What Is A Disclaimer In New Zealand Commercial Contracts?

Note: This article provides general information only and does not constitute legal advice. For advice about your specific situation, it’s best to speak with a lawyer.

If you run a business in New Zealand, you’ve probably seen (or used) a disclaimer at some point - on a quote, at the bottom of an email, on your website, or tucked into your customer terms.

It can feel like a simple “cover yourself” statement, but disclaimers can be surprisingly technical once they start interacting with contract law and NZ consumer law.

In this guide, we’ll break down what a disclaimer is, how it works in commercial contracts, what you can (and can’t) disclaim in New Zealand, and how to use disclaimers properly so they actually help protect your business.

What Is A Disclaimer In A Commercial Contract?

A disclaimer is a statement that tries to limit, exclude, or clarify responsibility and risk.

In a commercial setting, disclaimers usually aim to do one (or more) of the following:

• Limit liability (for example, “we’re not responsible for indirect or consequential losses”)
• Set expectations (for example, “timeframes are estimates only”)
• Clarify what’s included (for example, “this quote is based on the information provided”)
• Reserve rights (for example, “we may change pricing if scope changes”)

In commercial contracts, a disclaimer isn’t just a “nice to have” line. If it’s drafted properly and forms part of the contract, it can shape what each party is responsible for - and what happens if things don’t go to plan.

That said, disclaimers aren’t magic. If a disclaimer is unclear, not properly incorporated into the contract, or conflicts with NZ law, it may not be enforceable.

Disclaimer vs Limitation Of Liability vs Exclusion Clause

You’ll often see these terms used interchangeably, but they’re not always the same.

• Disclaimer: a broad term, often used in plain English, covering statements that reduce or clarify responsibility.
• Limitation of liability clause: a contract clause that caps liability (for example, “liability is limited to the fees paid”).
• Exclusion clause: a clause that tries to exclude certain types of liability entirely (for example, “no liability for lost profits”).

In practice, many disclaimers are really a type of limitation or exclusion clause. That’s why it’s important to think about the legal effect - not just the label.

If your business needs clear risk allocation in its contracts, a properly drafted limitation of liability clause is often more effective than a vague, catch-all disclaimer.

Where Do Disclaimers Show Up In Business (And When Do They Count)?

Disclaimers are everywhere - but not all of them are legally effective. A disclaimer only really helps if it is:

• brought to the other party’s attention at the right time, and
• properly incorporated into the contract (or into the agreed terms), and
• clear and consistent with the rest of the agreement and NZ law.

Here are common places NZ businesses use disclaimers.

Website Disclaimers

Website disclaimers are often used by service providers, coaches, consultants, online shops, and anyone publishing content (like advice, blogs, templates, or calculators).

They can help clarify boundaries - for example, that information is general only, that results aren’t guaranteed, or that users are responsible for how they apply the information.

If you collect personal information through your site, a disclaimer isn’t a substitute for a Privacy Policy. These serve different legal purposes, and both can matter.

Quotes, Proposals, And Statements Of Work

This is a big one for small businesses. A quote disclaimer might say:

• pricing is valid for 7 days
• the quote is based on current scope and may change if requirements change
• timeframes are estimates only
• third-party costs will be passed on

These can be useful, but they need to be consistent with your contract structure. If you’re providing ongoing services, it’s often cleaner to have your main Service Agreement set the rules, and use your quote to fill in the commercial details (like fees and deliverables).

Email Footers

Email disclaimers are common, but they can be overrated.

An email footer can help communicate confidentiality expectations and reduce misunderstandings, but it generally won’t override a contract that says something different. If your main concern is protecting confidential information, you’ll usually want a proper confidentiality clause (or NDA) in the contract itself.

Customer Terms And Conditions

Many businesses use disclaimers inside customer terms - particularly around:

• warranties and guarantees
• delivery timeframes
• refunds and cancellations
• acceptable use and user behaviour (for online services)

For online businesses, disclaimers often sit inside broader online terms, like Website Terms and Conditions, so your risk allocation is documented properly and consistently.

How Do Disclaimers Work In Commercial Contracts (Legally Speaking)?

In New Zealand, a disclaimer is only as good as the contract framework around it. The key question is usually:

Did the disclaimer become part of the agreement between the parties?

For disclaimers in commercial contracts, common legal “make or break” issues include:

1) Incorporation: Was The Disclaimer Actually Part Of The Deal?

If your disclaimer is on the back of an invoice sent after the work is done, it may be too late to form part of the contract.

As a general rule, your disclaimer should be provided (and agreed to) before the contract is formed - meaning before the customer accepts your offer, pays, or you start work (depending on how your agreements are formed).

If you want your disclaimer to stick, think about:

• including it in the contract document itself
• linking to your terms at the quote/checkout stage and requiring acceptance
• ensuring it’s visible and not hidden away

2) Interpretation: Is The Disclaimer Clear Enough?

If the wording is vague, internally inconsistent, or reads like a broad “we aren’t liable for anything” statement, it may not be interpreted the way you expect.

Good disclaimers are usually:

• specific about the risk being allocated
• written in plain English
• consistent with the rest of the agreement

This is one reason businesses often include a dedicated Confidentiality Clause (rather than relying on an email footer) and a properly drafted limitation of liability clause, instead of a generic disclaimer line.

3) Consistency: Does The Disclaimer Conflict With Other Terms?

If your contract promises a specific outcome, but your disclaimer says “no guarantees,” you may have a conflict. That creates uncertainty, and uncertainty is where disputes thrive.

It’s worth doing a consistency check across:

• your quote/proposal
• your service agreement or customer contract
• your website terms
• your marketing and sales representations

What Can’t You Disclaim In New Zealand?

This is where a lot of businesses accidentally get themselves into trouble: trying to disclaim legal responsibilities that can’t be disclaimed (or can only be disclaimed in limited situations).

Even in business-to-business contracts, NZ law can restrict how far you can go - especially where consumer law applies, or where the terms are considered unfair or misleading.

Consumer Guarantees Act 1993 (CGA)

If you sell goods or services to consumers, the Consumer Guarantees Act 1993 gives them automatic guarantees (for example, that goods are of acceptable quality and services are carried out with reasonable care and skill).

In many consumer situations, you generally can’t contract out of those guarantees. So a disclaimer like “no refunds” or “all sales final” could put you at risk if it misrepresents consumer rights.

There are some circumstances where businesses can contract out of the CGA for business-to-business supply, but it needs to be done properly and clearly, and only where the buyer is acquiring the goods/services for business purposes. This is a situation where getting tailored advice is important.

Fair Trading Act 1986 (FTA)

The Fair Trading Act 1986 is a major one for disclaimers because it deals with misleading or deceptive conduct and false representations.

A disclaimer can’t “fix” misleading advertising or sales conduct. For example, if your marketing makes a strong claim and your disclaimer quietly contradicts it, you may still face risk under the FTA.

Practically, this means your disclaimers should align with what you’re promising in your sales process - and you should be careful with big statements like “guaranteed results” unless you can back them up.

Unfair Contract Terms (UCT) Risks

If you use standard form terms, overly broad disclaimers can also create issues under New Zealand’s unfair contract terms regime. These rules primarily apply to standard form consumer contracts, and since 2022 they can also apply to certain standard form small trade contracts (where the statutory criteria are met).

This doesn’t mean you can’t limit liability. It means the drafting needs to be reasonable and balanced, and the contract needs to be set up in a way that makes commercial sense.

Privacy Act 2020

If your disclaimer tries to say something like “we’re not responsible for how we handle your data” or “we can do anything we want with customer information,” that’s a red flag.

The Privacy Act 2020 sets baseline obligations around collecting, using, storing, and disclosing personal information. Disclaimers don’t remove those obligations.

If you’re dealing with customer data (especially for online sales, bookings, mailing lists, or member accounts), a proper privacy framework matters a lot more than a generic disclaimer statement.

How Should NZ Small Businesses Use Disclaimers Without Creating More Risk?

Done well, disclaimers can reduce disputes and help you control risk. Done badly, they can confuse customers, conflict with your contract, and create compliance issues.

Here are practical ways to approach disclaimers in commercial contracts.

1) Treat Disclaimers As Part Of Your Contract System

Think of your documents as a “stack” that should work together:

• marketing/website claims
• quote or proposal
• terms and conditions or service agreement
• any statement of work or specification
• invoices and variations

Your disclaimer should sit in the right place in that stack - usually inside the main contract terms - rather than scattered across random documents.

If you don’t already have tailored terms for how you sell, it can be worth getting a solid base document in place (for example, a Business Terms set), then aligning your quotes and workflows to it.

2) Be Specific About The Risk You’re Trying To Manage

Before drafting (or copying) a disclaimer, ask yourself: what are you actually worried about?

Common risks for NZ small businesses include:

• scope creep (customers expecting extra work for free)
• delays caused by the customer or third parties
• incorrect information provided by the customer
• customers using your deliverables in unintended ways
• indirect losses (like lost profits) that could dwarf your fees

Once you identify the risk, you can draft targeted clauses that are more likely to be enforceable and more likely to be understood.

3) Make Sure Your Disclaimer Doesn’t Undermine Your Offer

This is a common trap.

For example, if you offer “full management” services but your disclaimer says “we don’t take responsibility for outcomes,” customers may feel misled - and the disclaimer might be attacked later as unreasonable or inconsistent.

A better approach is often to define:

• what you will do (scope)
• what the customer must do (their responsibilities)
• what depends on third parties
• what happens if assumptions change

This reduces the need for sweeping disclaimers because the contract itself becomes clearer.

4) Don’t Rely On A Disclaimer To Replace A Proper Clause

If you need to manage confidentiality, have a confidentiality clause.

If you need to manage delays, have a delays/extension of time clause.

If you need to manage liability, have a properly drafted limitation of liability clause.

Disclaimers are often best used as a “supporting tool” - not the main strategy.

This is also why it can be worth having your contracts properly drafted (or at least reviewed) rather than relying on a generic template. A good contract should match how you actually do business, not how an online template assumes you do business.

Examples Of Common Disclaimers (And What They’re Really Doing)

Here are a few examples of common disclaimers businesses use, along with what they’re trying to achieve. (These are examples only - whether they work depends on how they’re drafted and used in your contract setup.)

“Information Is General Only”

Used by: consultants, coaches, content creators, professional services, online educators.

Purpose: to reduce the risk someone treats general content as personalised advice.

Watch out for: If you’re providing a paid service, you may still owe contractual duties to deliver that service with reasonable care and skill. A disclaimer can’t erase what you’ve promised.

“Timeframes Are Estimates Only”

Used by: trades, agencies, manufacturers, suppliers, event services.

Purpose: to avoid being in breach if there are reasonable delays.

Watch out for: If timing is critical to the customer, you may need a more detailed clause about delays, dependencies, and what happens if deadlines are missed.

“No Liability For Indirect Or Consequential Loss”

Used by: most B2B service providers.

Purpose: to stop a small contract turning into a massive claim.

Watch out for: The clause needs to be clear, and your overall contract should still look commercially reasonable.

“Customer Must Provide Accurate Information”

Used by: accountants, marketing agencies, web developers, compliance providers, advisers.

Purpose: to protect you if your work depends on inputs you don’t control.

Watch out for: Be careful not to use this as an excuse to ignore obvious errors - courts and customers will expect reasonable professionalism.

“We Don’t Provide Legal/Financial/Medical Advice”

Used by: wellness businesses, online coaches, software platforms, information providers.

Purpose: to clarify professional boundaries and manage reliance risk.

Watch out for: If your business does provide regulated services, disclaimers won’t remove licensing or regulatory obligations.

Key Takeaways

• A disclaimer is a statement that tries to limit, exclude, or clarify liability and responsibilities, and it can play an important role in commercial contracts for NZ businesses.
• Disclaimers work best when they are properly incorporated into your contract setup (not hidden in an invoice footer after the fact).
• Clear, specific disclaimers are more useful than broad “we’re not liable for anything” statements, which can be unenforceable or create trust issues with customers.
• You generally can’t use disclaimers to contract out of key NZ legal protections (including the Fair Trading Act 1986 and, in many cases, the Consumer Guarantees Act 1993).
• Disclaimers should support your contract, not replace proper clauses like limitation of liability, customer responsibilities, confidentiality, and variations/change control.
• If you’re not sure whether your disclaimer will actually protect you (or could create compliance risk), it’s worth having your terms reviewed and tailored to your business.

If you’d like help setting up or reviewing your terms so your disclaimers and liability clauses are working properly for your business, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.