Master Services Agreement in New Zealand: Template, Key Clauses and Local Law (2026)

A master services agreement (MSA) in New Zealand sets the standing terms between a supplier and a customer, so that each new piece of work can be ordered under a short statement of work (SOW) instead of a fresh contract every time. The MSA carries the heavy terms: payment, intellectual property, confidentiality, liability, and termination. Each SOW then adds the scope, deliverables, and price for a specific engagement. New Zealand has no single statute for services contracts. The MSA rests on the general law of contract, now largely consolidated in the Contract and Commercial Law Act 2017, and on trading and consumer statutes that set limits parties cannot simply draft around. This guide explains that framework, lists the clauses a New Zealand MSA should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified New Zealand lawyer before you sign. ## The law that governs an MSA in New Zealand - Contract and Commercial Law Act 2017. This Act consolidated much of New Zealand's general contract law, including rules on contractual mistakes, cancellation, privity, and electronic transactions, so it governs how the MSA is formed, interpreted, and enforced.

• Fair Trading Act 1986. It prohibits misleading and deceptive conduct in trade and contains an unfair contract terms regime. Since 2022 that regime covers standard form small trade contracts (broadly, business to business contracts below an annual value threshold), so one-sided terms in a template MSA can be declared unfair and unenforceable by a court.
• Consumer Guarantees Act 1993. Where the customer acquires the services as a consumer, statutory guarantees apply, including that services are carried out with reasonable care and skill. Two businesses acting in trade can contract out of the Act where it is fair and reasonable to do so.
• Commerce Act 1986. It governs anti-competitive conduct, which matters if the MSA includes exclusivity or restraint terms.
• Privacy Act 2020. If the supplier handles personal information for the customer, the information privacy principles apply and the data clauses must reflect them. ## Key clauses in a New Zealand MSA ### 1. Structure and order of precedence State that the MSA sets the master terms and that each SOW incorporates them. Set which document prevails if they conflict, usually the MSA except where a SOW expressly varies it. ### 2. Services and statements of work Describe how work is scoped and ordered. Require each SOW to cover deliverables, timeline, acceptance, and fees. ### 3. Charges, invoicing and GST State fees, the invoicing cycle, payment terms, interest on late payment, expenses, and GST treatment. ### 4. Intellectual property Set who owns pre-existing IP, who owns deliverables, and any licence the customer receives. Address third party and open source materials. ### 5. Confidentiality Define confidential information, permitted uses, and survival after termination. ### 6. Warranties and the Consumer Guarantees Act Give service warranties (reasonable care and skill, conformity with the SOW). If both parties are in trade, state clearly and fairly whether the Consumer Guarantees Act is contracted out. ### 7. Limitation of liability Cap liability and exclude indirect loss. Keep the cap fair, because an unfair term in a standard form small trade contract can be struck down under the Fair Trading Act. ### 8. Indemnities Allocate risk for IP infringement, confidentiality breaches, and third party claims. ### 9. Data protection and privacy If the supplier processes personal information, require compliance with the Privacy Act 2020, including security and breach handling. ### 10. Term, termination and suspension Set the term, renewal, notice, termination for breach or insolvency, and what happens to active SOWs on termination. ### 11. Dispute resolution and governing law State New Zealand law, a forum, and any escalation or mediation step before court or arbitration. ## A simple clause skeleton 1. Parties and definitions

2. Structure and order of precedence
3. Services and statements of work
4. Charges, invoicing and GST
5. Customer responsibilities
6. Intellectual property
7. Confidentiality
8. Warranties and Consumer Guarantees Act position
9. Limitation of liability
10. Indemnities
11. Data protection and privacy
12. Term and termination
13. Consequences of termination
14. Dispute resolution and governing law
15. General provisions ## One workspace to draft, review and track the agreement An MSA rarely sits still. New SOWs attach to it, renewal and notice dates fall due, and later changes to rates or liability caps have to be applied without breaking the rest of the contract. Spread across email and shared drives, versions drift and dates get missed. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the current MSA, each SOW, and the dates that matter all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including New Zealand, is on the roadmap, so treat this page as general guidance and verify New Zealand specifics locally. You can see the product at Adira. ## Frequently asked questions