1.1 These Standard Terms of Business (“Terms”) apply to all professional services provided by Forti Ltd. (“Forti”, “we”, “us”, “our”), a business services and accountancy practice with its registered office at Office 106, Nesta Business Centre, 4-5 Burton Hall Road, Sandyford, Dublin 18, D18 A094, Ireland, to any client (“Client”, “you”, “your”) who engages us. This includes, without limitation: company formation and incorporation; company secretarial services; registered office and virtual office services; introductions to Section 137 non-EEA resident director bonds and related insurance products; bookkeeping and cloud accounting software administration; payroll; VAT, corporation tax and other Revenue compliance; annual CRO and statutory compliance; and related advisory services (together, the “Services”).
1.2 These Terms apply together with the Engagement Letter issued to you for each specific assignment. The Engagement Letter sets out the scope of services, fees, and any assignment-specific provisions. Where there is any conflict or inconsistency between these Terms and an Engagement Letter, the Engagement Letter shall prevail in respect of that engagement.
1.3 These Terms apply to all past, present, and future engagements between Forti and the Client unless we agree in writing to vary them for a specific engagement. Continued instruction of Forti following any update to these Terms constitutes acceptance of the updated Terms.
1.4 Forti Ltd. is a member firm of the Association of Chartered Certified Accountants (ACCA) and is bound by the ACCA Rulebook, including its Code of Ethics and Conduct. Nothing in these Terms is intended to conflict with our professional and ethical obligations as a regulated firm, and in the event of any inconsistency, our regulatory obligations take precedence.
3.1 Each engagement will be confirmed in a signed Engagement Letter before work commences, or as soon as practicable thereafter, consistent with the requirements of the ACCA Rulebook. No Services will be treated as instructed until an Engagement Letter has been issued and, where required, countersigned by the Client.
3.2 We act solely as the Client’s accountants and advisers within the scope agreed in the Engagement Letter. We do not act, and will not be treated as acting, as director, company secretary, liquidator, insolvency practitioner, tax agent for matters not expressly instructed, or in any capacity beyond that agreed in writing.
3.3 Any additional services requested outside the scope of the Engagement Letter will be treated as a separate engagement, subject to a separate fee quotation and, where appropriate, a supplementary Engagement Letter.
3.4 Forti Ltd. is not authorised or licensed to provide legal advice, investment advice, or regulated financial advice, and is not a registered insurance intermediary (see Section 11 in respect of Bonds and insurance-related introductions). Where such advice is required, the Client should seek advice from a suitably qualified and authorised professional. We will, where relevant, flag any matter that appears to require such advice.
4.1 As an accountancy practice, Forti Ltd. is a “designated person” for the purposes of the AML Legislation and is supervised in this respect by its designated accountancy body. We are required by law to apply customer due diligence (“CDD”) measures, including verification of identity, beneficial ownership, and the nature and purpose of the business relationship, before or promptly after establishing a business relationship with a new client.
4.2 The Client agrees to provide, promptly upon request, all identification and verification documentation reasonably required by Forti, including photographic identification and proof of address for directors, beneficial owners, and other relevant individuals, and information regarding the source of funds or wealth where required.
4.3 Where the Client is a corporate entity, we are required to ascertain that the entity’s beneficial ownership information has been entered on the RBO (or, where applicable, the Central Register of Beneficial Ownership of Trusts) prior to establishing the business relationship, in accordance with the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, as amended.
4.4 We are required to conduct ongoing monitoring of the business relationship throughout the engagement and may, from time to time, request updated CDD information. Enhanced due diligence will be applied where a client, transaction, or jurisdiction presents a higher risk, including in respect of politically exposed persons (PEPs), their family members, and known close associates.
4.5 Where we know or suspect, or have reasonable grounds to know or suspect, that a transaction or activity is connected with money laundering or terrorist financing, we are required by law to report the matter to the Financial Intelligence Unit Ireland (FIU Ireland) and, where relevant, the Revenue Commissioners, without informing the Client that a report has been made (“tipping off”). No liability will attach to Forti Ltd. for any resulting loss, delay, or breach of confidentiality arising from compliance with these statutory obligations.
4.6 We reserve the right to decline to act, or to cease acting, for any prospective or existing client where we are unable to complete satisfactory CDD, where instructions would place us in breach of the AML Legislation, or where we form the view, in our professional judgement, that continuing the engagement would expose the firm to unacceptable regulatory or reputational risk.
The Client acknowledges that Forti Ltd. is entitled to rely, without independent verification, on Documentation and instructions provided by the Client, and agrees to indemnify Forti against any loss, cost, or liability arising from Forti’s reasonable reliance on incomplete, inaccurate, or misleading information provided by the Client.
6.1 We will provide the Services with reasonable skill and care, in accordance with applicable professional standards and the ACCA Code of Ethics and Conduct, and in compliance with applicable Irish law, including the Companies Act 2014 and Revenue guidance in force at the relevant time.
6.2 Any advice given is based on our understanding of the law, Revenue practice, and CRO requirements as at the date given, and on the information made available to us. We accept no responsibility for the consequences of any change in law or practice occurring after that date, or for advice that becomes incorrect as a result of incomplete or inaccurate information supplied by the Client.
6.3 Our advice is provided solely for the Client’s use in connection with the specific purpose for which it was sought, and, unless expressly agreed otherwise in writing, may not be relied upon by any third party, disclosed to any third party, or used for any other purpose.
7.1 Our fees are as set out in the applicable Engagement Letter and are stated exclusive of Value-Added Tax, which will be charged at the applicable rate in accordance with the Value-Added Tax Consolidation Act 2010, as amended.
7.2 Unless otherwise agreed in the Engagement Letter, all fees, and any third-party disbursements (including CRO filing fees, Gazette publication fees, and Commissioner for Oaths fees), are payable in advance of the relevant Services or disbursement being provided or incurred on the Client’s behalf. Where an invoice is not settled in advance as required, Forti reserves the right to suspend performance of the Services until payment is received.
7.3 Interest on overdue amounts may be charged in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012, together with our reasonable costs of recovery.
7.4 We reserve a right of general lien over all Documentation and records in our possession relating to the Client, to the extent permitted by law, in respect of any fees properly due and owing, save that we will not exercise any lien over statutory books and records required to be filed by the Client where doing so would place the Client in breach of a statutory obligation.
7.5 Where indicative fees are quoted, these are based on the information available at the time of quotation. A firm fee will be confirmed once the scope and complexity of the work has been established. Should the agreed scope, transaction volumes, or complexity increase materially, we will notify the Client and agree a revised fee before continuing.
8.1 As a matter of general policy, Forti Ltd. does not hold client money. Where, exceptionally, we are required to hold or handle funds on a Client’s behalf (for example, in facilitating payment of a third-party disbursement), such funds will be held in accordance with the client money requirements of the ACCA Rulebook and will be separately identified in our records.
8.2 Any refund, repayment, or transfer due to the Client from Revenue or any other authority will be paid directly to the Client unless the Client has given specific written authorisation, in a separate document, for any alternative arrangement.
9.1 Where we are instructed to incorporate a company or other entity, we will submit the application to the CRO based on the information and instructions provided by the Client. We do not guarantee that the CRO will approve any proposed company name, constitution, or incorporation application, or that any particular processing timeframe will be met, as these matters are within the CRO’s discretion and outside our control.
9.2 The Client is responsible for the accuracy of all information submitted for incorporation or subsequent filings, including details of directors, secretaries, shareholders, share capital, registered office, and business activity. We accept no liability for errors arising from inaccurate or incomplete information provided by the Client.
9.3 Where we provide company secretarial services, this is administrative and advisory support only. It does not relieve the Client’s directors of their personal statutory duties and liabilities under the Companies Act 2014 (including duties under sections 223 to 228), which remain the directors’ own responsibility at all times.
9.4 Statutory registers, minutes, and related company secretarial records are maintained on the basis of information supplied by the Client. The Client must notify us promptly of any change affecting these records (including director or shareholder changes, share transfers or allotments, and changes to beneficial ownership).
10.1 Where we provide a registered office or virtual office address, this is provided solely for the purposes of company registration, statutory correspondence, and general business presence. It does not, of itself, constitute a place of business, fixed establishment, or tax residency for VAT, corporation tax, or other purposes, and the Client should obtain independent tax advice if the tax residency implications of its registered office arrangements are material to its affairs.
10.2 We will use reasonable efforts to forward statutory and official correspondence received at the registered address to the Client’s nominated contact in a timely manner, but we do not guarantee particular delivery timeframes and accept no liability for delay, loss, or damage caused by postal or courier providers outside our control.
10.3 The Client must not use the registered office or virtual office address for any unlawful purpose, or in a manner that would expose Forti to regulatory, reputational, or AML/CTF risk. We reserve the right to decline to provide, or to withdraw, this service on reasonable notice, including where we have concerns regarding the Client’s use of the address or our ability to satisfy our obligations under the AML Legislation.
11.1 Where the Client requires a Section 137 bond under the Companies Act 2014 (or any other bond, surety, or insurance product), Forti may introduce the Client to a third-party insurer, surety provider, or broker who will underwrite and issue the Bond. The contract for the Bond is between the Client and that Third-Party Provider, and not with Forti.
11.2 Forti is not an authorised or registered insurance or reinsurance intermediary under the European Union (Insurance Distribution) Regulations 2018. Any introduction we make to a Bond or insurance provider is made on an informational, non-advised basis and does not constitute regulated insurance advice, a recommendation, or an assessment of suitability. The Client should make its own enquiries, and take independent advice where appropriate, before entering into any Bond or insurance contract.
11.3 The Client acknowledges that: (a) a Bond premium is typically non-refundable, including where an EEA-resident director is later appointed or the Bond otherwise ceases to be required; (b) a Bond does not relieve the Client’s directors of their underlying obligations under the Companies Act 2014; and (c) a Bond does not necessarily cover all penalties that may arise (for example, late filing penalties or loss of audit exemption), and the Client should confirm the precise scope of cover with the relevant Third-Party Provider.
11.4 We accept no liability for the underwriting decisions, pricing, terms, claims handling, or solvency of any Third-Party Provider of a Bond or insurance product, and any dispute regarding such matters should be raised directly with that provider.
12.1 Bookkeeping services are performed on the basis of the source documents, records, and information provided by the Client. This work does not constitute an audit, review, or other assurance engagement, and does not involve independent verification of the completeness or accuracy of the underlying transactions.
12.2 The Client remains responsible for retaining original source documents (including invoices, receipts, contracts, and bank statements) for the statutory retention period applicable under the Companies Act 2014 and Revenue legislation, notwithstanding that Forti may also hold scanned or digital copies.
12.3 Where Forti administers or provides access to a cloud accounting subscription (such as Xero) on the Client’s behalf, the underlying licence terms are those of the relevant software provider. Forti is not liable for downtime, data loss, security incidents, or pricing changes caused by that software provider, and will pass through any changes in subscription cost to the Client with reasonable notice.
12.4 Bookkeeping fees are based on the transaction volume agreed in the Engagement Letter. Where actual volumes exceed the agreed threshold, we will notify the Client and may revise the fee in accordance with clause 7.5.
13.1 Statutory filing deadlines (including the CRO Annual Return (B1), Corporation Tax Return (CT1), and VAT returns) are fixed by law. We will use reasonable endeavours to meet these deadlines, subject always to timely receipt of complete and accurate information from the Client, and subject to the availability and performance of third-party filing systems (including CRO’s CORE portal and Revenue’s ROS system) which are outside our control.
13.2 The Client acknowledges the consequences of late or non-compliance under the Companies Act 2014 and Revenue legislation, which may include loss of audit exemption for two years under section 343 of the Companies Act 2014, CRO late filing penalties, Revenue interest and surcharges, and, in serious cases, the risk of company strike-off. We accept no liability for such consequences where they arise from the Client’s failure to provide complete and accurate information within a reasonable time of our request.
13.3 Notwithstanding our engagement to assist with compliance, the Client’s directors remain personally responsible in law for ensuring the company’s ongoing compliance with the Companies Act 2014 and other applicable legislation.
14.1 In delivering the Services, Forti may engage, or introduce the Client to, Third-Party Providers, including (without limitation) company formation agents, insurers, surety and bond providers, Commissioners for Oaths, liquidators and insolvency practitioners, courier and postal providers, software providers, external quality-review accountants, and related businesses operating from our premises, such as Salt Marketing in respect of marketing services.
14.2 Where a Third-Party Provider is engaged by Forti as a subcontractor to perform part of the Services on our behalf, Forti remains the Client’s principal point of contact and responsible for the overall delivery of the Services, but shall not be liable for loss caused by the insolvency, error, omission, or default of that Third-Party Provider, save where Forti has failed to exercise reasonable care in its selection or instruction.
14.3 Where a Third-Party Provider is engaged directly by the Client, whether on Forti’s introduction or otherwise (for example, an insurer, bond provider, insolvency practitioner, or external legal adviser), the contract for that provider’s services is between the Client and that Third-Party Provider. Forti accepts no liability for the acts, omissions, advice, fees, or service standards of any such independently-engaged Third-Party Provider.
14.4 As part of our internal quality control procedures, work may be reviewed by a second qualified reviewer (whether an employee, contractor, or another accountancy practice) before submission to Revenue, the CRO, or another authority. This internal review is a quality assurance measure only; it does not constitute an independent audit or assurance engagement, does not verify the underlying information supplied by the Client, and does not affect the Client’s responsibilities under clause 5 or Forti’s limitation of liability under Section 15.
14.5 The Client consents to Forti sharing Documentation and personal data with Third-Party Providers referred to in this Section to the extent reasonably necessary to deliver the Services, subject to the confidentiality and Data Protection Legislation obligations in Section 18. Where a Third-Party Provider is located outside the European Economic Area, Forti will ensure appropriate safeguards are in place in accordance with the Data Protection Legislation.
14.6 Where Forti receives a referral fee, commission, or other benefit from a Third-Party Provider in connection with an introduction (for example, in respect of a Bond), this will be disclosed to the Client on request, in accordance with the ACCA Code of Ethics and Conduct.
15.1 To the fullest extent permitted by law, our aggregate liability to the Client in contract, tort (including negligence), or otherwise, arising out of or in connection with any engagement, shall not exceed the total fees paid by the Client to Forti in respect of the engagement giving rise to the claim in the twelve months preceding the event giving rise to the claim, save in respect of liability that cannot lawfully be excluded or limited (including liability for fraud or fraudulent misrepresentation).
15.2 We shall not be liable for any indirect or consequential loss, or for loss of profit, revenue, goodwill, or anticipated savings, whether arising in contract, tort, or otherwise.
15.3 We shall not be liable for any loss, penalty, surcharge, or interest arising from the late, incomplete, or inaccurate provision of information or Documentation by the Client, or from the Client’s failure to respond to a request for information or authorisation within a reasonable time.
15.4 Unless expressly stated otherwise in the Engagement Letter, no person other than the Client is entitled to rely on our advice, reports, or other work product, and we accept no duty of care to any third party in connection with the Services.
15.5 Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited under Irish law, including the Sale of Goods and Supply of Services Act 1980, as amended, to the extent it applies and cannot be validly excluded between businesses.
16.1 Working papers, files, and internal records prepared by Forti in the course of an engagement remain the property of Forti Ltd. Original Documentation provided by the Client remains the Client’s property and will be returned on request, subject to any lien referred to in clause 7.4.
16.2 We will retain copies of key records relevant to an engagement for a minimum of six years following completion of the relevant engagement, consistent with the record-keeping requirements applicable under the Companies Act 2014, Revenue legislation, and the AML Legislation, after which records may be securely destroyed.
16.3 Records held in electronic form (including in Xero or other cloud accounting platforms operated by or on behalf of the Client) remain subject to the terms of the relevant software provider, and Forti accepts no liability for the availability, security, or retention policies of third-party software platforms.
17.1 All intellectual property rights in any templates, methodologies, working papers, or proprietary materials used by Forti in delivering the Services remain the property of Forti Ltd.
17.2 The Client grants Forti a non-exclusive, royalty-free licence to use, copy, and process any Documentation provided by the Client for the purpose of performing the Services.
18.1 We will treat all information provided by the Client as confidential and will not disclose it to any third party except: (a) with the Client’s consent; (b) where required by law, regulation, or a competent authority (including under the AML Legislation); (c) where required by our professional body or insurers; (d) where necessary to protect our own legitimate interests, for example in pursuing unpaid fees; or (e) to Third-Party Providers in accordance with clause 14.5.
18.2 We process personal data in accordance with the Data Protection Legislation. We act as data controller in respect of personal data processed for our own administrative and regulatory purposes, and may act as data processor in respect of client payroll or bookkeeping data processed strictly on the Client’s instructions. Further detail is set out in our Privacy Notice, available at www.forti.ie or on request.
18.3 We may engage reputable third-party service providers and sub-processors (including cloud accounting, payroll, and document management platforms such as Xero, Dext/Hubdoc, and Thesaurus/BrightPay) to support delivery of the Services. Such providers are required to maintain appropriate technical and organisational security measures.
18.4 Personal data will be retained only for as long as necessary for the purposes for which it was collected, having regard to our statutory retention obligations referred to in clause 16.2. Data subjects have the rights available to them under the Data Protection Legislation, including rights of access, rectification, and erasure, which may be exercised by contacting us at info@forti.ie or, if unresolved, the Data Protection Commission (www.dataprotection.ie).
19.1 We maintain procedures designed to identify and manage conflicts of interest in accordance with the ACCA Code of Ethics and Conduct. Where a conflict of interest arises, or is identified, in connection with an engagement, we will notify the Client and take such steps as are appropriate, which may include declining to act further, subject to appropriate safeguards where continuing to act remains permissible.
19.2 Salt Marketing operates as a separate business from Forti’s premises. Any marketing, web design, or related services provided by Salt Marketing are provided under a separate agreement directly with Salt Marketing, and are not part of the Services provided by Forti under these Terms or any Engagement Letter.
20.2 We will acknowledge a written complaint within 5 business days and will endeavour to provide a substantive response within 20 business days. Complaints will be investigated by a person of appropriate seniority who was not directly involved in the matter complained of, in accordance with ACCA’s requirements for internal complaints-handling procedures.
20.3 If the Client remains dissatisfied following our internal process, the Client may refer the matter to ACCA, which operates a Conciliation Service and a formal complaints and disciplinary process for its members and member firms (further information at www.accaglobal.com). Referral to ACCA does not affect the Client’s right to pursue other legal remedies.
21.1 Either party may terminate an engagement by giving 30 days’ written notice to the other, save where the applicable Engagement Letter specifies a different notice period.
21.2 We may suspend or terminate an engagement with immediate effect, by written notice, where: (a) the Client fails to pay any fee properly due; (b) we are unable to complete or maintain satisfactory CDD under the AML Legislation; (c) continuing to act would place us in breach of any legal or regulatory obligation or our professional duties; or (d) the Client materially breaches these Terms or the applicable Engagement Letter and fails to remedy that breach within a reasonable period of being notified.
21.3 Termination will not affect any rights or obligations that have accrued prior to the date of termination, including liability for fees for work already performed. We will provide reasonable handover assistance to an incoming adviser, subject to settlement of all outstanding fees.vb
22.1 Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including systems failure affecting Revenue, CRO, or third-party software platforms. The affected party will notify the other as soon as reasonably practicable and performance will resume as soon as reasonably possible once the relevant circumstances cease.
23.1 We may communicate with the Client by email and other electronic means. Electronic signatures and electronically executed documents are treated as valid and binding in accordance with the Electronic Commerce Act 2000, unless a document is required by law to be executed in a particular form (for example, under seal).
23.2 Email and other electronic communications are not fully secure and may be subject to interception, delay, corruption, or loss. Neither party accepts liability for any error or omission arising from the electronic transmission of information, save where caused by that party’s negligence.
24.1 Save as set out in Section 14 in respect of Third-Party Providers, and unless expressly stated in the applicable Engagement Letter, these Terms and any engagement are intended for the benefit of the Client only, and no other person shall have any right to enforce any term of these Terms or rely on any advice or work product provided under them.
25.1 Entire Agreement: These Terms, together with the applicable Engagement Letter, constitute the entire agreement between Forti and the Client in respect of the Services described, and supersede all prior discussions, correspondence, or proposals relating to that engagement.
25.2 Variation: These Terms may be updated by Forti from time to time. Any material change will be notified to active clients. Continued instruction of Forti following such notice constitutes acceptance of the updated Terms.
25.3 Assignment & Subcontracting: The Client may not assign or transfer any rights or obligations under an engagement without our prior written consent. We may engage Third-Party Providers as subcontractors in accordance with Section 14 while remaining the Client’s principal point of contact.
25.4 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
25.5 Notices: Any formal notice under these Terms shall be in writing and sent to the registered office or principal email address most recently notified by the relevant party.
26.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of Ireland. Any claim must be brought within the limitation periods set out in the Statute of Limitations 1957, as amended.
26.2 The parties submit to the exclusive jurisdiction of the courts of Ireland in respect of any dispute arising out of or in connection with these Terms or any engagement.
