Terms of Engagement


Miller Gale & Winter Limited has been asked by you to act as your accountants and business advisers. These terms of engagement set out the conditions upon which we accept that appointment.

a)       We agree to prepare Financial Statements and tax returns for you and any individuals or other entities associated with you from time to time as required. 

b)       We will not undertake an Audit or Review of the information you provide to us.  Accordingly the Compilation Report disclaimer will apply to any reports we prepare for you.

c)       It will remain your responsibility to ensure that the information you provide to us is accurate and correct, and that you provide us with the information we need in a timely manner. This includes advice of shareholding changes where we keep statutory records on your behalf as these can have unintended tax consequences for which we cannot accept liability if advice is not sought.

d)       We agree to provide general business advice when requested by you, or when we believe that it will benefit you.

e)       Where we prepare your GST returns you agree that we cannot be held responsible for incomplete or erroneous information provided by you.  Where we file these GST returns you also agree that we file these on your behalf as agent and not as principal.

f)         It will remain your responsibility to ensure that you have adequate insurance and ACC cover.

g)       You agree to indemnify us for all costs incurred on your behalf in good faith.

h)       You agree that this engagement is not relied upon to disclose internal control weakness, errors, illegal acts or other irregularities, for example, fraud or non-compliance with laws and regulations applicable to you and any individuals or other entities associated with you.

i)         You authorise us to communicate with the Inland Revenue Department about all of your tax affairs and those of your associated entities.

j)         You also authorise us to communicate with your Bank and any other persons for the purpose of obtaining necessary information to complete your tax returns and financial statements.

k)       You agree that your records and information in our possession which support our working papers relating to your entity’s affairs may be required by the Institute of Chartered Accountants for the purpose of the Institute’s quality assurance function.

l)         You also agree that any working papers prepared by us in relation to this engagement remain the property of Miller Gale & Winter Limited.  These records are retained for a period of at least 7 years after the end of the income year to which they relate and then safely shredded.

Scope of the Engagement

In carrying out the engagement for you we will: 

a)       Keep you informed of all significant developments and information relating to you.

b)       Take all reasonable care and skill

c)       Comply with our ethical obligations to you

d)       Use our best efforts to deliver the desired outcomes within agreed or anticipated timeframes and costings

e)       Advise you which Director and/or team member will be providing the services to you.  We will assign an appropriately qualified and skilled team member to carry out the engagement.  Every engagement will be under the supervision of a Miller Gale & Winter Limited Director.

At the commencement of any additional work outside the scope of what we customarily perform for you we will send you a letter recording:

a)       Our understanding of the services you require Miller Gale & Winter Limited to deliver to you.  The scope of our professional responsibilities to you will extend only to these matters and for the duration of the additional work.

b)       Our expected or agreed timeframes for delivery of those services, or particular parts of them, to you

c)       Our quoted or estimated fees for the services (if applicable) or the hourly rates that will be the basis for calculation of our fees

d)       We will assign an appropriately qualified and skilled team member to carry out the engagement.  Every engagement will be under the supervision of a Miller Gale & Winter Limited Director.

Fees and Charges

Our fees will be calculated in accordance with our estimate or quotation (if applicable).

a)       All work done by this firm will be charged in units of a quarter of an hour, at the rates appropriate for the personnel working on the engagement.

b)       While we offer a range of hourly fees for various assignments undertaken we are more than happy to discuss a fixed or capped fee with you should you prefer this option

c)       Any travel or other extraordinary charges incurred on your account will be charged to you along with your monthly fees, and are payable on the same terms.  Where possible, these will be shared between more than one client, on the basis of time spent with each client during that trip

d)       A Nominal disbursements fee will be on-charged to you for small items such as postage, photocopying, Companies Office searches etc.

Payment Terms

a)       Payment of all fees is due by the 20th of the month after the date of invoice

b)     We reserve the right to charge interest at 1.5% per month, cumulative on any unpaid accounts where a satisfactory arrangement for settlement has not been reached

c)       In the event that our invoice(s) are overdue, we reserve the right to suspend the engagement until the invoices are paid, require payment for future fees in advance or terminate the engagement

d)       In the event we need to take recovery action from you, you will be liable to reimburse us our actual costs of taking that action (e.g. lawyers or debt collection fees)

e)    We reserve the right to disclose your name and address to a credit agency to perform a credit reference or to undertake credit management processes if we deem necessary

f)        You personally accept responsibility for and guarantee payment in full of fees billed by Miller Gale & Winter Limited to you and any other associated entities or parties.

g)      If at your request or with your assent we provide services to any company, trust or other entity of which you are a director, shareholder, trustee, beneficiary or otherwise associated (all called “associated entities”) then notwithstanding that:

(i)         Our services may be provided to that other entity(s).  or

(ii)        Our fee may be invoiced to the associated entity(s),

you agree that you are liable to us for payment of such fees as if they had been provided to you and invoiced to you personally; and that you will pay such fees in accordance with these Terms of Engagement.

h)       As a separate and additional obligation you agree to indemnify us immediately for any losses, costs and other amounts we may suffer or incur as a result of any failure by any such associated entity(s) to pay our fees and any other amounts payable to us, in accordance with our Terms of Engagement.


You hereby nominate that Miller Gale & Winter Limited or any agent acting on their behalf can elect on your behalf that any document(s) is a tax advice document(s) for the purposes of the right of non-disclosure to Inland Revenue Department.


If you have any concerns or complaints about our services please raise them as soon as possible with the Director responsible for the matter. We will endeavour in good faith to resolve the matter with you in a way that is fair to you and to Miller Gale & Winter Limited.

We may terminate the engagement and refer you to another accountancy firm where we believe that we are or might be placed in a conflict of interest situation

Our relationship is one involving a very high degree of trust and confidence between us. Either you or Miller Gale & Winter Limited may terminate the engagement at any time if either of us believe that relationship has been undermined for any reason.

Terms of Engagement specific to audit

These are supplementary terms which relate specifically to audit engagements.

Auditor’s responsibilities

Our primary responsibility as auditor is to examine and report on your financial statements. Our audit will be made in accordance with the New Zealand Auditing Standards, the objective of the audit being to express an opinion on whether your financial statements, as presented by your governing body, fairly reflect the financial position and performance of your entity.

Governing body’s responsibilities

The responsibility for the preparation of the financial statements, including adequate disclosure, remains that of the governing body. This includes

– the selection and consistent application of accounting policies appropriate for your entity

– the security and controls over information on your entity’s website, including electronic presentation of the financial statements

– the establishment and maintenance of accounting records and a system of internal control designed to provide reasonable assurance as to the integrity and reliability of financial reporting; and

– the design and implementation of internal control to prevent and detect error, fraud and non-compliance with laws and regulations.

Management representations

We will request a representation letter from the governing body at the time the financial statements are signed. By signing this letter the governing body confirms that it has fulfilled its responsibility for the preparation of your financial statements and for the completeness of the information supplied to us as auditor.

Scope of the audit

We will examine the accounting and internal control systems to ensure that they are adequate as a basis for the preparation of the financial statements and to establish whether the organisation has kept proper accounting records. However, our audit is not designed to identify all significant weaknesses of your entity’s systems.

Because of the test nature and other inherent limitations of an audit, together with the inherent limitations on the accuracy of any accounting systems, there is an unavoidable risk that even a significant error, fraud or irregularity may remain undiscovered.  Accordingly, our examination should not be relied upon to disclose defalcations or other irregularities.

In the unlikely event that the balances (at prior year-end date) are found to contain misstatements which could materially affect the current period’s financial statements, we have a professional obligation to inform the previous auditor.

Responsibility for other documents accompanying audited financial statements

Although we are required under generally accepted auditing standards to read any annual report and other documents that contain our audit opinion, we assume no obligation to perform procedures to verify such other information as part of our audit.

Third party use of our audit report

 Our audit opinion is intended solely for the benefit of those to whom it is addressed. We accept no responsibility to third parties who use or rely on our audit report.



T +64 3 379 5566
M 027 252 5195

E gavin@millergale.co.nz



03 379 5566
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