New Zealand's fintech ecosystem has never been more active. Open banking legislation is in place, new market entrants are arriving (and investing), AI is reshaping product design, and regulators are more engaged than at any point in recent memory. The conditions for fintech partnerships are genuinely exciting — but the legal and commercial complexity has never been higher either. Creating a successful fintech partnership is part art, part science – and there are lots of technical, financial and operational factors in the mix.

But in our experience advising fintechs and incumbents across the partnership lifecycle, the key considerations boil down to the 4 C’s: Cornerstones, Customer, Compliance, and Contract.

This is how you create a successful fintech partnership, from the perspective of the lawyers helping you get the deal across the line.

These principles apply just as much to an acquisition as they do a commercial transaction. And while this is often viewed through the lens of a fintech start-up partnering with an institutional incumbent, we’re now seeing a much wider spectrum of partnerships – involving corporates from sectors outside financial services, scaled-up fintechs with the heft of larger financial institutions, and nimble innovation teams within the incumbents, able to move at pace.

Get the Cornerstones Right

Before a single clause is drafted, there are fundamentals that will determine whether a partnership succeeds or stalls.

The first is executive buy-in, paired with a genuine deal champion. These are not always the same person, but you need both: someone who can make key decisions quickly, and someone who understands the detail and is genuinely invested in the deal succeeding. Partnerships built on personal connections or the pursuit of the next shiny thing — without a sound commercial foundation — rarely survive the negotiation phase intact.

The second is knowing your win-win. Negotiations go better and deals close faster when both parties can clearly articulate what success means for each of them. That doesn't mean forgoing commercial leverage in negotiations – it means having a north star to return to when the negotiations get difficult. They’re called partnerships for a reason.

Third: don't rely on templates. A standard master services agreement usually assumes a clean customer-supplier relationship. Fintech partnerships are rarely that. The bespoke go-to-market strategy, regulatory overlay, data complexity, and multi-party ecosystem almost always require bespoke drafting. The same caution applies to AI. Generative AI tools are genuinely useful for producing a term sheet and quickly surfacing key ideas, but they cannot navigate the nuance a complex fintech arrangement demands. Use AI to accelerate — not to replace — proper legal drafting.

Finally, map your ecosystem early. A standard contract assumes two parties. Fintech partnerships rarely involve just two. Regulators, card schemes, payment processors, data sub-processors, and downstream technology partners can all impact the partnership and often create a matrix of contractual terms to flow through. Draw the ecosystem map before you draft the heads of agreement.

Who Owns the Customer?

In any fintech partnership, there is an end customer. The question of whose customer that is — and how customer responsibilities are shared — drives a surprising number of the most contentious issues in any deal.

Sometimes the answer is obvious: one partner is customer-facing, the other is in the background providing technology. More commonly, particularly in ‘B2B2C’ and white-label arrangements, both partners have some direct relationship with the end customer, and the question becomes how the responsibilities are divided – across areas like marketing, support, data, and regulation.

This matters for more than commercial reasons. Regulatory obligations follow the customer relationship. Who has the obligation to register as a financial service provider? Who controls the client due diligence process for AML purposes? Who is deemed to be holding client funds? If your partner controls the technology or process, but you hold the regulatory obligations, you are potentially carrying risk that your contract needs to address.

Customer data deserves particular attention. Technology partners often seek rights to use customer data for their own purposes like marketing, AI training, or generating aggregated insights. If those rights conflict with your own customer terms, your data privacy obligations, or your market positioning — you either need to update your terms or negotiate the provisions out. These are key conversations for partners to have at the outset of the transaction.

We have also drafted detailed schedules in partnership agreements dealing with customer hand-off and lines of support – to help ensure a frictionless experience where both partners are involved in the customer journey.

Who Owns the Compliance?

The regulatory environment for fintech can be described using a concept borrowed from military: VUCA — volatile, uncertain, complex, and ambiguous. The technology is moving faster than regulation can follow, and New Zealand lacks the bespoke fintech licensing regimes (such as e-money or digital banking licences) that exist in other jurisdictions. That can sometimes mean a light-touch and flexible environment, but it just as often means an uncertain one.

The partnership itself can shift the regulatory perimeter. In one recent transaction, our client's relationship with their partner meant a regulatory exemption they had previously relied on no longer applied, which required changes to their product. Before going to market, each party needs to assess how the partnership affects their own regulatory position — and how any new ‘partnership product’ will be regulated.

Cross-border arrangements add further complexity. Any partnership involving multiple countries will run up against separate (and often divergent) regulatory regimes. Stablecoins are a great recent example of technology delivering a hugely efficient solution for cross border transactions – if only the regulatory treatment were that simple. You also need to consider if offering a product across borders may expose you to international regulation. For international providers entering New Zealand note that our financial markets legislation has a wide territorial scope, and our AML regime has a very uncertain one.

Open banking presents its own set of considerations. The Customer and Product Data Act is now in force covering both payments and data, but payments and data involve different liability considerations that partnerships may need to resolve by contract. Who bears the risk when an open banking payment fails, is fraudulent, or is disputed? What happens to customer data once it has passed through the accredited data recipient and into a downstream partner's systems? The legislation creates the framework – but this is relatively high-level. You may need the contract to fill the gaps.

Sometimes, speaking to the regulator directly can help. The Financial Markets Authority in particular has taken a genuinely open-door approach in recent times. A discussion with the regulator – provided you come prepared with a clear articulation of your proposition, the legal issues, and specific questions – can save time and reduce uncertainty. It’s not a substitute for legal advice, but it can set you on the right path.

Get the Contract Right

Given the complexities we’ve explored already, contracting for a fintech partnership is always a bespoke exercise. A few areas warrant particular attention in fintech contexts beyond the standard data, IP, liability, and termination checklist.

Exclusivity is often the mechanism by which a larger corporate partner justifies its investment. Define exclusivity with precision — duration, geographic scope, product scope, and the conditions under which it falls away. Ambiguity here can be expensive – and lengthy exclusivity periods can be crippling for fintechs looking to scale up quickly, if they don’t work out.

IP ownership requires commercial thinking, not just legal drafting. A fintech's ability to commercialise future developments can be central to its viability. A corporate partner often does not need to own the IP — it needs a licence to use it. Exclusivity can preserve the value of the arrangement without unnecessarily constraining the fintech's future.

Branding and publicity is always important, particularly in joint propositions. This is about control – each partner needs to know they have control of their own brand and how the partnership comes across in market. We’d always recommend really clear provisions around this, including processes for sign-off of marketing material and clear brand guidelines for each partner.

Liability allocation should also follow the principle of control: risk should sit with the party best placed to manage it. Think carefully about what categories of loss should be included or excluded — data breaches, regulatory fines, IP claims — and ensure caps are calibrated to the actual value of the partnership, which in a reciprocal arrangement may not be a straightforward calculation. Targeted indemnities for third-party claims in areas outside your control are worth the negotiation.

Project governance is often treated as boilerplate but frequently determines whether a partnership survives its implementation phase. Most technology disputes arise because the parties were not aligned on how integration would actually work. Establish a working group and steering committee with clear terms of reference, build in escalation rights to CEO level, and specify the off-ramps — whether that is termination, removal of exclusivity, or renegotiation — for when things go sideways despite best efforts.

We’ve already discussed the challenges of regulatory change. Ownership of compliance obligations needs to be clear in the contract, as well as mechanisms for dealing with law changes that happen during the partnership, which can sometimes materially affect its viability.

AI now warrants its own clause. If AI tools are embedded in your product or partnership, the agreement should specify when they can be used, what approval is required, and who bears the risk if the outputs cause damage.

Negotiating a fintech partnership agreement is not a zero sum game. Done well, it is the foundation of a durable commercial relationship — a structured exercise in getting key challenges out in the open and agreeing on how to deal with them before they arise. In a market as promising as New Zealand's fintech sector right now, that foundation is worth building properly.

You can read more fintech content from our team here.