Terms of Service

‍

Last Updated: 26 August 2025

TL;DR section

The following is a very quick summary for ease of reference but you MUST read the document in its entirety:

AI systems produce errors and hallucinations - All AI-generated content is unreliable and you're solely responsible for checking accuracy before use
No legal/tax/accounting advice provided - Open Forest is NOT a law firm, accountancy firm, or your professional advisor despite employing lawyers/accountants
Off-platform activities break everything - Any changes made outside the platform (direct filings, other providers) will compromise your data and compliance monitoring
Template agreements are generic only - All legal documents require independent legal review before use; using them without proper legal advice is entirely at your risk
AI-modified templates can be dangerous - Take great care using AI tools to modify legal templates as this creates potentially unenforceable documents with no warranty
Directors remain fully liable - Using the platform doesn't reduce your statutory duties or transfer responsibility for compliance, governance, and filings
Limited liability cap - Open Forest's total liability is capped at 12 months of fees you've paid, excluding death/injury/fraud
Immediate termination possible - Your access can be suspended instantly for various reasons including suspected fraud, non-payment, or security concerns
Company Secretary/Registered Office resignation - If terminated, you have 30 days to find replacements before Open Forest resigns from statutory roles, risking compliance failures

Introduction

These Terms of Use ("Terms") apply when you as a User use the services on our software platform (the "Platform), including the Open Forest platform, which includes our software, tools, developer services, data, documentation and our website, as well as legal, tax, governance, and accounting related facilitation services provided through the Platform or delivered separately as professional services, and any ancillary services such as integrations with third-party systems, banking connections, payment processing, referrals to other service providers, software recommendations, and any other technology-enabled or professional services we may offer from time to time ("Services"). Our Services are provided by Open Forest Limited and/or its affiliated entities, including Open Forest Services Limited which may deliver certain professional services under delegation arrangements (“Open Forest”, "we", "our" and "us") to the user of the Services ("User", "you" or "your").

For the avoidance of doubt, the User is exclusively the company entity that has registered on the Platform, and not any individual person associated with that company (including directors, employees, shareholders, or administrative users) nor any affiliate, subsidiary, or related company. Our Services are provided solely to the registered company entity, and any individuals accessing the Platform do so only as representatives of that company entity, not in their personal capacity.

By using our Services, you agree to these Terms. Where Services are provided by Open Forest Services Limited or other affiliated entities, you acknowledge that such entities may act as service providers under these Terms. For information regarding the personal data collected and processed in connection with using the Services, please read our Privacy Policy.

The Services

Open Forest is a legal technology platform and facilitates founders and SMEs with self-service legal, tax and accounting services. Sometimes Open Forest and/or its affiliates may assist with legal drafting or advice in order to facilitate administration. You acknowledge that Open Forest and/or its affiliates are not your lawyers, accountants or tax advisors and you accept that Open Forest and/or its affiliates assists in relation to specific matters only, rather than being your advisors for general purposes.

Open Forest and/or its affiliates are not a law firm, tax advisory firm or an accounting firm and does not hold itself out as such. Open Forest and/or its affiliates are not registered with the Law Society of Ireland or any accountancy body. Open Forest Limited, is however, an authorised “Trust or Company Service Provider” approved and authorised to provide company incorporation services, company secretarial services and registered office services. While Open Forest and/or its affiliates may employ lawyers and accountants from time to time, the Services are offered on an as-is and as-available basis and any advice that may appear as legal, tax or accounting advice should not be treated as such. Such information is merely ancillary information to facilitate the use of our Services.

The Services may include, without limitation, technology-enabled solutions, professional advisory services, automated tools, third-party integrations, and referral services, all of which are subject to these Terms. To the extent permitted by law and subject to any private agreements between you and us, we expressly disclaim all, and you receive no, warranties and conditions of any kind, whether express or implied, including by not limited to, those of merchantability, satisfactory quality, title, fitness for a particular purpose, and non-infringement. We do not guarantee that the Platform or any Services are error-free and the availability and functionality of the Platform may be subject to limitations, delays and interruptions beyond our control. In fact, as with all software, we can almost guarantee that the software will have bugs of some description and so care must be taken to check and double check that your details are correct.

Use of AI and Automated Systems

The Platform and Services extensively utilise artificial intelligence, machine learning models, and automated systems to generate documents, provide suggestions, and deliver various Services. These AI systems are widely known to produce errors and hallucinations and you understand and acknowledge this. You also acknowledge and agree that all AI-generated output is provided for informational and self-service purposes only and should not be relied upon as definitive legal, tax, accounting, or governance advice.

We expressly disclaim all liability for any errors, omissions, inaccuracies, or unsuitable content in AI-generated output, and you agree that we shall not be liable for any damages, losses, or consequences arising from your use of or reliance upon such output. As this is a self-service platform, you are solely responsible for reviewing, verifying, and validating all AI-generated content before use, including checking for accuracy, completeness, and compliance with applicable laws and regulations.

You acknowledge that AI systems lack human judgment and comprehension and may produce output that is incorrect, inappropriate, or unsuitable for your specific circumstances. Most importantly, you acknowledge and agree that the ultimate responsibility for all corporate governance, compliance, regulatory filings, tax obligations, and legal matters remains at all times with the directors of your company, and that the use of our Platform and Services does not diminish or transfer these statutory and fiduciary duties.

We reserve the right to modify, suspend, or discontinue the Platform, or any part thereof, at any time. We shall not be liable to the User or any third party for any such modifications, suspensions or discontinuations.

Off-Platform Activities and Data Accuracy

Any corporate changes, filings, or legal, tax or accounting actions completed outside of the Open Forest platform will immediately compromise the integrity of your company's data and compliance records in our system. If you or your company make any changes directly with regulatory authorities, through other service providers, or by any means outside our Platform, you do so at your own risk.

Such actions will break the critical data chain that our Platform relies upon, resulting in incomplete, inaccurate, or misleading information about your company's corporate status and compliance position. We strongly advise against any off-platform activities as these will severely impair our ability to provide accurate monitoring, compliance tracking, and timely alerts.

We cannot accept responsibility or liability for any consequences, penalties, compliance failures, missed deadlines, or other issues that arise from or relate to activities conducted outside our Platform. By choosing to act outside the Platform, you acknowledge that you are effectively disabling our compliance and monitoring systems and assuming full responsibility for all resulting consequences.

The Open Forest Platform only works when used exclusively - partial use renders our Services unreliable and potentially dangerous to rely upon.

Legal Agreements

All legal agreements, contracts, documents, and templates provided through our Platform are offered as general guides and starting points only. These materials are not tailored to your specific circumstances or commercial requirements. We expressly disclaim all responsibility and liability for the suitability, enforceability, or legal effect of any agreements or documents generated through our Platform.

Before executing, relying upon, or entering into any legal agreement obtained through our Services, you should seek independent legal advice from a qualified lawyer who can review and adapt the documents to your particular situation.

You acknowledge that using our agreement templates without proper legal review is done entirely at your own risk. We accept no liability for any losses, disputes, claims, or damages that arise from the use of our template agreements, whether modified or unmodified. The provision of these templates does not constitute legal advice, does not create a solicitor-client relationship, and should not be treated as a substitute for professional legal counsel. By using any agreements or documents from our Platform, you accept full responsibility for their content and legal consequences.

Using AI tools (whether ours or third-party) to modify our template agreements significantly increases the risks and removes any connection to our intended use. AI systems cannot understand legal nuance, jurisdictional requirements, or your specific commercial context, potentially creating documents that are legally incoherent or unenforceable. We expressly disclaim all responsibility for any AI-modified documents. The combination of templates with AI modification compounds the uncertainties and should never be relied upon without comprehensive legal review. By using AI on any templates, you assume all risks and acknowledge that the resulting output bears no warranty or endorsement from us whatsoever.

Registration and access

In order to use the Services, you must incorporate a new company via the Platform which will establish a user account for you (the “User account”). Instructions on how to create a User account are set forth on our website.

You may choose a username and a password to sign in to your User account. If you choose to create a User account, the username and password which you choose must not be harmful, abusive, racially or ethnically offensive, sexually explicit, defamatory, infringing any intellectual property right or invasive of personal privacy rights. We have the right to change your username if it, in our opinion, violates these Terms.

When creating your User account, you will be asked to submit certain information about yourself and members of your team. Please read our Privacy Policy before you start using the Services.

Your User account is personal, and you are not allowed to transfer your User account to any third party or to allow a third party to use the Services through your User account. You are responsible for protecting your login information from access by unauthorised persons. If you have reason to believe that any third party has gained access to your User account, you must immediately inform us. We have the right, but not the obligation, to suspend access to your User account if we have reason to believe that any third party has gained unlawful access to your User account.

In order to make full use of the Services, you may need additional hardware such as a computer, smartphone or tablet. Such hardware is not provided by us and is your responsibility to acquire.

You are responsible for securing your access to the network connectivity necessary to use the Platform. There may be additional costs for e.g. transfers of data and messaging services. These costs are not paid by us. Furthermore, you are responsible for obtaining and keeping the necessary hardware or software up to date to access and use the Platform.

The Services may include third party services and content. Third party services and content in the Platform are not provided by and are subject to separate terms.

Usage Requirements

When using the Services on our Platform, you must comply with applicable laws, with these Terms and our instructions. We own all rights, title, and interest in and to the Services.

If you provide any feedback, we may use it without restriction or compensation to you.

You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop software that competes with the Platform; (iv) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Terms or; (vi) buy, sell, or transfer API keys without our prior consent.

Some parts of the Platform incorporate the use of large language models. When using our Services, the language model is an automated system and lacks human comprehension. We disclaim responsibility for the accuracy or reliability of the generated content if any discrepancies should arise.

Excessive or abusive use of our AI systems beyond normal business usage may result in additional fees being charged to your account. We reserve the right to implement usage limits and to charge for usage that exceeds reasonable thresholds, with prior notice where practicable.

The User under these Terms is the company entity itself, not any individual person. The company shall designate administrative users to manage its account on the Platform. If an administrative user leaves the company for any reason, including termination, resignation, or retirement, the company remains entitled to use the Platform but must promptly designate a new administrative user to manage the company's account. The company is responsible for ensuring appropriate access controls and managing the transition of administrative rights between individuals. All actions taken by administrative users shall be deemed actions of the company itself.

Availability

We reserve the right to temporarily or permanently deactivate or restrict access to the Platform, in whole or in part, due to:

a) Technical and/or security reasons;

b) Disruptions arising due to force majeure, i.e., events beyond our reasonable control, including but not limited to, pandemic and epidemic diseases, natural disasters, strikes, lockouts, official orders and/or lack of performance by subcontractors and/or third-party providers necessary for the proper provision and/or function of the Services; or

c) Your breach of these Terms.

We will, to the extent possible, provide you prior notice of the deactivation or restriction of your access to the Services.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Open Forest Limited, its affiliates, subsidiaries, directors, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages whatsoever, including without limitation damages for loss of profits, revenue, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages), arising out of or in connection with: (i) your use of or inability to use the Services or Platform; (ii) any unauthorised access to or use of our servers and/or any personal or corporate information stored therein; (iii) any interruption or cessation of the Services; (iv) any errors, viruses, or similar harmful components transmitted through the Platform; (v) any errors or omissions in any content or for any loss or damage incurred as a result of your use of any content or services; (vi) any regulatory penalties, compliance failures, or missed deadlines; (vii) any third-party services, integrations, or referrals; or (viii) any other matter relating to the Services.

In any event, our aggregate liability and that of our affiliates, subsidiaries, directors, officers, employees, agents, suppliers, and licensors, for any and all claims arising out of or related to these Terms or the Services, whether in contract, tort (including negligence), statutory duty, or otherwise, shall not exceed the total fees actually paid by you to us for the Services in the twelve (12) months immediately preceding the event giving rise to such liability.

The limitations in this section apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless Open Forest Limited, its affiliates, subsidiaries, and their respective directors, officers, employees, agents, suppliers, and licensors (collectively, the "Open Forest Parties") from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including reasonable legal fees and costs, that the Open Forest Parties incur or suffer which result from, arise out of, or relate to:

(a) your breach of these Terms, including any representation, warranty, or covenant herein;

(b) your violation of any applicable law, regulation, or third-party right;

(d) any content, data, or materials you submit, upload, or transmit through the Platform;

(e) your negligence, wilful misconduct, or fraud;

(f) any dispute between you and any third party relating to your use of the Services;

(g) any unauthorised use of the Platform through your User account;

(h) any failure to maintain accurate company records or comply with statutory filing requirements;

(i) any claims that your use of the Services infringes or misappropriates any third-party intellectual property rights; and

(j) any claims by tax authorities, regulatory bodies, or governmental agencies arising from your use of the Platform or reliance on the Services.

We reserve the right, at your expense, to assume exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate with our defence of such claims. You shall not settle any claim that affects Open Forest without our prior written consent.

Data Protection, Confidentiality and Security

Subject to the terms of our Privacy Policy and any private agreement between you and us, you hereby grant us a worldwide, non-exclusive, transferable and sub-licensable right to (i) use the data (including personal data) you provide while using the Services as necessary to provide you with the Platform, and (ii) use the data (including personal data) you provide while using the Services in an anonymised form for the purpose of managing and improving the quality, safety and security of the Platform.

We take reasonable technical and organisational security measures that we deem appropriate to protect your stored data against manipulation, loss, or unauthorised third-party access. Our security measures are continually adapted to technological developments.

We and the service providers that we retain are required to maintain secrecy and comply with applicable data protection legislation including GDPR. In addition, they are granted access to personal data only insofar as this is necessary for them to carry out their respective tasks or mandate.

We acknowledge the importance of protecting the confidentiality and security of user-uploaded documents. As part of our commitment to safeguarding user data, the user-uploaded documents are encrypted during transmission and storage to help ensure their confidentiality and integrity. Encryption is a security measure that converts the information contained in the documents into an unreadable format using cryptographic algorithms. Our encryption process helps protect the User’s documents from unauthorised access or interception by third parties. Your documents are stored on AWS servers.

While we take reasonable precautions to maintain the security of the encrypted documents, it is important to note that no method of data transmission or storage can be completely secure. Despite our efforts, there may be factors beyond our control that could potentially compromise the encryption or security of user-uploaded documents. By using our Services, the User acknowledges and accepts the inherent risks associated with data transmission and the potential for unauthorised access or breaches.

The User agrees that we shall not be held liable for any damages, losses or liabilities arising out of or related to the unauthorised access, disclosure, alteration, or destruction of user-uploaded documents, except in cases of proven wilful misconduct.

You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services on the Platform. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact us at info@openforest.co and provide details of the vulnerability or breach.

For more information on how we handle user data, please refer to our Privacy Policy.

We may track user behaviour in order to improve our Service. If you do not wish us to do so, please let us know or else refrain from using the Platform.

Intellectual Property Rights

The Services on our Platform and the content therein provided by us are the property of us, our direct or indirect subsidiaries or affiliated companies (hereinafter referred to collectively as “Group”) or our licensors. You must not sell, distribute, publish, broadcast, circulate, exploit, reproduce (in whole or part), transmit (by electronic means or otherwise), modify, display, redeliver, licence, or otherwise use the Services and/or Platform for any public or commercial purpose without our prior permission. All rights in the Services, including the software, the content, are protected and owned by the Group and its licensors.

Nothing in these Terms shall be construed as a transfer of ownership of the Services or any intellectual property rights such as trademark, service mark or logo, all of which are the property of us and our licensors. We reserve all rights with respect to the Services and any proprietary material and information.

‍Term and Termination

Your right to use the Services commences upon acceptance of these Terms and continues until terminated in accordance with this section.

We may immediately suspend your access to all or part of the Platform and Services, without prior notice, if we reasonably suspect unauthorised, fraudulent, or illegal use of your account; you fail to pay any fees when due; we believe suspension is necessary to prevent harm to the Platform, other users, or third parties; we receive a court order, regulatory directive, or legal request requiring suspension; you breach any material provision of these Terms; unusual activity on your account triggers our security protocols; maintenance, updates, or security measures require temporary suspension; or we reasonably believe your company has been dissolved, struck off, or ceased trading.

During any suspension period, you remain liable for all fees and obligations under these Terms. We will notify you of the suspension and its reasons where legally permissible and practicable.

Subject to any separate agreement between us, you may terminate these Terms at any time by providing thirty (30) days' written notice to us. However, termination does not relieve you of payment obligations for services already rendered or fees incurred during the notice period or prior to termination.

We reserve the right to terminate these Terms and your access to the Services at any time and for any reason, at our sole discretion, by providing you with thirty (30) days' written notice. If we terminate and you have prepaid fees for Services not yet rendered, we will provide a pro-rata reimbursement for the unused portion of your subscription period. During this thirty (30) day notice period, you must immediately take steps to find alternative service providers, particularly if you are using our Company Secretary or Registered Office services. You acknowledge that we will be resigning from these statutory roles at the end of the notice period and it is your responsibility to ensure replacement providers are appointed without delay to maintain statutory compliance. Failure to appoint replacement providers before our resignation takes effect is entirely at your risk and may result in regulatory penalties or compliance failures for which we accept no liability. Notwithstanding the foregoing, we may terminate immediately without notice if you materially breach these Terms; you fail to pay fees for fourteen (14) days; you become insolvent, file for bankruptcy, or cease business operations; continued provision of Services would violate applicable law; you engage in conduct that may harm our reputation or business; you use the Services for illegal purposes; or we are required to do so by law or court order. In cases of immediate termination for cause, no reimbursement will be provided.

Upon termination, all rights granted to you under these Terms immediately cease and you must stop all use of the Platform and Services. All outstanding fees become immediately due and payable. We may delete your data after thirty (60) days, except where retention is required by law, though you may request export of your data within thirty (30) days of termination. Certain provisions of these Terms that by their nature should survive termination, including but not limited to limitation of liability, indemnification, intellectual property rights, and confidentiality obligations, shall remain in effect after termination.

Following any suspension, we may reinstate your access at our sole discretion, potentially subject to conditions including payment of all outstanding fees, provision of additional verification information, or acceptance of modified terms. We are under no obligation to reinstate suspended accounts and may instead proceed directly to termination if we deem appropriate.

Changes

We may modify the Services on our platform and/or these Terms of Use, in whole or in part, for the following reasons: (i) to improve access to and use of the Services, including to add new features, (ii) as necessary to adapt the Services to changed legal requirements, (iii) to adapt the Services to an increased number of users, and/or (iv) to improve security.

Such modifications are made without additional cost for you. You shall be entitled to terminate these Terms of Use free of charge anytime after the receipt of the information that the Services and/or these Terms of Use has been modified or at the time when the Services and/or Terms of Use has been modified, whichever is later, if the modification negatively impacts your access to or use of the Services, unless such negative impact is only minor.

You will be informed in a clear and comprehensible manner of the modification reasonably in advance on a durable medium and of the right to terminate these Terms of Use.

Miscellaneous

These Terms of Use, our Privacy Policy and any private agreement between you and us will together constitute the entire agreement between you as a user and us with respect to the use of the Platform. We may amend and modify these Terms from time to time.

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

If any part of these Terms of Use is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms of Use, and the other parts will remain in full force and effect.

Governing law and dispute resolution

This Agreement shall be construed in accordance with and be governed by the laws of Ireland.

Disputes regarding these Terms of Use will exclusively be resolved by the competent court of Ireland.

‍Contact us

Please use the following contact details when you contact us with your inquiries regarding the Services:

info@openforest.co

‍