Introduction

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.

• 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.

• 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.

• 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.

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

• 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.

• It will remain your responsibility to ensure that you have adequate insurance and ACC (Accident Compensation Corporation) cover.

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

• 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.

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

• 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.

• 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.

• 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 seven years after the end of the income year to which they relate and then safely shredded or deleted.

Professional obligations and confidentiality

As members of the New Zealand Institute of Chartered Accountants, we are required to comply with all applicable by-laws, rules, regulations, professional and ethical standards and guidelines of Chartered Accountants Australia and New Zealand and the New Zealand Institute of Chartered Accountants (NZICA).

These requirements include the NZICA Code of Ethics, which among other things contains confidentiality requirements. In accordance with these requirements, we will not disclose information we obtain in the course of this engagement to other parties, without your express consent, except as required by:

• laws and regulations (for example, disclosures required under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (including to a third-party auditor) and as required by the Common Reporting Standard).

• professional obligations including;

• • the provisions of the NZICA Code of Ethics that apply if we become aware of actual or potential ‘non-compliance with laws and regulations’ (NOCLAR). Where any such non-compliance poses substantial harm (such as adverse consequences to investors, creditors, employees or the public), we may be required to disclose the matter to an appropriate level of management or those charged with governance and/or an appropriate authority.

• • the provisions of the NZICA Rules and Professional Standards that subject us to practice review, investigations and disciplinary procedures. These rules require us to disclose to NZICA, its practice reviewers and/or its disciplinary bodies our files and workpapers including client information. In accepting this engagement, you acknowledge that, if requested, our files related to this engagement may be made available to NZICA, its practice reviewers and/or its disciplinary bodies. Employees and contractors of NZICA are also bound by confidentiality under contract and by the NZICA Code of Ethics.

Scope of the Engagement

In carrying out the engagement for you we will: 

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

• Take all reasonable care and skill.

• Comply with our ethical obligations to you.

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

• 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.

For financial statement preparation

Unless otherwise stated any financial statements will be complied in accordance with Service Engagement Standard No 2.

• As described in the Statement of Accounting Policies in our financial information, our financial statements are a special purpose report prepared for taxation purposes only on the principles contained in the Income Tax Act 2007.

• You are solely responsible for the information contained in the financial statements and have determined that the accounting policies employed are appropriate to meet your needs and to the purpose for which the financial statements were prepared. The financial statements are prepared exclusively for your benefit. We do not accept responsibility to any other person for the contents of the financial statements, unless specifically stated in writing.

• Our procedures use accounting expertise to undertake the compilation of the financial statements from information you provided. Our procedures do not include verification or validation procedures.  No audit or review engagement has been performed and accordingly no assurance is expressed.

• As mentioned earlier, we prepare financial information based on information provided to us which has not been subject to an audit or review engagement. Accordingly, neither we, nor any of our employees accept any responsibility for the reliability, accuracy or completeness of the compiled financial information nor do we accept any liability of any kind whatsoever, including liability by reason of negligence, to any person for losses incurred as a result of placing reliance on the complied financial information.

• The accounting policies adopted in our financial statements are not entirely in conformity with generally accepted accounting practice. Accordingly, the financial statements should only be relied upon for expressly stated purposes.

• We do not accept any responsibility for the accuracy and completeness of the accounting records and other information you supply to us or for the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information. We also do not accept any responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies within your organisation. In addition, you are solely responsible to users of the financial information we compile.

The information you are to supply and any other information that we consider necessary to complete the engagement must be provided on a timely basis in order that the engagement can be completed on a timely basis.

Our engagement does not include the investigation or discovery of internal control weaknesses, errors, illegal acts, or other irregularities, including without limitation, fraud, or non-compliance with laws and regulations. However, we will inform you of any such matters which come to our attention during the course of our engagement.

If, for any reason, we are unable to complete the compilation of your financial information, or we consider the information to be misleading, we may refer to such matters within our compilation report or we may determine, at our sole discretion, not to issue a report.

• Independence is not a requirement for a compilation engagement.

If we are aware that we are not independent, this fact will be stated in our report. However, we will not conduct a comprehensive review to determine whether we are, or are not, independent.

• These are special purpose financial statements and as such are intended for the purposes of meeting the company’s income tax requirements and internal use and should not be relied upon for any other purpose. The engagement will be in accordance with the professional standards, rules, and ethical requirements, in addition to our obligations under the Privacy Act 1993. We will not disclose that information to other parties without your express consent, except as required by law or professional obligations. In the event of preparing financial statements for charities, and companies not eligible for the concessions in s207K of the Companies Act, the appropriate reporting framework will be applied.

For tax returns

• Tax returns are prepared exclusively for your benefit. We do not accept responsibility from any other person.

• Tax returns will be prepared based on information provided to us which has not been subject to an audit or review engagement. Accordingly, neither we nor any of our employees accept any responsibility for the reliability or accuracy of completeness of the information contained in the tax return and supporting schedules.

Fees and Charges

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

• All work done by this firm will be charged in six-minute units, at the rates appropriate for the personnel working on the engagement.

• 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.

• 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, based on the time spent with each client during that trip.

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

• In some circumstances we may receive a nominal commission or administration fee on services we organize or facilitate. Examples of these services include, but are not limited to, marketing services, accounting software or subscriptions such as Xero and Audit Insurance. Any discount we receive is used to cover the administration cost of providing these services to you.

• In the unfortunate circumstance that a disagreement arises between us over our fees, if the matter cannot be resolved amicably by discussion (which is the preferred option) then we both agree to use the Fees Resolution Service of the New Zealand Institute of Chartered Accountants to resolve the matter. Details of this Service are available from the Institute. You should be aware that, like all other providers of services, we are entitled to retain possession of your records that have been used in relation to this engagement until outstanding fees are settled.

Payment Terms

• Payment of all fees is due by the 20th of the month after the date of invoice.

• 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.

• 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.

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

• 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.

• 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.
• 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:

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

• • 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.

• 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 Terns of Engagement.

Authorisations

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.

General

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.

Material that you provide to us remains yours and will be returned to you when the engagement is completed. Work papers that we create will remain our property.

However, if your affairs at some time in the future are handled by another Chartered Accountant, we will make available, as required by the Code of Ethics, such information regarding your affairs that is essential to enable your new Chartered Accountant to perform the services we previously provided.

Our work may involve the collection of personal information relevant or incidental to the engagement. Any such information will be held at our offices and will be retained for as long as may be relevant to the engagement, and, except where otherwise noted in this letter, will only be used, or disclosed for purposes related to the engagement. We may use information received in connection with marketing of services that we consider are of benefit to you. Individuals concerned will be able to contact us to access information held concerning them and, if necessary, seek correction to that information.