Terms of Use - General Applicability

Last Updated: 10 January 2026

What is this document?

This document sets out the ground rules for using Open Forest's platform and services.

It explains what we do (and importantly, what we don't do), your responsibilities as a user, and how we handle everything from payments to data security.

We've tried to be as transparent as possible about the limitations and risks involved in using automated compliance technology, because we believe you deserve to know exactly what you're signing up for.

While it's a legal document and covers important topics like liability and intellectual property, we've written it in plain English wherever possible. Please read it carefully before using our platform - and if anything's unclear, just ask (or ask AI).

How do I navigate this document?

1. Read these General Terms of Use first to understand the baseline rules for using the Open Forest platform.

2. Then read our Terms of Use for each specific Service (such as our Accounting & Tax Services (the “Finance Terms of Use”) or Governance Services (the "Governance Terms of Use”), additional service-specific terms will apply that contain detailed provisions relevant to those particular services.

These General Terms of Use, the Finance Terms of Use, the Incorporation Terms of Use and the Governance Terms of Use (together or individually, as the context requires, the “Terms of Use”) should be read as one document.

Definitions in any of the Terms of Use shall apply equally across each individual term of use document.

1. DEFINITIONS AND INTERPRETATION

1. In these Terms of Use:

"Client" or "user" means the corporate entity that has registered on the Platform, and specifically excludes any individual person associated with that corporate entity (including directors, employees, shareholders, investors or administrative users) nor any affiliate, subsidiary, or related corporate entity;

"Services" means the services or solutions provided on the 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, and any additional services as defined in each Terms of Use;

"Service Schedule" means any schedule or written confirmation (including email confirmation) setting out the specific services to be provided, the applicable Fees, and any special terms agreed between the Client and us;

"Fee" means the professional fees and expenses as communicated to the Client in writing (including by email) or as stated on our website;

“Open Forest” means Open Forest Limited and/or Open Forest UK Limited;

"Open Forest Limited" means the Irish incorporated entity (Company Number: 756004), which provides Services in respect of the Republic of Ireland;

"Open Forest UK Limited" means the UK incorporated entity (Company Number: 16532508), which provides Services in respect of the United Kingdom;

“Platform” means the Open Forest software 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

"we", "us", or "our", means Open Forest (as applicable to the Services being provided) and its respective partners, directors, members, employees, consultants, and subcontractors;

"Work Product" means all reports, advice, documents, and other materials produced by us in providing the Services;

"Working Day(s)" means days other than Saturdays, Sundays, and public holidays observed in the Republic of Ireland and the United Kingdom, as applicable to the service provider entity;

“you” means the Client.

ABOUT OPEN FOREST

2. Open Forest is a technology platform that facilitates companies with self-service legal, tax, accounting and corporate governance solutions and services.

3. Open Forest is also an authorised “Trust or Company Service Provider” approved and authorised in Ireland to provide company incorporation services, company secretarial services and registered office services.

4. Open Forest is not a law firm, tax advisory firm or an accounting firm and does not hold itself out as such.

5. As is appropriate for any alternative compliance service provider, Open Forest is not registered with any legal or any accountancy body but our lawyers and accountants are registered with their respective governing bodies.

6. While Open Forest employs lawyers, tax advisors and accountants from time to time, any information provided to a Client or on our website by Open Forest, which appears to be legal, tax or accounting advice, unless otherwise agreed, should not be treated as such. Such information is merely ancillary information to facilitate the use of our Services.

7. Open Forest warrants that it has all necessary and required licences and authorisations necessary to provide the Services.

8. While Open Forest does have the authority and experience to provide professional advice in certain circumstances, any such advice must be specifically engaged as such and confirmed to be so in writing by Open Forest specifically to a Client and specifically in relation to a clearly identified matter.

9. Any other information provided by Open Forest that does not meet the criteria outlined above is merely information provided in order to facilitate administration and is not to be relied upon as professional advice.

10. You acknowledge that Open Forest is engaged to assist you in relation to specific matters only, rather than being your advisors for general purposes.

11. Where we do provide specific professional advice pursuant to a separate written engagement, such advice shall be provided with the reasonable skill and care expected of a competent professional advisor in the relevant field. For all other Services, we provide administrative and facilitation services with reasonable skill and care appropriate to the nature of those Services.

APPLICATION OF TERMS

12. These Terms of Use apply to all Services provided by Open Forest and form the contract between the Client and Open Forest.

13. By instructing us to provide Services, making payment for Services, signing any Service Schedule or written confirmation, or otherwise accepting our Services, the Client agrees to be bound by our Terms of Use.

14. Our Services are provided solely to the Client. Any individuals accessing the Platform do so only as representatives of the Client and are not clients of Open Forest in their personal capacity.

15. The Terms of Use constitute the entire agreement between the parties and supersede all previous agreements, understandings, and representations, except where we have provided a written Service Schedule or written confirmation of specific services, in which case the Terms of Use apply together with that Service Schedule or confirmation.

16. Any variation to the Terms of Use must be agreed in writing and signed by a partner or director of Open Forest.

17. If there is any conflict between the Terms of Use and any Service Schedule or written confirmation, the Service Schedule or written confirmation shall prevail to the extent of the inconsistency.

18. The Client shall be deemed to have accepted these Terms of Use if the Client:

    1. Engages with our onboarding process on our website;

    2. instructs us to commence providing Services;

    3. makes payment for Services;

    4. provides information or documents for the purpose of receiving Services;

    5. signs any Service Schedule, proposal, quotation, or order form; or

    6. continues to receive Services after these Terms of Use have been provided or made available to the Client.

SCOPE OF SERVICES

19. 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 the Terms of Use.

20. Open Forest shall provide the Services with reasonable skill and care in accordance with professional standards applicable in the relevant jurisdiction (being the Republic of Ireland for Services provided by Open Forest Limited, and the United Kingdom for services provided by Open Forest UK Limited).

21. Any advice provided by Open Forest is based on the facts, information, and assumptions provided to us by the Client or on the Client's behalf. We are entitled to rely on such information without independent verification unless we expressly agree otherwise.

22. Our advice is provided solely for the Client's use and benefit and is based on circumstances and legislation current at the date of the advice.

23. All deliverables, including but not limited to corporate resolutions, notices, legal agreements, forms, financial statements, tax returns, VAT returns, payroll submissions, and other compliance filings, shall be prepared based upon the information, documents, and data provided by the Client.

24. Open Forest assumes no responsibility for any errors, inconsistencies, omissions, or inaccuracies that may subsequently arise in relation to the information furnished by the Client. The accuracy and completeness of our work is dependent upon the accuracy and completeness of the information provided to us by the Client.

25. Where the Services involve matters that continue over time, we are not obliged to update our advice for subsequent changes in circumstances or legislation unless expressly agreed.

26. We shall not be held liable for any missed compliance obligations, late filing penalties, or interest charges resulting from:

    1. the Client's failure to respond to our queries in a timely manner;

    2. the provision of incomplete, inaccurate, or late information or documentation;

    3. the Client being in arrears with Accounting Subscription Package payments.

27. The Client acknowledges that timely provision of complete and accurate information is essential to enable us to meet compliance deadlines and that failure to do so may result in penalties or interest charges for which we bear no responsibility.

28. The specific services to be provided will be:

    1. as set out in the Terms of Use relevant to each Service;

    2. as set out in any Service Schedule or written confirmation provided to the Client;

    3. as described in the subscription package selected by the Client (details of which are available on our website);

    4. as otherwise agreed in writing (including by email) between the Client and us; or

    5. as reasonably inferred from the nature of the Client's instructions and our professional relationship.

29. A comprehensive list of services included within each subscription package is available on our website.

EXCLUDED SERVICES

30. Unless expressly agreed otherwise in writing, the Services do not include:

    1. advice on the laws, regulations, accounting standards, tax rules, policies or guidance documents of any jurisdiction other than the jurisdiction in which relevant Open Forest entity operates (being the Republic of Ireland for Open Forest Limited, and the United Kingdom for Open Forest UK Limited);

    2. Services requiring authorisation or licensing in jurisdictions where we are not authorised or licensed;

    3. detection or prevention of fraud, irregularities, or illegal acts;

    4. guarantee of any particular financial outcome or investment return;

    5. information technology, cybersecurity, or data protection services beyond incidental matters arising in the course of providing the Services;

    6. any compliance obligations, advisory services, or other professional services falling outside the scope of services explicitly identified as being included within the Services or as otherwise agreed in writing;

(together, the "Excluded Services").

31. The Client acknowledges that Excluded Services remain the Client's responsibility and that the Client must make alternative arrangements for the provision of Excluded Services, whether by engaging other professional advisors or by undertaking such services themselves.

32. Further details of the Excluded Services are set out in each of the Terms of Use.

33. We shall bear no responsibility whatsoever for Excluded Services unless we have expressly agreed in writing to provide such services.

34. Where the Client requests that we provide Excluded Services:

    1. we may, at our sole discretion, agree to provide such services subject to a separate written agreement and payment of additional Fees;

    2. any such agreement must be documented in writing and Fees must be agreed at least three months prior to the relevant compliance deadline (or such shorter period as we may agree in our absolute discretion);

    3. where urgent Excluded Services are required with less than three months' notice, we reserve the right to decline the engagement or to charge premium rates reflecting the urgency.

USE OF AI AND AUTOMATED SYSTEMS

35. The Platform and Services extensively utilise artificial intelligence, machine learning models, and automated systems to generate documents, provide suggestions, and deliver our Services. 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.

36. 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 the Platform 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.

37. 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.

38. 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

39. Any corporate changes, filings, or legal, tax or accounting actions completed outside of the Platform will immediately compromise the integrity of the Client's data and compliance records on the Platform. Where Client makes any changes directly with regulatory authorities, company registries, through other service providers, or by any other means outside our Platform, you do so at your own risk.

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

41. 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 by you (or any member of your company) outside our Platform.

42. 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.

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

USAGE REQUIREMENTS

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

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

46. 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 of Use; or (vi) buy, sell, or transfer API keys without our prior consent.

47. 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.

48. 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.

49. The Client shall designate administrative users to manage its account on the Platform. If an administrative user leaves the Client for any reason, including termination, resignation, or retirement, the Client remains entitled to use the Platform but must promptly designate a new administrative user to manage the Client’s account. The Client is responsible for ensuring appropriate access controls and managing the transition of administrative rights between individuals.

50. The Client authorises Open Forest to accept and act upon any instructions received through the Client's User account (as defined below) or from any administrative user designated on the Platform. All actions taken by administrative users are binding on the Client, and we are entitled to rely on such instructions without further verification of authority. The Client is solely responsible for managing access to its account, including designating and removing administrative users and maintaining password security. The Client must notify us immediately in writing if any administrative user's authority is revoked or if unauthorised access occurs, but until we receive such notice, we may continue to act on instructions from any person accessing the Client's account.

AVAILABILITY

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

    1. technical and/or security reasons;

    2. 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

    3. your breach of these Terms of Use;

    4. failure by you to pay outstanding Fees.

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

53. 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.

54. 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.

55. Open Forest shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, government action, failure of telecommunications, IT systems or utilities, pandemic, epidemic, or communicable disease.

REGISTRATION AND ACCESS

56. In order to use the Services, you must complete our onboarding process 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.

57. 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 of Use.

58. 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.

59. 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.

60. 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.

61. 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.

JURISDICTIONAL LIMITATIONS

62. Open Forest provides its Services exclusively within the Republic of Ireland (through Open Forest Limited) and the United Kingdom (through Open Forest UK Limited).

63. We are not responsible for monitoring, advising on, or fulfilling the Client's compliance obligations, regulatory requirements, or tax obligations in any jurisdictions other than the Republic of Ireland and the United Kingdom.

64. If the Client has operations, transactions, employees, tax obligations, or regulatory requirements in any other jurisdiction where such information is pertinent to Open Forest services, the Client must:

    1. inform us of such matters in writing;

    2. engage appropriately qualified professional advisors in those jurisdictions;

    3. ensure compliance with all applicable laws and regulations in those jurisdictions.

65. We accept no responsibility or liability for any penalties, interest, non-compliance, or other consequences arising from the Client's obligations in jurisdictions outside the Republic of Ireland and the United Kingdom.

CUSTOMER SUPPORT LIMITATIONS

66. Customer support services are provided subject to fair and reasonable usage limits as follows:

    1. Video call support: Video calls may be arranged subject to availability and payment of additional Fees. Open Forest reserves the right to request a call with Client if further information is required to undertake our Services.

    2. Email and chat support: Subject to a fair usage limit. Clients are expected to consolidate queries where possible and to make reasonable use of support services.

67. Should the Client consistently transmit in excess of 5 emailed or chat queries to us per calendar month (calculated as a rolling three-month average), we reserve the right to:

    1. notify the Client that support usage is exceeding fair usage limits;

    2. request that the Client consolidate queries or reduce the frequency of queries;

    3. increase the price of the Client's Accounting Subscription Package to reflect the heightened level of customer support required, with such increase to take effect from the following month; or

    4. recommend that the Client upgrade to a higher service tier that includes enhanced support.

68. The Client acknowledges that the Fees for the Accounting Subscription Package reflect standard support levels and that excessive support requirements may necessitate additional charges.

69. Urgent or complex queries that require significant research, analysis, or professional judgment may be classified as advisory services and charged separately from the Accounting Subscription Package.

70. Support services are provided during normal business hours (9:00 AM to 6:00 PM on Working Days). We do not guarantee response times but will endeavor to respond to queries within a reasonable timeframe having regard to the urgency and complexity of the matter.

CLIENT RESPONSIBILITIES

71. The Client shall:

    1. carefully read all correspondence and notifications sent to Client (or any director, shareholder or company secretary thereof) by Open Forest as soon as reasonably practicable;

    2. act without delay on any compliance matters notified to you by Open Forest or available to you via the Platform;

    3. provide complete, accurate, and timely information and documentation as reasonably required;

    4. respond promptly to our requests for information, decisions, or approvals;

    5. notify us immediately of any material changes in circumstances;

    6. inform us of any facts, matters, or circumstances that may affect the Services;

    7. not withhold any information that could reasonably be expected to affect our advice;

    8. maintain adequate records and documentation of their business affairs.

72. The Client warrants that all information, documents, and representations provided to us are true, complete, and accurate in all material respects.

73. The Client acknowledges that the quality and timeliness of our Services depend on the timely provision of complete and accurate information by the Client.

USE OF CLIENT INFORMATION IN MARKETING MATERIALS

74. Open Forest may use the Client's profile information, basic company details, and information about the Services provided to the Client in case studies, testimonials, marketing materials, promotional content, and other communications that Open Forest may publish on its website, social media platforms, or other marketing channels.

75. The information used in such case studies may include, without limitation, the Client's company name, industry sector, company size, services purchased, implementation timeline, and general outcomes or benefits achieved through use of the Platform and Services. Open Forest will use reasonable efforts to present such information in a professional manner that reflects positively on the Client's business.

76. Open Forest may, at its discretion, seek prior approval from the Client before publishing case studies or marketing materials that reference the Client, but Open Forest is under no obligation to do so. The Client's use of the Platform and Services constitutes consent for Open Forest to use the Client's basic company information in marketing materials unless the Client expressly objects in writing.

77. If the Client requests that Open Forest remove any case study, testimonial, or marketing material that references the Client, Open Forest shall use reasonable efforts to remove such content from Open Forest's website and social media platforms within 3 Working Days of receiving the Client's written request. The Client acknowledges that once content has been published on third-party platforms, shared by other users, or indexed by search engines, Open Forest cannot guarantee complete removal from the internet, though Open Forest will remove content from all platforms under Open Forest's direct control.

78. The Client may opt out of being featured in case studies or marketing materials by notifying Open Forest in writing at any time. Such opt-out requests will be implemented within 5 Working Days and will prevent Open Forest from using the Client's information in future marketing materials, though content already published may take up to 5 Working Days to remove as set out above.

FEES AND PAYMENT

79. The Client shall pay our Fees in accordance with the payment terms set out below.

80. Open Forest’s policy is to collect Fees in advance as the nature of the work is irreversible and Open Forest performs the Services as soon as reasonably practical after payment.

81. Unless alternative payment terms have been expressly agreed in writing, payment is required before commencement of initial Services. For recurring subscription Services, payment is required on each billing date to avoid service interruption.

82. Client acknowledges and accepts that Open Forest has no obligation to provide any Services whatsoever for as long as Client has any outstanding invoices or payments.

83. If the Client fails to pay any invoice by the agreed due date:

    1. we reserve the right to postpone the commencement of the Services, including in cases where it will cause Client to become non-compliant;

    2. we reserve the right to charge interest on overdue amounts at an arm's length interest rate or the maximum rate permitted by law, whichever is lower;

    3. we may suspend provision of Services until payment is received (including suspension of access to accounting software, processing of transactions, or preparation of compliance filings);

    4. the Client acknowledges that non-payment may result in missed compliance deadlines for which Open Forest shall bear no responsibility;

    5. we may terminate the engagement in accordance with these Terms of Use.

84. The Client shall pay all Fees exclusive of any applicable taxes. The Client is responsible for all taxes, including VAT, that may be applicable.

85. All payments must be made through the payment methods available on the Platform. We do not accept payment by bank transfer, cheque, or cash.

LIMITATION OF LIABILITY

86. To the maximum extent permitted by applicable law, in no event shall Open Forest, 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.

87. 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 of Use or the Services, whether in contract, tort (including negligence), statutory duty, or otherwise, shall not exceed (i) the monetary amount of your actual damages including legal fees or (ii) ten (10) times 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, whichever the lesser.

88. 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 of Use 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.

89. Nothing in these Terms of Use shall exclude or limit our liability for:

    1. death or personal injury caused by our negligence;

    2. fraud or fraudulent misrepresentation;

    3. any other liability that cannot be excluded or limited by applicable law.

90. We shall not be liable to the Client for:

    1. any indirect, consequential, special, or incidental losses or damages including (but not limited to) loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, or loss of reputation;

    2. any punitive, exemplary, or aggravated damages;

    3. any losses arising from third-party claims;

    4. any losses or damages arising from the Client's failure to provide complete and accurate information;

    5. any losses or damages arising from circumstances, facts, or matters not disclosed to us by the Client;

    6. any losses or damages arising from cyber incidents, including (without limitation) unauthorised access to, loss of, corruption of, or inability to access data or computer systems, or any breach of data protection laws;

    7. any losses arising from the dishonest, fraudulent, or criminal conduct of the Client or any third party.

91. For the purposes of this Clause:

    1. all claims arising from the same act, omission, or related series of acts or omissions shall be treated as one claim;

    2. any claims made by associated or connected entities of the Client shall be aggregated and treated as one claim.

92. The Client acknowledges that the Fees charged by us reflect the limitations of liability set out in this Clause.

TIME LIMITATIONS FOR CLAIMS

93. The Client must notify us in writing of any complaint, concern, or circumstance which may give rise to a claim within 14 days of becoming aware (or reasonably ought to have become aware) of such matter.

94. No claim may be brought against us more than 2 years after:

    1. the date of completion of the relevant Services; or

    2. the date of the act or omission giving rise to the claim, whichever is earlier, regardless of when the Client became aware or ought reasonably to have become aware of the matter.

95. This Clause is without prejudice to any shorter time periods imposed by applicable law.

INDEMNIFICATION

96. You agree to indemnify, defend, and hold harmless Open Forest, 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:

    1. your breach of these Terms of Use, including any representation, warranty, or covenant herein;

    2. your violation of any applicable law, regulation, or third-party right;

    3. your use or misuse of the Platform or Services;

    4. any content, data, or materials you submit, upload, or transmit through the Platform;

    5. your negligence, wilful misconduct, or fraud;

    6. any dispute between you and any third party relating to your use of the Services;

    7. any unauthorised use of the Platform through your User Account;

    8. any failure to maintain accurate company records or comply with statutory filing requirements;

    9. any claims that your use of the Services infringes or misappropriates any third-party intellectual property rights; and

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

97. 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

98. 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.

99. 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.

100. 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.

101. 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.

102. 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.

103. 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.

104. 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.

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

106. 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

107. The Services on our Platform and the content therein provided by us are the property of Open Forest, our direct or indirect subsidiaries or affiliated companies (hereinafter referred to collectively as “Group”) or our licensors.

108. 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.

109. All rights in the Services, including the software, the content, are protected and owned by the Group and its licensors.

110. Nothing in these Terms of Use 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.

CHANGES

111. 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.

112. 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.

113. 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.

CYBERSECURITY AND DATA

114. The Client acknowledges that:

     1. electronic communications and data storage involve inherent security risks;

     2. we cannot guarantee the security of data transmitted electronically or stored on computer systems;

     3. we are not responsible for any unauthorised access, loss, corruption, or breach of data;

     4. our professional indemnity insurance does not cover cyber incidents, data breaches, or failures of computer systems.

115. The Client consents to our use of electronic communications and agrees to accept the risks associated with such communications.

116. We shall not be liable for any loss, damage, or expense arising from:

     1. cyber incidents, including hacking, malware, ransomware, or other cyber attacks;

     2. failure, unavailability, or corruption of computer systems, software, or electronic data;

     3. breaches of data protection laws or regulations;

     4. unauthorised disclosure of confidential or personal data;

     5. reliance on corrupted or compromised data or communications.

117. If we hold separate cyber insurance, our liability for cyber-related matters shall be limited to the amount recoverable under that insurance policy.

TERM AND TERMINATION

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

119. 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 of Use; 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.

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

121. Subject to any separate agreement between us and subject to any specific Terms of Use for a specific Service we provide, you may terminate these Terms of Use 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.

122. We reserve the right to terminate these Terms of Use 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.

123. Upon termination, all rights granted to you under the Terms of Use 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 (30) days, except where retention is required by law, though you may request export of your data within thirty (30) days of termination.

124. Certain provisions of these Terms of Use 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.

125. 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.

PROFESSIONAL INDEMNITY INSURANCE

126. We maintain professional indemnity insurance in accordance with the requirements of the Institute of Chartered Accountants in Ireland (for Open Forest Limited) and the Institute of Chartered Accountants in England and Wales (for Open Forest UK Limited).

127. The Client acknowledges that:

     1. our professional indemnity insurance is subject to terms, conditions, exclusions, and limitations;

     2. Open Forest Limited and Open Forest UK Limited maintain separate professional indemnity insurance policies applicable to their respective jurisdictions;

     3. certain matters may not be covered by our insurance (including, without limitation, cyber incidents, claims in jurisdictions outside the applicable service provider's operating jurisdiction, punitive damages, and dishonest or fraudulent acts).

128. Details of our professional indemnity insurance coverage are available on request.

DOCUMENT RETENTION

129. We shall retain documents and records relating to the Services for a period of 7 years from completion of the Services (or such longer period as may be required by law or professional regulations).

130. After that retention period, we may destroy documents and records without further notice to the Client.

131. The Client is responsible for retaining copies of all documents, records, and advice for its own purposes.

132. We may charge a reasonable fee for retrieving archived documents or providing copies of documents after completion of the Services.

COMPLAINTS AND DISPUTE RESOLUTION

133. If the Client has any complaint or concern about our Services, the Client should notify us immediately in writing, setting out full details of the complaint.

134. We shall investigate all complaints in accordance with our complaints procedure, a copy of which is available on request.

135. The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms of Use or the Services through good faith negotiations.

136. If a dispute cannot be resolved through negotiations within 30 days, the parties agree to attempt resolution through mediation before commencing legal proceedings.

137. Either party may refer a dispute to mediation by giving written notice to the other party. The mediation shall be conducted in accordance with:

     1. for disputes involving Open Forest Limited: the Mediation Rules of the Chartered Institute of Arbitrators (Irish Branch) or the Law Society of Ireland; or

     2. for disputes involving Open Forest UK Limited: the Mediation Rules of the Centre for Effective Dispute Resolution (CEDR) or such other mediation bodies as the parties may agree.

138. The parties shall share equally the costs of mediation.

139. Nothing in this Clause shall prevent either party from seeking urgent interim or injunctive relief from the courts.

SEVERABILITY

140. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

141. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.

142. Where any provision is found to be invalid, illegal, or unenforceable in relation to a particular Client due to consumer protection laws or other mandatory law, such finding applies only to that Client and does not affect the validity or enforceability of that provision in relation to other Clients.

GOVERNING LAW AND JURISDICTION

143. The Terms of Use shall be construed in accordance with and be governed by the laws of Ireland.

144. 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 or the Terms of Use:

info@openforest.co

© 2026 Open Forest Limited. All rights reserved.