Last Updated: 10 January 2026

What is this document?

This document sets out the specific rules and responsibilities for using Open Forest's accounting, tax, bookkeeping, and payroll services.

It explains how our finance services work, including critical deadlines for submitting documents, what happens when you exceed revenue thresholds, how catch-up charges work for mid-year sign-ups, and our strict payroll and expenses policy that governs all employee remuneration and benefits.

We've been particularly detailed about what services are excluded (there are many), your responsibility to monitor VAT registration thresholds, and the requirements around dormant entities and employee payments. These aren't optional guidelines - they're conditions of service that, if breached, can result in immediate service suspension or additional charges.

While this is a legal document covering important compliance matters, we've written it in plain English wherever possible. Please read it carefully before using our finance services - the devil is very much in the detail here.

How do I navigate this document?

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

2. Then read these Finance Terms of Use to understand the specific requirements, deadlines, pricing adjustments, and excluded services that apply to our accounting, tax, bookkeeping, and payroll services.

These Finance Terms of Use work together with the General Terms of Use and should be read as one document. Definitions in the General Terms of Use apply equally here.

DEFINITIONS AND INTERPRETATION

1. In these Terms of Use:

"Accounting Subscription Package" or "Subscription Plan" means the service package selected by the Client (such as Start Plan, Grow Plan, or other designated service tiers) as communicated in writing or selected through our website;

“Dormant Legal Entity” means a legal entity that is not registered for any taxes as a consequence of not trading and having no income or receipts whatsoever);

“Information Cut Off Date” means, in the context of bookkeeping, management and financial accounts preparation, and VAT compliance services, the 5th Working Day following the last day of relevant financial period and the final date by which the Client is required to provide Open Forest with a complete set of financial transaction documents and any other requested information relevant to that financial period;

“Mid-Year” means at any point after the start of the client’s financial year;

“Remuneration” means all forms of compensation, payments, benefits, and rewards provided by an employer to an employee, director, or other personnel in return for services rendered. This includes but is not limited to: salaries, wages, bonuses, commissions, overtime pay, holiday pay, sick pay, directors' fees, benefits-in-kind (such as company cars, health insurance, accommodation, or other non-cash benefits), pension contributions, share-based payments, stock options, expense reimbursements that constitute taxable benefits, severance or termination payments, and any other form of consideration or value transfer from the employer to the individual. Remuneration may be paid in cash, in kind, or through a combination of both.

"Services" means the professional accounting, tax, bookkeeping, payroll, and related services to be provided by us as specified in the Service Schedule or as otherwise agreed in writing;

"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;

“VAT Registration Threshold” means the annual taxable turnover limit set by the Revenue Commissioners, above which a business is legally required to register for Value Added Tax (VAT). Different thresholds apply depending on whether the business supplies goods or services, as prescribed by Irish tax legislation from time to time. A business must monitor its taxable turnover on a rolling 12-month basis and register for VAT when its turnover exceeds the applicable threshold, or when it reasonably expects to exceed the threshold in the next 30 days. Certain supplies and business activities may be exempt from or outside the scope of VAT, and specialized thresholds may apply to specific sectors or cross-border transactions. Mandatory VAT registration may also be triggered by intra-Community acquisitions or the receipt of certain services from abroad, regardless of domestic turnover levels.

SCOPE OF SERVICES

2. The specific services to be provided will be:

   1. as set out in these Terms of Use;

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

   3. as described in the Accounting 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.

ACCOUNTING AND TAX SERVICE TERMS

Basis of Deliverables

3. All deliverables, including but not limited to 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.

4. We assume 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.

Compliance Deadlines and Information Cutoff Dates

5. 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.

6. Documents or information received after the Information Cut Off Date date may be processed in the following financial period at our discretion, and we accept no liability for any compliance obligations missed as a result of late provision of information.

7. 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.

Pricing Adjustments

8. Where the Client's business activity results in movement from one revenue band, transaction limit threshold, or service tier to another (for example, transitioning from a Start Plan to a Grow Plan or equivalent service upgrade), pricing adjustments will be implemented with effect from the commencement of the first month during which the stipulated thresholds were exceeded.

9. Price adjustments shall apply irrespective of whether we issue the corresponding invoice for the price differential at a subsequent date.

10. The revenue band thresholds may be applied at consolidated group level rather than individual legal entity level.

11. The Client shall be notified in writing when thresholds are exceeded and pricing adjustments are to be implemented. Details of applicable thresholds and pricing bands are available on our website or on request.

12. Pricing adjustments are in addition to any fees payable for additional services.

Mid-Year Commencement and Catch-Up Charges

13. Where a Client signs up to an Accounting Subscription Package Mid-Year, the Client will be required to pay:

    1. a catch-up charge for the months already elapsed in that financial year for which accounting records, bookkeeping, or compliance services need to be prepared or updated;

    2. where applicable, an implementation fee if the Client has opening balances, historical transactions, or prior period data from previous financial periods that need to be incorporated into our financial records and accounting systems; and

    3. where applicable, a further implementation fee if the Client does not have a 31 December year end.

14. The catch-up charges will be calculated based on:

    1. the number of months elapsed in the current financial year prior to the Client's sign-up date;

    2. the monthly subscription fee applicable to the Accounting Subscription Package selected by the Client;

    3. the volume and complexity of transactions and data requiring processing for those elapsed months.

15. The implementation fees above will be calculated based on:

    1. the number of prior accounting periods requiring review and incorporation;

    2. the volume and complexity of opening balances, historical transactions, and prior period data;

    3. the condition and format of the existing accounting records (if any);

    4. the time and resources required to establish accurate opening positions, ensure continuity of financial records and amend the client's financial year end date to 31 December.

16. The catch-up charges and implementation fees are separate from and in addition to:

    1. the monthly Accounting Subscription Package fees stated on our website; and

    2. any other fees or charges applicable under these Terms of Use.

17. The Client acknowledges that:

    1. catch-up work for historical periods typically requires significant additional time and resources compared to ongoing monthly services;

    2. the quality of catch-up work is dependent upon the completeness and accuracy of historical information and records provided by the Client;

    3. the catch-up charges may be invoiced by us up-front at the time that the client signs up to the Accounting Subscription Package, or at a later date such as when we are preparing to start work on the Annual Financial Statements or the Annual Corporation Tax return;

    4. delays in providing historical information may result in additional charges or delays in completing the catch-up work.

Additional Charges for Tax Authority Correspondence

18. The provision of responses to queries, correspondence, or interventions from any tax authority, revenue authority, or regulatory body (including but not limited to Revenue Commissioners, HM Revenue & Customs, Companies Registration Office, or Companies House) concerning any submitted tax return, VAT return, registration application, or other compliance filing will incur an additional charge.

19. The additional charges set out above are separate from and in addition to the fee for the original tax return filing, registration, or compliance service itself.

20. We shall notify the Client of the anticipated additional charges before commencing work on responding to tax authority queries, save in urgent circumstances where immediate response is required to protect the Client's interests.

21. The Client acknowledges that tax authority queries may arise due to matters within or outside the Client's control, and that our fees for responding to such queries reflect the additional time and expertise required.

Excluded Services

22. Any compliance obligations, advisory services, or other professional services falling outside the scope of services explicitly identified as being included within the Accounting Subscription Package or as otherwise agreed in writing ("Excluded Services") remain the sole responsibility of the Client.

23. Unless expressly agreed otherwise in writing, Excluded Services include, but are not limited to:

    1. Integration with the Client's third-party software systems, including but not limited to integration with online storefront software such as Shopify, WooCommerce, Amazon, eBay, Etsy, or Wix;

    2. One Stop Shop (Union or Non-Union) VAT registration and filings for distance sales of goods or services within the European Union;

    3. Coordination, preparation, or filing of VAT returns for other EU member states or any jurisdictions outside the Republic of Ireland and the United Kingdom;

    4. Submission of VAT reclaim applications for VAT paid in other EU member states or foreign jurisdictions;

    5. Detailed investigation, analysis, or advisory services concerning the VAT recoverability position for the Client in respect of employee expenses, travel costs, entertainment expenses, or any other expenditure categories;

    6. Intrastat Returns or declarations for movements of goods within the European Union;

    7. Applications for Tax Clearance Certificates or equivalent certificates of good standing with tax authorities;

    8. Director or shareholder personal Income Tax filings, Self-Assessment returns, or personal tax compliance, regardless of whether we have been appointed as the individual's tax agent for the limited purpose of registering the individual for income tax in connection with the company's Corporation Tax registration or business tax registration;

    9. Returns, filings, or compliance obligations related to share-based remuneration, employee share schemes, share option plans, restricted stock units, or other equity compensation arrangements;

    10. Tax advisory services, tax planning services, or tax structuring advice, whether personal or corporate in nature;

    11. Tax compliance obligations concerning employee or director remuneration, benefits, expenses, or gifts provided outside of and not in adherence with our Payroll and Expenses Policy;

    12. Preparation, maintenance, or updating of transfer pricing documentation, master files, local files, or country-by-country reports;

    13. Formulation, implementation, application, or monitoring of transfer pricing policies or arm's length pricing methodologies;

    14. Audit coordination, liaison with external auditors, preparation of audit files, or provision of support during statutory audits or tax audits;

    15. Company secretarial services beyond basic compliance matters included in the Accounting Subscription Package;

    16. Corporate restructuring, merger and acquisition support, due diligence services, or transaction advisory services;

    17. Business valuations, financial modeling, or investment appraisals;

    18. Forensic accounting, fraud investigation, or dispute resolution services;

    19. Customs duty declarations, import/export compliance, or international trade documentation;

    20. Preparation or review of management accounts beyond the standard format included in the Accounting Subscription Package;

    21. Cash flow forecasting, budgeting, or financial planning services beyond basic advisory included in the package;

    22. Payroll services for jurisdictions outside the Republic of Ireland and the United Kingdom;

    23. Registration with or compliance reporting to regulatory bodies, professional bodies, or licensing authorities (other than tax authorities covered by the package);

    24. Attendance at Client meetings, board meetings, or shareholder meetings (unless specifically agreed in writing).

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

Where the Client requests that we provide Excluded Services:

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

26. 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);

27. 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.

24. 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.

25. A comprehensive list of services included within each Accounting Subscription Package is available on our website.

VAT Registration Monitoring

26. The Client is solely responsible for monitoring applicable VAT Registration Thresholds in all relevant jurisdictions and for timely notification to us once the submission of a VAT registration application becomes requisite.

27. We do not monitor the Client's turnover or sales for the purposes of VAT registration threshold compliance unless we have expressly agreed in writing to provide such monitoring services.

28. The Client shall notify us immediately in writing if:

    1. the Client's turnover exceeds or is likely to exceed the applicable VAT registration threshold in any jurisdiction;

    2. the Client commences making taxable supplies in any new jurisdiction;

    3. the nature of the Client's business changes in a way that may affect VAT obligations;

    4. the Client becomes aware of any VAT registration obligation in any jurisdiction.

29. We shall not be liable for any penalties, interest, or additional VAT liabilities arising from the Client's failure to notify us of VAT registration requirements in a timely manner, or from late VAT registration.

30. This Clause applies to VAT registration in the Republic of Ireland and the United Kingdom. VAT obligations in other jurisdictions are Excluded Services.

Dormant Entity Notifications

31. For any Client that constitutes a Dormant Legal Entity for tax purposes, it is incumbent upon the Client to inform us in writing at least two months in advance of that legal entity:

    1. receiving any form of income, receipts, or revenue;

    2. commencing any trading or business activity;

    3. incurring any expenditure that may have tax implications;

    4. entering into any transactions or arrangements that may affect its dormant status.

32. The two-month notice period is necessary to enable us to:

    1. (i) register the entity for appropriate taxes;

    2. (ii) establish necessary accounting systems and processes;

    3. (iii) ensure compliance with all applicable obligations from the commencement of activity.

33. We shall not be liable for any penalties, late registration charges, interest, or compliance failures arising from the Client's failure to provide timely notification, or from the Client providing less than two months' notice.

34. If the Client provides less than two months' notice, we reserve the right to:

    1. decline to act until proper systems can be established;

    2. charge additional fees reflecting the urgency and additional work required; or

    3. accept the engagement on the basis that we shall not be liable for any missed compliance obligations during the initial period.

PAYROLL AND EXPENSES POLICY

Application of this Policy

35. This Payroll and Expenses Policy applies to all Clients to whom we provide payroll services or payroll compliance services as part of the Accounting Subscription Package or pursuant to a separate agreement.

36. Compliance with this Policy is a condition of our provision of payroll services.

37. The Client acknowledges that adherence to this Policy is necessary to ensure proper tax and employment law compliance and to enable us to prepare accurate payroll submissions and filings.

38. This Policy may be updated from time to time. We shall notify the Client of any material changes and the updated Policy shall be available on our website.

Approval Requirements for Remuneration and Benefits

39. The payment of Remuneration to employees or directors must be approved by us in writing before payment is made by the Client.

40. Permitted non-salary benefits that may be provided to employees or directors (subject to prior written approval by us) include:

    1. Employer pension contributions to approved pension schemes;

    2. Share-based remuneration through approved share schemes;

    3. Employer contributions to health insurance or private medical insurance;

    4. Life assurance or death-in-service benefits;

    5. Income protection insurance or permanent health insurance;

    6. Company car benefits (subject to appropriate taxation);

    7. Other benefits expressly approved by us in writing.

41. Apart from the benefits listed above and the permitted employee gifts and entertainment also outlined below, no other personal non-business related expenditure may be incurred by the Client for the benefit of employees or directors without our prior written approval.

42. Requests for approval under this Clause must be submitted to us in writing via:

    1. the chat function in the accounting software used by both the Client and us; or

    2. email to the contact person communicated to the Client; and must include full details of the proposed payment or benefit, the recipient(s), the amount, and the business justification.

43. We shall endeavor to respond to approval requests within 3 Working Days, but the Client must not proceed with any payment or benefit until written approval has been received.

Permitted Employee Gifts

44. The provision of gifts to employees or directors must be approved by us in advance and must adhere to the following rules in terms of payment method, nature, quantity, and value.

45. Payment Method: The Client company must pay for gifts directly (i.e., gifts cannot be claimed back by employees through expense reimbursement claims).

46. Nature of Gifts: Only the following categories of items are permitted as employee gifts:

    1. Vouchers or gift cards which are not redeemable for cash;

    2. Tangible gifts such as Christmas hampers, bottles of wine or spirits, watches, flowers, chocolates, or other similar items;

    3. Personal memberships such as annual gym membership, club membership, or similar memberships.

47. Value and Quantity Limitations:

    1. No single employee or director may be provided with more than 5 gifts in any one calendar year;

    2. The total value of all gifts provided to any one employee or director in any one calendar year must not exceed €1,500 (or £1,500 for UK entities);

    3. Gifts must be provided on an equitable basis having regard to the employee's role and seniority.

48. Gifts that do not comply with the requirements of this Clause may result in tax liabilities, benefit-in-kind charges, and reporting obligations for which we accept no responsibility if provided without our prior approval.

49. The Client must notify us of all employee gifts promptly to enable proper tax compliance and record-keeping.

Employee Entertainment

50. Apart from business travel and subsistence expenses referred to above, the only permitted employer-paid staff meals, drinks, or entertainment is the provision of up to 2 staff parties or social events per calendar year.

51. Permitted staff events include (but are not limited to):

    1. Christmas party or holiday celebration;

    2. Summer event or team-building activity;

    3. Company anniversary celebration;

    4. Significant milestone celebration (e.g., major contract win, company achievement).

52. Such events must be:

    1. Fully inclusive: all employees of the relevant entity (being all Irish employees for Open Forest Limited clients, or all UK employees for Open Forest UK Limited clients) must be invited;

    2. Reasonable in cost: all costs incurred must be reasonable and in line with industry standards having regard to the size and nature of the Client's business;

    3. Appropriately documented: receipts and records of attendance must be maintained.

53. The following restrictions apply to staff events:

    1. No spouses or partners: spouses, partners, or family members of employees may not be invited or have their attendance costs paid by the employer;

    2. No accommodation: overnight accommodation for employees may not be provided or paid for by the employer;

    3. Transport home: reasonable costs of transport home after the event (such as taxi fares) may be paid for by the employer.

54. All references to "employees" or "staff" in this Clause also include company directors.

55. Staff entertainment that does not comply with the requirements of this Clause may be treated as taxable benefits and may result in additional tax liabilities for which we accept no responsibility if provided without our prior approval.

Reimbursement of Employee Expenses

56. The reimbursement of the following categories of expenses to employees or directors requires prior written approval from us before payment is made to the employee or director:

    1. Business travel and subsistence expenses: including but not limited to accommodation, meals while traveling, public transport, taxi fares, car hire, parking, and other travel-related costs. Valid receipts must be provided in all cases except for mileage claims, which may be paid in line with applicable civil service rates or revenue-approved rates without receipts. Detailed records of business mileage (including dates, destinations, and business purpose) must be maintained;

    2. Professional subscriptions: referring to business-related annual fees paid to a professional institute, professional body, or regulatory body that maintains the employee's personal professional status, accreditation, or license to practice in their professional field.

57. Notification to us for approval must be made in writing via:

    1. the chat function in the accounting software used by both the Client and us as the accountant; or

    2. email to the contact person communicated to the Client.

58. The reimbursement of other employee or director expenses not specified above may be made without prior approval from us, provided that:

    1. the expenses are wholly and exclusively for business purposes;

    2. the expenses are reasonable in amount;

    3. valid receipts and supporting documentation are obtained and retained;

    4. detailed records are maintained showing the business purpose of each expense.

59. It is the Client's responsibility to ensure that all expenses reimbursed to employees or directors are wholly and exclusively business-related and are properly documented.

60. We reserve the right to:

    1. query any expense that appears to us to be non-business related or excessive;

    2. require additional documentation or explanation;

    3. reclassify expenses as taxable benefits if they do not meet the requirements for tax-deductible business expenses;

    4. refuse to process expense reimbursements that do not comply with this Policy.

Responsibility for Information Provided

61. All payroll submissions, filings, and employment tax-related compliance deliverables will be prepared based on the information, data, and instructions provided by the Client.

62. We bear no responsibility for any errors, inconsistencies, omissions, inaccuracies, or non-compliance that may come to light in relation to the information provided by the Client, including but not limited to:

    1. incorrect employee details, tax codes, or personal information;

    2. incorrect salary, commission, or bonus amounts;

    3. failure to notify us of employees joining or leaving;

    4. failure to notify us of changes in employee circumstances;

    5. unauthorized payments or benefits provided to employees without our approval;

    6. expenses reimbursed that are not wholly business-related.

63. The Client must provide complete and accurate payroll information to us by the deadlines specified by us (typically at least 3 Working Days before payroll processing date).

Compliance Obligations

64. We are not responsible for any payroll compliance obligations or employment tax compliance obligations missed as a result of:

    1. (i) the Client failing to respond to our queries on a timely basis;

    2. (ii) the Client providing incomplete, inaccurate, or late information;

    3. (iii) the Client being in arrears with Accounting Subscription Package payments;

    4. (iv) the Client making payments or providing benefits to employees without our prior approval where such approval is required under this Policy.

65. All payroll-related penalties, interest charges, and compliance costs arising from the circumstances above shall be the sole responsibility of the Client.

Changes to the Payroll and Expenses Policy

66. We may update this Payroll and Expenses Policy from time to time to reflect changes in tax law, employment law, or our operational requirements.

67. We shall notify the Client of any material changes and the updated Policy shall be available on our website.

68. Continued use of our payroll services following notification of changes constitutes acceptance of the updated Policy.

Non-Compliance with this Payroll and Expenses Policy

69. If the Client fails to comply with this Payroll and Expenses Policy, we reserve the right to:

    1. suspend payroll services until compliance is achieved;

    2. charge additional fees for rectification work or corrective filings;

    3. terminate the payroll services engagement; or

    4. disclaim responsibility for any tax liabilities, penalties, or compliance issues arising from the non-compliance.

CLIENT RESPONSIBILITIES

70. The Client shall:

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

    2. act without delay on any accounting or tax compliance matters notified to the Client by Open Forest;

    3. provide complete and accurate financial information, business records, and supporting documentation as reasonably required for the preparation of accounts, tax returns, and provision of advisory services by the relevant Information Cut Off Date;

    4. respond promptly to requests for financial information, business decisions, tax elections, or approvals necessary for the timely completion of accounting and tax work;

    5. notify Open Forest immediately of any material changes in the business's circumstances, including changes to business structure, operations, ownership, banking arrangements, or financial position;

    6. inform Open Forest of any facts, matters, transactions, or circumstances that may affect the accounting treatment, tax position, or the services being provided;

    7. not withhold any financial or business information that could reasonably be expected to affect Open Forest's accounting work, tax advice, or compliance obligations;

    8. maintain adequate accounting records, financial documentation, and books of account in accordance with applicable legal requirements and make these available to Open Forest upon request.

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

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

PROFESSIONAL INDEMNITY INSURANCE

73. 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).

74. 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);

    4. the limitations of liability in these Terms of Use reflect the coverage available under our insurance.

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

FEES AND PAYMENT

76. The Client shall pay our Fees in accordance with the payment terms set out in the General terms and conditions document.

77. Pricing adjustments for changes in service tier or plan, Mid-Year commencement and catch-up charges are governed by clause 3 above.

‍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.