful (and can create customer complaints you really don’t need).

Instead, your terms should explain:

• how customers can raise issues
• how you handle faulty items
• timeframes for notifying you
• when returns are accepted for change-of-mind (if you offer that - it’s optional, not mandatory)

If you mostly sell B2B, you may be able to contract out of the CGA in limited circumstances, but only where the customer is acquiring the goods or services for business purposes and the contracting-out wording is properly included in writing. It’s also important to note you can’t contract out of the Fair Trading Act’s core prohibitions (for example, misleading or deceptive conduct). This is a good moment to get tailored legal advice rather than guessing.

6) Liability, Indemnities, And “Limiting Your Risk”

Most business owners want the same thing here: if something goes wrong, you don’t want your business to wear unlimited liability.

Standard terms and conditions often include:

• limits on the types of loss you’re responsible for (for example, excluding indirect or consequential loss)
• caps on liability (for example, capped to the fees paid)
• customer responsibilities (for example, providing accurate information, safe access to a site, or suitable working conditions)
• indemnities (where one party agrees to cover losses caused by their actions)

Two important cautions:

• Not all liability limits are enforceable in all contexts (especially with consumers), and even in B2B they need to be reasonable and clearly brought to the other party’s attention.
• If your business has higher-risk activities, liability clauses need to be drafted carefully - vague wording can be worse than none at all.

If you’re not sure what’s reasonable for your industry, it’s worth getting advice before relying on a template.

7) Cancellations, Rescheduling, And Late Changes

Cancellations are a common pain point for service businesses, appointments, events, and bookings.

Your standard terms and conditions can set out:

• how much notice is required to cancel or reschedule
• cancellation fees (and when they apply)
• what happens to deposits
• your right to reschedule due to genuine operational issues (e.g. staff illness, supply delays)

This helps you protect your time and cashflow, while still being fair and transparent with customers.

8) Intellectual Property (IP) And Ownership

If you create things as part of your work - designs, content, software, photos, brand assets, strategies, training materials - you should clarify who owns what.

Your terms might cover:

• what “pre-existing IP” you keep owning
• what the customer receives (an assignment vs a licence to use)
• restrictions on reuse, resale, or sharing your materials

This is especially relevant for creatives, agencies, consultants, and software providers.

9) Privacy And Handling Customer Data

If you collect personal information (like names, emails, delivery addresses, payment details, or health information), you need to think about privacy compliance under the Privacy Act 2020.

Standard terms and conditions often work alongside a separate Privacy Policy, particularly for online businesses.

At a minimum, make sure you’re clear about:

• what information you collect and why
• who you share it with (e.g. couriers, payment processors, software tools)
• how you keep it secure
• how customers can request access or correction

Privacy is one of those areas where getting it right early saves a lot of stress later - especially if you grow quickly.

10) Dispute Resolution And Governing Law

No one starts a business expecting disputes. But when they happen, it helps to have a roadmap.

Many standard terms and conditions include:

• a process for raising disputes (e.g. written notice, timeframe to respond)
• an obligation to try to resolve issues in good faith
• mediation before court (where appropriate)
• NZ governing law and jurisdiction (so you’re not dragged into overseas forums unnecessarily)

This won’t prevent all disputes, but it can make them easier (and cheaper) to manage.

How Do You Make Sure Your Standard Terms And Conditions Are Actually Enforceable?

Having standard terms and conditions is only half the job. The other half is making sure your customer or client is actually bound by them.

In practice, enforceability often comes down to two things:

• Visibility: were the terms clearly brought to the other party’s attention before the deal was made?
• Acceptance: did they accept the terms (expressly or by conduct) in a way that’s legally meaningful?

Here are some common (and practical) ways NZ businesses do this:

For Quotes And Invoices

• Include your terms on the back of the quote/invoice, or attach them as a PDF.
• Add a clear statement like: “This quote is provided on our standard terms and conditions.”
• Where possible, get written acceptance of the quote (including the terms) before starting work.

For Online Sales

• Use a checkbox at checkout requiring customers to agree to the terms.
• Make sure the link to terms is obvious and accessible.
• Keep records (order confirmations, timestamps, version of terms accepted).

For Ongoing B2B Relationships

• Use a credit application process that incorporates the terms of trade.
• Re-issue terms when they’re updated, and keep evidence they were provided.

If your customer can reasonably argue they never saw your terms until after the deal was done, you may struggle to rely on them when it counts.

Common Mistakes Businesses Make With Standard Terms And Conditions

Most business owners don’t ignore legal protection on purpose - they’re just busy, and the paperwork is easy to push down the list.

Here are a few common traps we see (and how to avoid them).

Using A Generic Template That Doesn’t Match Your Business

Templates can be a starting point, but they often don’t reflect:

• how you actually deliver goods/services
• your real payment process
• your operational risks
• what NZ law does (and doesn’t) allow you to include

If your terms don’t match reality, they can create confusion rather than clarity.

Overreaching Clauses That Aren’t Enforceable

Some terms look strong but won’t hold up - especially where consumer rights apply, or where the wording is too broad.

It’s usually better to have well-drafted, reasonable protections than aggressive clauses that create legal (and reputational) risk.

Not Updating Terms As Your Business Changes

Your business might start with simple one-off jobs, then move into subscriptions, online sales, higher-value projects, or staff expansion.

When you change how you operate, it’s smart to review your documents too. The terms you used “back when you started” might not suit where you’re heading.

Relying On Terms Alone (When You Actually Need A Contract)

Standard terms and conditions are great for repeat, low-to-medium complexity deals. But for bigger projects or higher-risk work, you may need a more tailored agreement that addresses the specific deal.

For example:

• If you’re hiring staff, an Employment Contract is usually essential (and it’s not the same as customer T&Cs).
• If you’re signing a major services project, a detailed scope and service agreement can prevent misunderstandings.

Think of standard terms as the “default rulebook” - and contracts as the “custom rulebook” for special situations.

Key Takeaways

• Standard terms and conditions help you set consistent rules across your sales and service transactions, so you’re protected from day one.
• Your terms should be tailored to your business model, including payment terms, delivery/service obligations, cancellations, liability settings, and dispute processes.
• If you sell to consumers, your terms must align with NZ consumer law, including the Consumer Guarantees Act 1993 and Fair Trading Act 1986.
• It’s not enough to simply have T&Cs - you also need a clear process for customers to see and accept them before the deal is formed.
• Generic templates can create gaps or unenforceable clauses, so it’s worth getting your standard terms and conditions properly drafted for your business.
• Standard terms often work best alongside other key documents like a Privacy Policy and Website Terms And Conditions, depending on how you sell.

If you’d like help drafting or reviewing your standard terms and conditions, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.