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Service Agreement Template

A service agreement records the terms under which a service provider delivers services to a client. Use our free New Zealand template to cover scope, fees, service levels, intellectual property, and liability in line with the Contract and Commercial Law Act 2017 and Consumer Guarantees Act 1993.

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SERVICE AGREEMENT
CLIENT
Harbour Capital Management Ltd.
22 Fanshawe Street, Auckland CBD, Auckland 1010
By: Rachel A. Parata, Chief Executive Officer
SERVICE PROVIDER
Wellington Digital Consulting Ltd.
55 Lambton Quay, Wellington 6011
By: James K. Tūhoe, Director
Effective: 1 May 2026 to 30 April 2027
Monthly Retainer: $12,000.00 NZD
This Service Agreement (this "Agreement") is entered into as of 1 May 2026 by and between Harbour Capital Management Ltd. ("Client") and Wellington Digital Consulting Ltd. ("Service Provider") under the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017) and the Fair Trading Act 1986 (FTA 1986). The parties agree as follows:
1.
SERVICES
The Service Provider agrees to provide the following services to the Client (the "Services"):

Digital transformation consulting services, including technology strategy assessment, systems integration planning, vendor selection support, and implementation oversight for the Client's core banking platform upgrade.

The Service Provider shall perform the Services in a professional manner consistent with industry standards applicable in New Zealand, exercising the care, skill, and diligence reasonably expected of a competent professional in the relevant field. The Consumer Guarantees Act 1993 (CGA 1993, s 28) implied guarantee of reasonable care and skill applies where the Client is a consumer. Where both parties are in trade, the Consumer Guarantees Act 1993 may be excluded by agreement.
2.
TERM AND COMMENCEMENT
This Agreement shall commence on 1 May 2026 and continue until 30 April 2027, unless terminated earlier in accordance with this Agreement. Either party may terminate this Agreement by providing fourteen (14) days' written notice to the other party. The Client may terminate immediately for material breach by the Service Provider. The Service Provider may terminate immediately if the Client fails to pay any amount when due and such failure continues for more than seven (7) days after written notice.
3.
FEES AND PAYMENT
The Client shall pay the Service Provider a monthly retainer of $12,000.00 NZD. Payment shall be due monthly in advance on the first day of each month. The Service Provider shall submit invoices to the Client detailing the Services performed. All amounts are exclusive of GST (15%) which shall be added to invoices where applicable under the Goods and Services Tax Act 1985 (GSTA 1985). The Service Provider shall charge and remit GST as required. If any invoice remains unpaid after the due date, interest shall accrue at the rate of 5% per annum on the outstanding amount, or such other rate as may be agreed in writing, calculated daily from the due date until the date of actual payment.
4.
CLIENT OBLIGATIONS
The Client shall: (a) provide the Service Provider with timely access to information, personnel, systems, and facilities reasonably necessary to perform the Services; (b) designate a contact person authorised to give instructions on behalf of the Client; (c) review and approve deliverables within a reasonable time (not less than five (5) business days unless otherwise agreed); (d) make payment of all invoices in accordance with clause 3; and (e) not unreasonably withhold or delay any approval, consent, or instruction required by the Service Provider in connection with the performance of the Services. The Service Provider shall not be in breach of this Agreement to the extent that any delay or failure in performance is caused by the Client's failure to comply with its obligations under this clause.
5.
STANDARD OF SERVICES AND WARRANTIES
The Service Provider warrants that: (a) it has the right, authority, and capability to enter into this Agreement and perform the Services; (b) the Services will be performed with reasonable care and skill in accordance with applicable professional standards; (c) the deliverables will materially conform to the agreed specifications; and (d) the performance of the Services will not knowingly infringe the intellectual property rights of any third party. These warranties are in addition to any consumer guarantees applicable under the Consumer Guarantees Act 1993 (CGA 1993) and any guarantees implied by the Contract and Commercial Law Act 2017 (CCLA 2017).
6.
VARIATION OF SERVICES
Either party may request a variation to the scope of Services. No variation shall be binding unless agreed in writing by both parties, specifying any change in fees, timeline, or deliverables. The Service Provider shall notify the Client promptly if any instruction or event may give rise to a variation in the scope of Services or an increase in fees. No variation agreed pursuant to this clause shall affect the validity of this Agreement as to the remaining Services.
7.
INDEPENDENT CONTRACTOR
The Service Provider is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Service Provider is responsible for paying all income taxes, GST, ACC levies (under the Accident Compensation Act 2001), and any other taxes or levies applicable to the Service Provider's income. The Client shall not be responsible for withholding PAYE, making KiwiSaver contributions, or providing any employee benefits to the Service Provider or its personnel. The Service Provider has the right to perform services for other clients during the term of this Agreement unless otherwise agreed in writing.
8.
DISPUTE RESOLUTION
If a dispute arises under or in connection with this Agreement, the parties shall first attempt to resolve the dispute in good faith through direct negotiation for a period of not less than twenty (20) business days from written notice of dispute. If the dispute is not resolved through negotiation, either party may refer the dispute to mediation through a mutually agreed mediator. If mediation is unsuccessful within thirty (30) days of referral, either party may commence legal proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief from the High Court of New Zealand or any other court of competent jurisdiction.
9.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017), without regard to conflict of law principles. Any dispute not resolved by the dispute resolution process in clause 8 shall be subject to the exclusive jurisdiction of the courts of Wellington, New Zealand, and each party submits to the jurisdiction of such courts.
10.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements. Amendment: No amendment is valid unless made in writing and signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect. Assignment: The Service Provider may not assign or subcontract its obligations under this Agreement without the prior written consent of the Client (not to be unreasonably withheld). Electronic Execution: This Agreement may be executed electronically under the Contract and Commercial Law Act 2017 (CCLA 2017, Part 4), and electronic signatures shall have the same legal effect as handwritten signatures.
11.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
All work product, deliverables, inventions, and materials created by the Service Provider in connection with the Services (the "Work Product") shall, upon creation and payment in full, vest in and be the sole and exclusive property of the Client. The Service Provider hereby irrevocably assigns to the Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein, under the Copyright Act 1994 (CA 1994) and the Patents Act 2013 (PA 2013). The Service Provider shall execute all documents reasonably requested by the Client to give effect to this assignment. The Service Provider retains a licence to use pre-existing materials embedded in the Work Product for the sole purpose of performing the Services. Each party acknowledges that in performing this Agreement it may receive Confidential Information of the other party. Each party agrees to hold such information in strict confidence, not to disclose it to any third party without prior written consent, and to use it solely for the purposes of this Agreement. This obligation of confidentiality survives termination of this Agreement for a period of three (3) years and applies to all information designated as confidential or that reasonably should be understood to be confidential.
12.
LIABILITY AND INDEMNITY
To the extent permitted by law (including the Consumer Guarantees Act 1993 and Fair Trading Act 1986), neither party shall be liable to the other for any indirect, special, consequential, incidental, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), equity, or otherwise. The aggregate liability of the Service Provider to the Client under or in connection with this Agreement shall not exceed the total fees paid or payable by the Client under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party from and against any third-party claims, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to the Indemnifying Party's: (a) breach of this Agreement; (b) negligence or wilful misconduct; or (c) infringement of any third party's intellectual property rights.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
CLIENT
Rachel A. Parata
Chief Executive Officer
Harbour Capital Management Ltd.
Date: ____________________
SERVICE PROVIDER
James K. Tūhoe
Director
Wellington Digital Consulting Ltd.
Date: ____________________

What Is a Service Agreement?

A service agreement, sometimes called a services contract or master services agreement, is a contract between a service provider and a client that defines the services to be supplied, the fees payable, and the rights and obligations of both parties. It is used by consultancies, IT providers, marketing agencies, cleaning companies, maintenance businesses, and any organisation supplying services to business or consumer customers.

In New Zealand, service agreements are governed by general contract principles under the Contract and Commercial Law Act 2017, by the Consumer Guarantees Act 1993 where the client is a consumer, and by the Fair Trading Act 1986, which prohibits misleading or deceptive conduct in trade. Services to businesses can contract out of the Consumer Guarantees Act in certain circumstances under section 43, but this must be clearly and fairly stated.

A robust service agreement sets out deliverables, acceptance criteria, service levels and remedies for failure, fee structures (fixed fee, time and materials, or milestones), intellectual property ownership, confidentiality, indemnities, limits of liability, and termination rights. It protects the commercial relationship and reduces the risk of dispute.

What's Covered in This Template

Our service agreement covers every clause needed for a professional New Zealand services engagement.

Parties and Term

Identification of the service provider and client (with NZBNs) and the duration or rolling term of the engagement.

Scope of Services

Detailed description of services, deliverables, locations, and any assumptions or exclusions.

Service Levels and KPIs

Measurable performance standards, reporting obligations, and remedies for service-level failures.

Fees and Payment Terms

Fixed fee, time and materials, or milestone-based pricing, invoicing cycle, and GST treatment.

Change Control

Procedure for varying scope, pricing, or timeline during the engagement.

Intellectual Property

Ownership of deliverables, licence of pre-existing IP, and carve-outs for tools and methodologies.

Confidentiality and Privacy

Protection of each party’s confidential information and compliance with the Privacy Act 2020.

Warranties

Provider warranties as to skill, care, and compliance with the agreement and law.

Limitation of Liability

Caps on liability and exclusion of indirect and consequential losses, subject to CGA contracting out.

Insurance

Requirements for professional indemnity, public liability, and cyber insurance where relevant.

Termination

Termination for convenience (with notice), for breach, and for insolvency, and the consequences on termination.

Dispute Resolution

Escalation, mediation, and the jurisdiction of New Zealand courts for unresolved disputes.

How to Create a Service Agreement

Follow these steps to generate a New Zealand service agreement ready for signature.

  1. 1

    Enter Parties and Term

    Provide the provider’s and client’s details and choose a fixed term or rolling engagement.

  2. 2

    Define Scope and Deliverables

    Set out the services, deliverables, milestones, and any acceptance criteria.

  3. 3

    Set Fees and Payment

    Choose a fixed fee, time and materials, or milestone basis, and specify GST treatment and invoicing.

  4. 4

    Configure IP and Liability

    Decide who owns deliverables, how pre-existing IP is licensed, and the liability caps and exclusions.

  5. 5

    Review and Download

    Check termination rights, confidentiality, and insurance requirements, then download the PDF.

Legal Considerations

Service agreements in New Zealand engage contract, consumer, and privacy law.

This template is for informational purposes only and does not constitute legal advice. For complex or high-value engagements, consult a New Zealand commercial lawyer.

Reviewed for New Zealand law

Consumer Guarantees Act 1993

Where the client is a consumer (acquiring services of a kind ordinarily acquired for personal, domestic or household use), the Consumer Guarantees Act 1993 implies guarantees of reasonable care and skill (section 28), fitness for particular purpose (section 29), timely completion (section 30), and reasonable price (section 31). These cannot be contracted out of. Where the client is in trade, the parties can contract out under section 43 provided the contracting-out is in writing, and the court considers it fair and reasonable.

Fair Trading Act 1986

Section 9 prohibits misleading and deceptive conduct in trade, and sections 10–13 prohibit specific false representations. Service providers should ensure marketing claims and scope descriptions are accurate. Section 43 permits courts to order damages, rescission, and other remedies. Unfair contract terms in standard-form consumer contracts are also regulated under section 46L, following amendments that extended these protections to small-trade contracts from 16 August 2022.

Limitation of Liability

Limitation of liability clauses are enforceable where fairly drafted. Typical caps are a multiple of annual fees or a fixed amount, with carve-outs for IP infringement, breach of confidentiality, personal injury, and fraud. Courts interpret exclusion clauses strictly and apply the Contra Proferentem rule: any ambiguity is resolved against the party seeking to rely on the clause.

Privacy Act 2020 for Service Providers

Where the service involves personal information, the provider will often be an "agent" of the client under section 11, with the client remaining the "agency" responsible for compliance. A data processing clause or separate schedule setting out security safeguards, purpose limitations, and breach notification is strongly recommended, consistent with Information Privacy Principles 5, 10, and 11.

Frequently Asked Questions

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