{"id":225735,"date":"2024-01-29T13:54:52","date_gmt":"2024-01-29T00:54:52","guid":{"rendered":"https:\/\/legalvision.co.nz\/?p=225735"},"modified":"2026-03-05T15:22:38","modified_gmt":"2026-03-05T02:22:38","slug":"exclusions-diclaimers-waivers","status":"publish","type":"post","link":"https:\/\/legalvision.co.nz\/commercial-contracts\/exclusions-diclaimers-waivers\/","title":{"rendered":"What is the Difference Between Exclusion Clauses, Disclaimers and Waiver Forms?"},"content":{"rendered":"\n

There are several ways a business can seek to limit its liability to customers or third parties, including exclusion clauses, disclaimers and waiver forms. All three examples seek to limit one party\u2019s liability to another, typically when something goes wrong. Their enforceability is dependent on several factors. Therefore, it is crucial to understand the distinctions between these provisions. This article explores the differences between exclusion clauses, disclaimers and waiver forms within commercial contracts. <\/p>\n\n\n

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What is an Exclusion Clause? <\/h2>\n\n\n\n

Contracts often include exclusion clauses designed to limit the liability of one or both parties. Exclusion clauses seek to limit or exclude liability for something when the other party suffers loss or damage<\/a> or a contract is breached. Depending on the circumstances, they can exempt some or all liability for certain damages and even limit the amount payable for loss or damage arising from the agreement.<\/p>\n\n\n\n

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Under New Zealand law, exclusion clauses are interpreted in a way that must clearly show that parties intended to exclude liability. The greater the exclusion of liability, the clearer the language must be. Ultimately, the goal is to determine what the parties objectively intended, especially regarding commercial contexts.<\/p>\n<\/div>\n\n\n\n

To be enforceable, an exclusion clause should be part of a written agreement<\/a> that all parties sign. Courts typically uphold these clauses if the agreement is valid and the terms are deemed fair. If there is a power imbalance, exclusion clauses will not be applicable. Be careful of including unfair contract terms<\/a> in business contracts, as these might not be enforceable.<\/p>\n\n\n\n

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Party A excludes all liability for any loss or damage suffered by Party B as a result of any third-party software malfunctions or errors.<\/p>\n
An example of an exclusion clause. <\/cite><\/blockquote>\n\n\n\n

What is a Disclaimer? <\/h2>\n\n\n\n

Goods or service providers commonly use disclaimers to limit their liability. While you can include disclaimers in a contract, they are common in marketing and other business communication<\/a> to disclaim liability for a specific loss or damage. Since these disclaimers typically lack a written agreement, their enforceability depends on reasonable notice provided to the other party. It is unlikely that giving notice of the disclaimer to the other party after the purchase and payment for a service will be considered reasonable notice.<\/p>\n\n\n\n

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The parking facility shall not be liable for any car damage while parked on the premises. Users are advised to exercise caution regarding their personal belongings in the vehicle and use the parking garage at their own risk.<\/p>\n
An example of a disclaimer. <\/cite><\/blockquote>\n\n\n\n\n\n Continue reading this article below the form\n <\/i>\n<\/a>\n

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