Last Updated: 10 January 2026

What is this document?

This document sets out the specific rules and responsibilities for using Open Forest's company secretary services, registered office services, compliance tracker, and legal document templates.

It explains what our governance services actually do (and crucially, what they don't do). Our company secretary service covers only routine administrative matters - no meetings, no strategic advice, no litigation support. Our registered office service only scans and uploads mail - we don't read it, act on it, or monitor deadlines. Our compliance tracker monitors potential obligations but guarantees nothing and breaks completely if you do anything off-platform.

We've been extremely clear about the risks: missing court documents sent to your registered office can result in default judgments, using our legal templates without independent legal review is done entirely at your risk, and modifying templates with AI is exceptionally dangerous. Upon termination, you have 30 days to replace us before we resign from statutory roles regardless of the consequences.

This is a legal document that defines very narrow service boundaries with significant liability exclusions. Please read it carefully - what we don't do is just as important as what we do.

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 Governance Terms of Use to understand the specific limitations, exclusions, and risks that apply to our company secretary services, registered office services, compliance tracker, and legal templates.

These Governance 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:

"Company Registry" means the Companies Registration Office in Ireland or the Companies House in the UK, whatever the context requires;

"Compliance Tracker" means the monitoring and alerting system provided through the Platform that analyses company characteristics including incorporation date, registered address, trading status, revenue thresholds, shareholder composition, directorship structure, and other corporate attributes to identify potential corporate obligations, upcoming statutory filings, deadlines, and other routine compliance matters based on data and information provided by the Client;

"Legal Actions" means, but is not limited to, share issues, share transfers, share buybacks, director appointments, director resignations, company secretary changes, constitutional amendments, capital reorganisations, or other corporate actions;

"Registered Office" means Venture Hub, 136 Capel Street, D01 T2C9, Dublin, Ireland;

"Tax Authority" means the Revenue Commissioners in Ireland or HM Revenue & Customs in the UK, whatever the context requires;

INTRODUCTION AND DOCUMENT STRUCTURE

Document Structure and Application

2. These Governance Terms of Use form part of Open Forest's broader Terms of Use framework and should be read together with the General Terms of Use and Finance Terms of Use where applicable.

COMPANY SECRETARY SERVICE

Service Overview and Statutory Role

3. Open Forest provides digital company secretary services where engaged to do so, either as part of a subscription package or as part of a company incorporation package.

4. The company secretary role encompasses statutory duties under the Companies Act (whether in the UK or Ireland) including maintaining statutory registers, maintaining the register of directors and secretaries, maintaining the register of members, filing notices of changes with the relevant registry, and other routine administrative matters.

Deliberate Scope Limitations

5. The service scope deliberately excludes matters requiring professional judgment, detailed legal analysis, or strategic consideration. Company secretarial services cover routine matters only.

6. Complex corporate transactions fall outside the service scope including mergers, acquisitions, demergers, schemes of arrangement, cross-border reorganisations, or any transaction involving multiple entities.

7. Litigation support is excluded encompassing support during legal proceedings, providing documentation for court cases, responding to discovery requests, or involvement in dispute resolution.

8. Regulatory investigations and inquiries are excluded including responding to queries from regulatory authorities beyond routine clarifications, coordinating responses to formal investigations, or providing detailed explanations of corporate actions.

Strategic Advice Excluded

9. Strategic corporate governance advice is not provided as part of the company secretary service. This includes advising on board composition, recommending governance structures, advising on corporate strategy or major transactions, providing opinions on director duties in specific situations, or advising on conflicts of interest.

10. Such matters require separate engagement of legal counsel or specialist advisors.

11. Where Open Forest does provide information with respect to this, it is provided as a recommendation only and such information must be considered as to its suitability by the Client themselves.

Basis of Service Delivery

12. The company secretary service operates based entirely on client-provided data and instructions.

13. Open Forest does not independently investigate company affairs, verify the accuracy of information provided, conduct due diligence on proposed transactions, or make autonomous decisions about corporate actions.

14. All company secretarial work proceeds on instructions received through the platform or from authorised representatives with appropriate written confirmation.

Routine Services Covered

15. Routine company secretary services covered as part of the standard engagement include:

    1. Acting as the statutorily required company secretary for the client company;

    2. All services relating to company incorporation including preparation of incorporation documents, constitutional documents, and initial statutory registers;

    3. Maintenance of statutory registers based on information and notifications provided through the platform;

    4. Other ancillary administrative matters reasonably incidental to the company secretary role.

Services Requiring Additional Charges

16. The following are explicitly excluded from routine services and require additional payment:

    1. Filing of annual returns with the Company Registry;

    2. Filing of beneficial ownership register updates and notifications with the Company Registry;

    3. Company secretary services in connection with Legal Actions.

17. Where Legal Actions are purchased and completed through the Platform, the company secretary service element (including updating statutory registers, creating share certificates, filing company registry forms, and all related administrative work) is built into the cost of that specific Legal Action.

18. However, where such Legal Actions are completed outside the Platform by the Client directly or through other service providers, an administrative fee will apply to update statutory registers, create necessary documentation, and maintain accurate corporate records.

19. Where clients require additional filings, these must be separately agreed in writing with appropriate fees determined in advance.

20. The company secretary service is designed to provide the statutory presence and routine administrative support required by law, but does not extend to comprehensive corporate governance facilitation without separate engagement and payment.

Services Not Included

21. The following services are completely excluded from the company secretary service and will not be provided under any circumstances:

    1. Attendance or participation at board meetings in any capacity;

    2. Attendance or participation at shareholder meetings in any capacity;

    3. Attendance or participation at bank meetings or meetings with financial institutions;

    4. Taking minutes of board meetings, shareholder meetings, or any other meetings;

    5. Physical presence at any meetings on behalf of the client.

22. The company secretary service is designed to provide the statutory presence and routine administrative support required by law through the platform only, operating entirely remotely without any in-person attendance or meeting participation.

Response Times and Deadlines

23. Response times for company secretarial services follow standard business practices rather than guaranteed timeframes.

24. Routine filings are prepared and submitted within reasonable periods following receipt of complete information and instructions.

25. Urgent matters may be accommodated subject to availability and payment of additional fees. However, Open Forest is not responsible for missed deadlines where information or instructions are provided late, where information is incomplete requiring clarification, where payment is overdue, or where circumstances beyond Open Forest's control prevent timely filing.

Director Responsibilities

26. Directors remain responsible for ensuring company secretary services are instructed on time. The company secretary cannot act without proper authorisation and complete information.

27. If board meetings are not held when required, if resolutions are not passed when necessary, if information about corporate changes is not provided promptly, or if instructions are ambiguous or conflicting, the company secretary cannot fulfill the role properly and the directors bear responsibility for any resulting compliance failures.

REGISTERED OFFICE SERVICE

Service Overview and Statutory Purpose

28. Open Forest provides a statutory Registered Office Address Service only. This is not a trading address, business address, correspondence address, or serviced office facility. This Service fulfills the statutory requirement that companies maintain a Registered Office Address in the jurisdiction of incorporation.

29. The Registered Office Address appears on the public register, on Company Registry records, and on official company documentation.

30. Open Forest does not provide a physical location for conducting business operations, meeting clients, receiving commercial mail, accepting deliveries, or maintaining a business presence. Clients requiring a trading address, business premises, or serviced office facilities must make separate arrangements with appropriate providers

Digital Mail Forwarding Only

31. The Service scope is limited to providing an address and forwarding digital copies of official correspondence received at that address.

32. Open Forest receives official postal correspondence sent to the Registered Office Address from the Company Registry, the Tax Authority, and other regulatory authorities. Upon receipt, that correspondence is scanned or photographed, and digital copies are uploaded to the Client's account on the platform for the client's attention.

33. While Open Forest will store hard copies of the correspondence received for 6 years, only digital copies are forwarded to Clients. Physical mail is not forwarded to alternative addresses, and Clients should not expect to receive original hard copy documents.

What the Service Does Not Include

34. The Registered Office Address Service explicitly does not include the following:

    1. reviewing the contents of correspondence received;

    2. taking action on correspondence received;

    3. responding to correspondence on the client's behalf;

    4. monitoring deadlines or due dates mentioned in correspondence;

    5. prioritising urgent correspondence over routine mail;

    6. providing any analysis or advice about correspondence received;

    7. sorting mail by priority or urgency;

    8. providing summaries of correspondence; or

    9. accepting deliveries requiring signature; or

    10. forwarding mail to third parties.

35. Clients acknowledge and agree that they will not attend, visit, or present themselves at the Registered Office Address unannounced or otherwise, as no facilities, reception services, or physical access are provided for Client use.

Client Responsibility for Mail Monitoring

36. Clients remain entirely responsible for monitoring their Registered Office Address correspondence, reading all mail promptly, identifying urgent matters requiring attention, taking appropriate action on correspondence received, and meeting any deadlines mentioned in correspondence.

37. The Registered Office Address Service does not provide any form of mail management, deadline tracking, or alert system beyond making correspondence available to Clients through the Platform.

High-Risk Correspondence Types

38. Certain types of correspondence carry particular risks if not addressed promptly.

39. Court documents and legal proceedings often have strict response deadlines and failing to respond can result in default judgments, enforcement action, or loss of legal rights. Statutory notices from regulators may require responses within specific timeframes with penalties for non-compliance.

40. Tax authority correspondence often contains deadlines for submitting information, making payments, or challenging assessments.

41. Formal complaints or legal claims may trigger obligations to notify insurers or take protective measures.

No Liability for Mail Consequences

42. Open Forest accepts no responsibility whatsoever for any consequences arising from mail received at the Registered Office Address including missed court deadlines, failure to respond to regulatory notices, failure to pay demands on time, failure to notify insurers of claims, or any other consequences of not acting on correspondence.

43. The responsibility for monitoring Registered Office Address mail and taking appropriate action rests entirely with the Client's directors.

Processing Times

44. Processing times for scanning and uploading correspondence are not guaranteed.

45. While Open Forest endeavors to process mail promptly, there may be delays during high-volume periods, staff absences, technical issues, holidays or other circumstances.

46. Mail received on a particular day may not appear on the Platform until several Working Days later.

47. Clients should not rely on immediate notification of mail received and should maintain alternative communication channels for urgent matters.

Additional Services Not Provided

48. The Registered Office Address Service does not include:

    1. providing telephone answering services;

    2. meeting room facilities;

    3. physical office space;

    4. personal attendance for meetings or appointments; or

    5. any services beyond providing the address and forwarding digital copies of mail.

49. Clients cannot use the Registered Office Address for conducting business activities, storing physical items, receiving deliveries of goods, or any purpose other than satisfying the statutory registered office requirement.

Change of Registered Office

50. Clients wish to change their Registered Office Address away from Open Forest's provided Registered Office Address Service may do so through the Tasks page for the displayed administrative cost. This cost covers the Company Registry notification that is required within 14 days of such change.

51. Where Clients change their address outside of the Open Forest Platform, they are solely responsible for notifying the Company Registry in the correct notice period.

52. Where Clients cancel their Registered Office Address subscription with Open Forest, no refund will be made to the Client, irrespective of how much time has elapsed within that Service period.

53. Where a change of Registered Office Address has taken place, Open Forest will continue digitally forwarding mail received for a reasonable transition period but this forwarding service terminates completely thirty days after the Registered Office Address change takes effect.

COMPLIANCE TRACKER SERVICE

Service Overview

54. The Compliance Tracker represents a monitoring and alerting system that identifies potential corporate obligations based on data and information provided by Clients through the Platform.

55. This Service operates as a facilitation tool rather than a comprehensive compliance solution.

Functionality and Scope

56. The Compliance Tracker's functionality depends entirely on data accuracy and completeness.

57. It generates alerts for statutory filings such as annual returns, financial statements, director appointments and resignations, share allotments, constitutional amendments, beneficial ownership register updates, and similar routine compliance matters.

58. The Compliance Tracker considers statutory deadlines derived from incorporation dates, accounting reference dates, and transaction dates to calculate when particular obligations fall due.

No Guarantee of Completeness

59. The Compliance Tracker provides monitoring only without guaranteeing completeness or accuracy of identified obligations.

60. Clients remain fully responsible for all statutory compliance obligations regardless of whether the tracker identifies them.

61. The Compliance Tracker should be treated as a helpful reference tool rather than a definitive compliance solution.

62. Open Forest expressly disclaims liability for any obligations not identified by the Compliance Tracker, whether due to data limitations, system design, legislative changes not yet incorporated, or any other reason.

Legislative Changes and Update Delays

63. Legislative and regulatory changes may not appear immediately in tracker updates.

64. When new corporate governance obligations are introduced through legislation, regulations, or regulatory guidance, there may be a delay before these appear in the Compliance Tracker.

65. Similarly, changes to existing obligations including deadline modifications, threshold adjustments, or procedural changes may not be reflected immediately.

66. Clients should not rely solely on the tracker for compliance monitoring and should maintain awareness of their statutory obligations through other means.

Off-Platform Actions Break the Tracker

67. Open Forest expressly disclaims all liability for the accuracy, completeness, or reliability of the Compliance Tracker where the Client has undertaken any legal actions, compliance actions, corporate filings, or Company Registry notifications outside of the Open Forest platform.

68. Any off-platform activity fundamentally compromises the data integrity upon which the Compliance Tracker depends, rendering its output unreliable and potentially misleading.

69. Where Clients make direct filings with the Company Registry, engage other service providers for Legal Actions, or otherwise conduct business outside the Platform, the Compliance Tracker's view of the Client's compliance status becomes incomplete and inaccurate. In such circumstances, Open Forest accepts no responsibility whatsoever for missed obligations, incorrect deadline calculations, duplicate filings, compliance failures, regulatory penalties, or any other consequences arising from reliance on the Compliance Tracker.

70. Clients who choose to conduct any Legal Actions including corporate or compliance activities outside the Platform do so entirely at their own risk and acknowledge that they can no longer rely upon the Compliance Tracker for accurate compliance monitoring.

71. The Compliance Tracker only works when used exclusively for all corporate actions. Partial use or mixing platform usage with direct filings or other service providers creates an unreliable compliance picture that may lead to missed obligations, duplicate filings, or compliance failures.

Service Limitations

72. The Compliance Tracker's scope is limited to routine corporate governance obligations within Ireland and the United Kingdom depending on the applicable Open Forest entity.

73. The Compliance Tracker's scope is limited to basic company law compliance deadlines and basic tax compliance deadlines within Ireland and the United Kingdom, depending on where the client entity is incorporated.

74. The Compliance Tracker does not monitor:

    1. Employment law compliance deadlines including employment tribunal deadlines, workplace pension obligations, or employment rights notifications

    2. Regulatory licensing deadlines or renewals for any industry-specific licenses, permits, or authorizations

    3. Health and safety compliance obligations or inspection deadlines

    4. Data protection compliance deadlines including GDPR notifications or data breach reporting requirements

    5. Intellectual property renewal dates including trademark renewals, patent maintenance fees, or domain name renewals

    6. Insurance policy renewals or coverage deadlines

    7. Contract expiry dates or contractual obligations requiring action by specific deadlines

    8. Deadlines arising from new or upcoming legislation that has not yet been incorporated into the Compliance Tracker system

    9. Industry-specific regulatory requirements beyond basic company law and tax compliance

    10. Financial services regulation or compliance obligations

    11. Any compliance obligations in jurisdictions outside Ireland and the United Kingdom

    12. Any other obligations beyond basic company law and tax compliance deadlines

    13. Clients remain solely responsible for monitoring and complying with all obligations not covered by the Compliance Tracker. The exclusion of these matters from the Compliance Tracker does not diminish the Client's legal obligations to comply with all applicable laws and regulations.

LEGAL AGREEMENTS AND TEMPLATES

Templates Provided

75. The Platform provides access to various legal agreements, contracts, templates and corporate documents to facilitate common business transactions and corporate actions.

76. All legal agreements, contracts, documents and templates provided through the Platform are offered as general guides and starting points only.

77. Client acknowledges and understands that these templates are not tailored to specific circumstances, commercial requirements, jurisdictional nuances, or particular transaction structures and simply represent generic starting positions that require substantial customisation, legal review, and adaptation before use in any specific situation.

Disclaimer of Responsibility

78. Open Forest expressly disclaims all responsibility and liability for the suitability, enforceability, legal effect, commercial appropriateness, or fitness for purpose of any agreements or documents generated through the Platform.

79. No warranty is provided that templates will achieve intended commercial outcomes, that they comply with all applicable laws, that they adequately protect the Client's interests, that they are appropriate for the Client's specific circumstances, or that they will be enforced by courts as written.

Independent Legal Advice Required

80. Before executing, relying upon, entering into, or otherwise using any legal agreement obtained through the Services, clients must seek independent legal advice from a qualified lawyer who can review and adapt the documents to their particular situation.

81. A competent lawyer should examine the commercial terms, assess legal enforceability, identify jurisdictional issues, highlight unusual risks, negotiate improvements where appropriate, and ensure the agreement achieves the intended commercial and legal objectives.

Use Without Legal Review

82. Using template agreements without proper legal review is done entirely at the client's own risk.

83. Open Forest accepts no liability for any losses, disputes, claims, damages, costs, or consequences that arise from the use of template agreements, whether modified or unmodified. This exclusion extends to all forms of loss including direct financial losses, indirect or consequential losses, lost business opportunities, damaged business relationships, litigation costs, enforcement difficulties, or any other adverse consequences.

Not Legal Advice

84. The provision of template agreements does not constitute legal advice, does not create a solicitor-client relationship or professional advisory relationship, and should not be treated as a substitute for professional legal counsel from a qualified lawyer familiar with the client's circumstances and the relevant legal jurisdiction.

85. While Open Forest may employ lawyers, the provision of generic templates is a technology service rather than the practice of law or the provision of legal advice.

High-Risk Agreement Categories

86. Particular categories of agreements carry heightened risks when used without proper legal advice.

87. Employment agreements impact employment rights, unfair dismissal protection, restrictive covenants, and various statutory entitlements that vary significantly by jurisdiction.

88. Shareholders agreements govern fundamental corporate rights, deadlock mechanisms, exit rights, and pre-emption provisions where errors can cause serious commercial disputes.

89. Intellectual property assignments and licenses determine ownership and usage rights for valuable business assets where unclear drafting causes significant commercial uncertainty.

90. Commercial contracts with onerous liability caps, indemnities, or unusual terms may expose the business to unquantified risks.

AI Modification of Templates - Extreme Risk

91. Using AI tools to modify template agreements significantly compounds the risks and removes any connection to the intended use of the original template.

92. AI systems including large language models cannot understand legal nuance, jurisdictional requirements, commercial context, drafting conventions, or the interaction between different contractual provisions.

93. AI modification of legal documents may create provisions that are internally inconsistent, provisions that conflict with other parts of the agreement, provisions that use incorrect legal terminology, provisions that are unenforceable in the relevant jurisdiction, provisions that fail to achieve the intended commercial effect, or provisions that inadvertently create unintended legal consequences.

94. Open Forest expressly disclaims all responsibility for any agreements or documents that have been modified using AI tools whether those tools are provided by Open Forest, integrated with the platform, or accessed separately by clients.

95. The use of AI to modify legal templates creates documents that bear no warranty, representation, or endorsement from Open Forest whatsoever.

96. The resulting documents should be treated as entirely untested, potentially legally incoherent, and requiring comprehensive legal review before any reliance is placed upon them.

Combination of Templates and AI Modification

97. The combination of generic templates with AI modification represents a particularly dangerous practice for legal documents.

98. Neither element provides any assurance of legal effectiveness on its own, and combining them multiplies the uncertainties and risks.

99. Clients who choose to modify templates using AI tools assume all risks associated with that approach and acknowledge that the resulting output may be fundamentally flawed, unenforceable, or unsuitable for its intended purpose.

EXCLUDED GOVERNANCE SERVICES

Legal Advisory Services

100. Unless expressly agreed otherwise in writing, the governance services do not include various matters that fall outside routine corporate administration.

101. Legal advisory services are excluded encompassing advice on director duties in specific situations, advice on conflicts of interest, advice on potential breach of duty claims, opinions on corporate transactions, strategic legal guidance, or any matter requiring legal analysis rather than administrative implementation.

Corporate Finance Services

102. Corporate finance services are excluded including fundraising support, investor relations, preparation of information memoranda, coordination of due diligence processes, transaction structuring advice, valuation services, or financial modeling.

Specialised Compliance

103. Compliance beyond routine corporate governance is excluded including data protection compliance, health and safety obligations, employment law compliance, industry-specific regulatory requirements, financial services regulation, or any specialised regulatory regimes.

Complex Corporate Actions

104. Complex corporate actions are excluded from standard services including group reorganisations involving multiple entities, cross-border transactions, schemes of arrangement, reconstructions, mergers or demergers, share buybacks beyond routine circumstances, complex capital reduction exercises, or any transaction requiring detailed legal documentation beyond template adaptation.

Dispute Resolution and Litigation

105. Dispute resolution and litigation support are excluded including involvement in shareholder disputes, director disputes, commercial litigation, employment disputes, regulatory investigations beyond basic factual correspondence, responding to formal regulatory queries requiring detailed analysis, or providing documentation for legal proceedings.

Engagement for Excluded Services

106. Where clients require excluded services, these may be provided subject to separate written agreement, clear scope definition, payment of additional fees agreed in advance, and confirmation that appropriate expertise is available within Open Forest or through referral to specialist advisors. Requests for excluded services should be submitted in writing with sufficient notice to assess feasibility and resource requirements.

CLIENT RESPONSIBILITIES FOR GOVERNANCE SERVICES

Information Provision

107. Clients using governance services bear various responsibilities necessary for effective service delivery.

108. Information provision responsibilities require clients to provide complete and accurate information about their corporate structure, notify Open Forest promptly of any corporate changes, provide board resolutions and shareholder resolutions when passed, notify of director or shareholder changes within reasonable timeframes, provide accurate financial information when required for filings, and maintain appropriate communication channels.

Decision-Making Authority

109. Directors must make decisions about corporate matters rather than delegating decision-making authority to Open Forest.

110. The company secretary and registered office provider implement decisions made by directors but do not make strategic, commercial, or governance decisions on the client's behalf. Directors remain responsible for determining when board meetings should be held, what matters require board approval, when shareholder approval is necessary, whether proposed transactions are appropriate, and all other matters requiring directorial judgment.

Corporate Governance Standards

111. Clients must maintain adequate corporate governance standards including holding board meetings when required by law or the constitution, ensuring proper quorum for meetings, passing written resolutions when board meetings are not held, maintaining adequate director oversight of business affairs, ensuring directors understand their duties and obligations, and maintaining appropriate corporate records beyond those maintained by Open Forest.

Communication Obligations

112. Communication responsibilities require clients to read all correspondence sent to Client and/or uploaded to the platform promptly, respond to queries from Open Forest within reasonable timeframes, provide requested information and documentation when required for filings, notify Open Forest of any concerns or errors identified, and maintain functioning contact details so communications are received.

Payment Obligations

113. Payment responsibilities require clients to pay all fees by due dates to avoid service interruption, maintain payment methods in good standing, notify of payment difficulties in advance where possible, and understand that non-payment may result in service suspension even where this causes compliance failures.

LIMITATION OF LIABILITY FOR GOVERNANCE SERVICES

General Liability Cap

114. The general limitation of liability provisions in the General Terms of Use apply equally to governance services.

115. Open Forest's aggregate liability for all claims arising from governance services remains capped at the lesser of actual damages or ten times the fees paid in the preceding twelve months, excluding death, personal injury, and fraud which cannot be limited by law.

TERM AND TERMINATION OF GOVERNANCE SERVICES

Service Commencement

116. Governance services commence upon acceptance of these terms and continue until terminated in accordance with the provisions below.

Standard Termination Notice

117. Standard termination requires thirty days written notice from either party. During this notice period, clients must immediately take steps to find alternative service providers, particularly for company secretary and Registered Office Address Services where statutory roles are involved.

Finding Replacement Providers

118. Upon receiving termination notice, clients should immediately begin identifying replacement company secretaries and Registered Office Address providers.

119. The process of appointing replacements typically requires board resolutions, filing forms with Company Registry, and ensuring continuity of service.

120. Clients should not delay this process as Open Forest will resign from statutory roles at the end of the notice period regardless of whether replacements have been appointed.

Resignation from Statutory Roles

121. Open Forest will resign as company secretary and Registered Office Address provider effective thirty days after termination notice unless the client confirms in writing before that date that replacement providers have been appointed and the necessary filings have been completed.

122. This resignation will occur regardless of whether it creates compliance difficulties for the Client.

123. Failure to appoint replacement providers before the resignation takes effect is entirely at the Client's risk and may result in the company having no registered office address in the public register, having no company secretary where one is required, missing statutory filing deadlines during the transition period, or facing regulatory penalties for non-compliance.

Consequences of No Registered Office

124. The consequences of not maintaining a registered office are serious. The Company Registry may strike off companies that fail to maintain a proper registered office.

125. Regulatory authorities may impose penalties for breach of statutory requirements. Service of legal documents may be impaired if there is no valid registered office address.

126. These risks rest entirely with the client and Open Forest bears no responsibility for any consequences of its resignation from statutory roles following proper notice.

Immediate Termination Circumstances

127. Immediate termination without notice may occur in various circumstances.

128. Material breach of these terms by the Client permits immediate termination including breach of payment obligations, providing false or misleading information, using services for illegal purposes, or any other significant breach.

129. Payment default exceeding fourteen days allows immediate termination. Where the Client becomes insolvent, files for bankruptcy, enters administration or liquidation, or otherwise ceases business operations, Open Forest may terminate immediately.

130. Immediate termination may also occur where continued provision of services would violate applicable law or where Open Forest receives a court order, regulatory directive, or legal requirement to cease services.

131. If the Client engages in conduct that may harm Open Forest's reputation or business interests, this permits immediate termination.

132. Where the Client uses services for illegal purposes, facilitates money laundering, or engages in other criminal activity, immediate termination will occur along with reporting to appropriate authorities.

No Refund for Termination for Cause

133. In cases of immediate termination for cause, no reimbursement of prepaid Fees is provided.

134. The Client remains liable for all Fees and charges incurred up to the termination date. Open Forest will resign as company secretary and registered office provider with immediate effect upon termination for cause, without any transition period or notice beyond the termination communication itself.

Post-Termination Consequences

135. Following termination whether with notice or immediate, various consequences follow. All rights granted to clients under these terms cease immediately.

136. Clients must stop all use of the Platform and services. All outstanding Fees become immediately due and payable without further notice. Open Forest may delete client data thirty days after termination except where retention is required by law, professional regulations, or Open Forest's insurance requirements.

Data Export

137. Clients may request export of their data within thirty days of termination. Export requests should be made in writing specifying the format required.

138. Open Forest will use reasonable efforts to provide data in a usable format but makes no guarantees about compatibility with other systems or the completeness of exported data. Fees may be charged for data export services particularly where substantial work is required to compile and format data.

Banking

139. Open Forest may facilitate introductions between Clients and banking providers or financial institutions as a convenience to Clients seeking to establish business banking relationships.

140. This introduction service is limited to making initial contact and providing basic information to banking providers on the client's behalf.

141. Open Forest does not provide any banking services, financial services, payment processing services, or advisory services relating to the selection of banking providers.

142. Open Forest makes no warranties, representations, or guarantees regarding any banking provider, financial institution, or the banking services they may offer.

143. The banking relationship is established directly between the Client and the banking provider, and Open Forest has no ongoing involvement, responsibility, or liability in relation to that relationship.

144. Clients are solely responsible for evaluating the suitability of any banking provider, reviewing and negotiating the terms of any banking services agreement, ensuring compliance with all banking requirements and obligations, maintaining the banking relationship, and resolving any disputes or issues that may arise with the banking provider.

145. Open Forest accepts no liability for any consequences arising from the client's banking relationships including account closures, service interruptions, fees or charges imposed by banking providers, failure to obtain banking services, or any other banking-related matters.

‍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

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