TERMS AND CONDITIONS Last updated: January 2026

Preliminary

  1. 1. Service Categories

    Incorpro provides a range of professional services to Irish limited companies. Our services fall into two main categories:

    One-Off Services

    Services provided on a single-engagement basis, typically with a one-time fee. These include:

    • Company Registration
    • Registered Address Service
    • Nominee Company Secretary
    • Ad-hoc filings and submissions

    Ongoing Accounting Services (Subscription)

    Comprehensive accounting and compliance services provided on a monthly subscription basis through one of our Packages. These services include bookkeeping, VAT compliance, payroll, financial statements, company secretarial, and corporation tax services, as specified in the selected Package.

    These Terms and Conditions apply to all services. Where specific terms apply only to subscription-based Ongoing Accounting Services or only to one-off services, this is clearly indicated. The Service-Specific Terms (Sections 12-20) provide additional terms applicable to each individual service.

  2. 2. Definitions and Interpretation

    In these Terms and Conditions, unless the context otherwise requires:

    • "Incorpro", "We", "Us", "Our" means Incorpro Limited, a company registered in Ireland.
    • "Client", "You", "Your" means the person or entity engaging Incorpro's services.
    • "Company" means the Irish limited company in respect of which services are provided.
    • "Director" means a director of the Company as registered with the CRO.
    • "Services" means all services provided by Incorpro, including both One-Off Services and Ongoing Accounting Services.
    • "One-Off Services" means services provided on a single-engagement basis, such as company registration, registered address, nominee secretary, and ad-hoc filings.
    • "Ongoing Accounting Services" means the subscription-based bookkeeping, VAT, payroll, financial statements, company secretarial, and corporation tax services provided under a Package.
    • "Package" means the specific tier of Ongoing Accounting Services selected by the Client (e.g., Contractor, Startup Basic, Startup Standard, Startup Plus, Bespoke).
    • "MyIncorpro Platform" means the online client portal at my.incorpro.ie through which services are delivered and managed.
    • "Service End Date" means the date on which the Client's engagement with Incorpro for a particular service terminates.
    • "Client Data" means all data, documents, records, and information provided by or on behalf of the Client or generated through use of the Services.
    • "Statutory Filing" means any return, submission, or filing required by Revenue, the CRO, or other regulatory authority.
    • "Business Day" means any day other than a Saturday, Sunday, or public holiday in Ireland.
    • "Written Notice" means communication by email, letter, or message through the MyIncorpro Platform.
  3. 3. Order of Precedence

    In the event of any inconsistency between documents, the following order of precedence shall apply (highest to lowest):

    1. These Terms and Conditions
    2. Service-specific terms set out in Part 2
    3. Package descriptions on the MyIncorpro Platform
    4. Package descriptions on the Incorpro website
    5. Marketing materials and other communications

    These Terms and Conditions shall prevail over website content, marketing material, or platform descriptions unless expressly stated otherwise in writing signed by a director of Incorpro.

Core Terms

  1. 4. Scope of Service

    Incorpro provides both One-Off Services and Ongoing Accounting Services. The scope of each service is defined by the service description provided at the time of purchase or subscription.

    One-Off Services

    One-Off Services are provided as specified in the service description at the time of purchase. These include company registration, registered address, nominee secretary, and other individual services. The scope, deliverables, and any limitations are set out in the Service-Specific Terms (Sections 18-20) and on the MyIncorpro Platform.

    Ongoing Accounting Services

    Ongoing Accounting Services are subscription-based and include bookkeeping, VAT return preparation and filing, payroll processing, management accounts, annual financial statements, and corporation tax return preparation, as specified in the selected Package. The specific limits and inclusions for each Package (Contractor, Startup Basic, Startup Standard, etc.) are detailed on our website at www.incorpro.ie/bookkeeping-services.

    General

    All Services are provided based solely on the information supplied by the Client. Incorpro has no duty to audit, verify, or independently confirm the accuracy or completeness of information provided.

  2. 5. Service Exclusions

    Unless otherwise agreed in writing, Ongoing Accounting Services do not include:

    • Tax planning or advisory services
    • Audit or assurance services
    • Legal advice
    • Company secretarial services (unless included in Package)
    • Nominee Company Secretary services
    • Registered address services
    • Assistance with Revenue audits or investigations
    • Preparation of projections, forecasts, or business plans
    • Grant applications or funding support
    • Bank finance applications or investor due diligence
    • Share schemes (ESOP, EMI, share options) or share restructurings
    • Group company consolidations or intercompany accounting
    • International or cross-border tax matters
    • Tax residency advice or tax planning structures

    Any services outside the scope of the selected Package will be quoted and invoiced separately.

  3. 6. Package Limits (Subscriptions)

    Note: This section applies to Ongoing Accounting Services (subscription Packages) only. One-Off Services are not subject to Package limits.

    Each Ongoing Accounting Package has defined limits including maximum annual turnover, maximum monthly transactions, and maximum payroll participants. These limits are specified in the Package-specific terms and on the MyIncorpro Platform.

    If your business activity exceeds these limits, you will be notified and may be upgraded to an appropriate Package.

    Package limits are measured using data recorded within the MyIncorpro Platform, including transaction counts, payroll records, and turnover figures derived from uploaded or connected financial data. Incorpro's determination of Package usage based on platform data shall be final unless manifestly incorrect.

    The current description, limits, and pricing of each Ongoing Accounting Package are set out on the Incorpro website and within the MyIncorpro Platform and may be updated from time to time.

  4. 7. Billing and Payment

    One-Off Services

    • One-Off Services are billed at the time of purchase or upon completion, as specified in the service description.
    • Payment is required before or upon delivery of the service, unless otherwise agreed.
    • All fees are exclusive of VAT at the applicable rate.

    Ongoing Accounting Services (Subscription)

    • Ongoing Accounting Services are billed monthly in advance.
    • Payment is collected automatically via the payment method registered on your MyIncorpro account.
    • Fees are exclusive of VAT at the applicable rate.
    • Fee changes will be communicated at least 30 days in advance. This does not apply to Package upgrades or downgrades, which are governed by the Package Changes section.

    Payment Default

    In the event of a failed or overdue payment:

    • For Ongoing Accounting Services, the subscription will be suspended immediately upon payment failure.
    • For One-Off Services, delivery of the service may be withheld until payment is received.
    • Access to the MyIncorpro Platform, bookkeeping system, and filing functionality may be restricted until payment is received.
    • During any period of suspension, Incorpro will not process, submit, or be responsible for any Statutory Filings, including VAT, PAYE, RCT, CRO, or other regulatory obligations.
    • For subscriptions, fees continue to accrue during any period of suspension.
    • Outstanding amounts remain due and payable. Interest may be charged at the rate specified in our general terms.
    • If payment is not received within 30 days of the due date, Incorpro reserves the right to terminate the engagement.

    Important: Incorpro accepts no responsibility for filing deadlines missed, penalties incurred, or any other consequences arising during any period of suspension or non-payment.

  5. 8. Client Responsibilities

    To enable Incorpro to provide Ongoing Accounting Services, the Client must:

    • Provide timely and accurate financial information, including bank statements, invoices, receipts, and other supporting documents.
    • Upload all required documents to the designated platform within 7 days of each month end.
    • Respond promptly to queries from Incorpro regarding transactions or documentation.
    • Notify Incorpro of any material changes to the business, including changes to Directors, shareholders, business activities, or corporate structure.
    • Issue all sales invoices and maintain accounting records exclusively through the bookkeeping software provided or approved by Incorpro, unless otherwise agreed in writing.
    • Maintain a connected bank account or provide bank statements in the required format.
    • Review and approve returns before filing (where approval is requested) and take responsibility for the accuracy of information submitted.
    • Maintain independent backup copies of all records and documents provided to Incorpro.

    Important: Where information or documentation is not provided in accordance with the timelines set out above, Incorpro shall not be responsible for late filings, penalties, interest, or enforcement actions arising as a result.

  6. 9. Cancellation and Cessation

    • Ongoing Accounting Services are subject to a minimum engagement period of 3 months from the date of subscription.
    • After the minimum engagement period, either party may cancel the service by providing Written Notice. Cancellation takes effect at the end of the current billing cycle.
    • To cancel, the Client must submit a cessation request through the MyIncorpro Platform or by email to info@incorpro.ie.
    • Clients may withdraw a cessation request at any time before completion through the MyIncorpro Platform.
    • Incorpro's responsibility is limited strictly to filings submitted and confirmed as filed prior to the Service End Date.
    • Any filings, corrections, amendments, or resubmissions not completed and confirmed as filed before the Service End Date are the sole responsibility of the Client. This includes obligations arising from accounting periods that end prior to the Service End Date.

    Handover to Successor Accountants

    Incorpro has no obligation to liaise with, provide information to, or assist successor accountants unless separately agreed in writing and subject to any applicable fees. Professional clearance letters will be responded to in accordance with ICAI guidelines.

  7. 10. Data Access on Termination

    Upon termination of Services:

    • All data entered into the MyIncorpro system during the engagement remains accessible to the Client through their MyIncorpro account.
    • The Client may export their data in standard formats (CSV, PDF) at any time during or after the engagement.
    • For Ongoing Accounting Services, access to the MyIncorpro Platform will be maintained for a period of 12 months following termination to allow data retrieval.
    • For One-Off Services, relevant deliverables and documents remain accessible through the MyIncorpro Platform for the duration of your account.
    • After the applicable access period, archived data may be provided upon Written Notice, subject to data retention policies and any applicable retrieval fees.

    Important: Incorpro is not responsible for any data loss caused by the Client's failure to export or download data within the access period. The Client is responsible for maintaining their own records and backups.

  8. 11. Package Upgrades and Downgrades (Subscriptions)

    Note: This section applies to Ongoing Accounting Services (subscription Packages) only.

    Upgrades

    • Package upgrades may be initiated by Incorpro where the Client's business activity exceeds the limits of the current Package.
    • Upgrades are notification-based. The Client will be notified of the upgrade, including the new Package details, effective date, and any fee changes. The upgrade will proceed automatically to ensure appropriate service levels are maintained. Clients may contact Incorpro if they have questions or concerns.
    • Upgrades may be backdated where the Client has been operating outside Package limits, with the fee difference charged as a one-time adjustment.
    • Any query regarding an upgrade must be raised within 14 days of notification. After this period, the upgrade will be deemed accepted.

    Downgrades

    • Downgrades require Client approval and take effect from the next billing cycle.
    • Where a downgrade occurs mid-billing period, a pro-rata credit for the unused portion of the higher-tier fee may be applied to the Client's account.

Service-Specific Terms

  1. 12. Bookkeeping Services

    Responsibilities of the Accountants

    Our responsibility is to complete your month end close process and produce monthly Management Accounts for the Company.

    As part of this process we will reconcile the bank accounts, debtors and creditors based on the information that you supply to us.

    Your Responsibilities relating to Bookkeeping

    To enable us to carry out our work, you agree:

    • To make full disclosure (e.g. of all sources of income, charges, allowances and capital transactions) relevant to the matter in hand and to provide all information required by us in a timely manner.
    • To provide full information necessary for dealing with your accounts: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents.
    • To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.
    • To provide us with details of any communications received from the Revenue Commissioners which could have an impact on the accounts.

    You will keep us informed of material changes in your circumstances that could affect your financial position. If you are unsure whether the change is material or not, please let us know so that we can assess the significance or otherwise.

  2. 13. VAT Compliance Services

    We will prepare your bi-monthly VAT returns on the basis of the information and explanations supplied by you. Based on the information that you provide to us, we will tell you how much you should pay and when.

    If appropriate, we will initiate payment instructions for VAT liabilities and repayment claims where tax has been overpaid. We will not advise on the interest and penalty implications if VAT is paid late.

    Where specialist advice is required in certain areas, we may need to seek this from or refer you to appropriate specialists. We will only do this when instructed by you.

    Your Responsibilities relating to VAT

    VAT payers cannot delegate these legal responsibilities to others.

    You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

    Even though you are engaging us to help you meet your VAT obligations, you are still legally responsible for:

    • Ensuring that the data in your VAT return is correct and complete.
    • Filing any returns by the due date.
    • Paying VAT on time.

    Failure to do any of the above may lead to penalties and/or interest.

    To enable us to carry out our work you agree:

    • That all returns are to be made on the basis of full disclosure.
    • That you are responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete.
    • To authorise us to approach such third parties as may be appropriate for information we consider necessary to deal with the returns.
    • To provide us with all the records relevant to the preparation of your returns as soon as possible after the return period ends. We would ordinarily need a minimum of 14 days before submission to complete our work.

    You will keep us informed of material changes in circumstances that could affect your obligations, for example:

    • Change in the nature of your business
    • Change in turnover
    • Change of type of supply for VAT
    • Acquisition or disposal of land or property
    • Starting to make supplies which are exempt from VAT
    • Transactions transported outside of the State

    You are responsible for ensuring the appropriate VAT rates are applied to sales. Where there is any uncertainty in this area, you are responsible for conducting further research and/or seeking third party tax advice in this regard.

    You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

  3. 14. Payroll Services

    PAYE Work

    We will prepare your PAYE returns so that each payroll run meets the employment tax requirements of the Revenue Commissioners.

    We will issue you with the following for each pay period:

    • Payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals.
    • A payslip for each employee.

    Your Continuing Obligations to Us

    In order to allow us to provide you with the most efficient and accurate payroll bureau service, you accept that you have the following responsibilities:

    • RPNs - Revenue Payroll Notifications (RPNs) will be retrieved by us electronically from ROS at the beginning of each payroll run. Each payroll run will be processed using the data from the RPN. It is not possible to override this data. It is the responsibility of the individual employee to arrange with Revenue for any alterations to their RPNs.
    • Monthly Statements - Payroll Submission Request (PSR): this periodic file will need to be submitted to Revenue 'on or before' each pay period and you agree that you will be responsible for its accuracy and for updating us with any changes in good time to meet the Revenue deadline.

    Your Responsibilities relating to PAYE

    Employers cannot delegate these legal responsibilities to others.

    You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.

    Even though you are engaging us to help you meet your payroll obligations, you are still legally responsible for:

    • Ensuring that the data in your payroll submissions is correct and complete.
    • That Payroll Submission Requests (PSR) are submitted to Revenue on or before each payroll run.
    • Making any submissions by the due date.
    • Paying tax and PRSI on time.

    Failure to do any of the above may lead to penalties and/or interest.

    Payroll Service Exclusions

    Payroll services do not include:

    • Human resources (HR) advice or support
    • Employment law advice or contract drafting
    • Redundancy calculations or settlement negotiations
    • Share-based remuneration, ESOP, or equity compensation schemes
    • Expatriate or international payroll matters
    • Workplace Relations Commission (WRC) or employment tribunal support
  4. 15. Financial Statements

    Your Duties and Responsibilities as Directors

    The duties and responsibilities of directors in relation to the preparation of the financial statements are set out in Parts 5 and 6 of the Companies Act 2014 ('the Act') and include the following.

    As directors of the Company, under the Act, you are responsible for preparing financial statements of the Company for each financial year which give a true and fair view and which have been prepared under the relevant financial reporting framework.

    As directors, you must not approve the financial statements unless you are satisfied that they give a true and fair view of the assets, liabilities, financial position as at the end of the financial year, and the profit or loss of the company for the financial year.

    In preparing the financial statements, you are required to:

    • Select suitable accounting policies and apply them consistently.
    • Make judgements and estimates that are reasonable and prudent.
    • State in the financial statements whether the financial statements have been prepared in accordance with applicable accounting standards, identify those standards and note the effect and the reasons for any material departure from those standards.
    • Make an assessment of the entity's ability to continue as a going concern and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

    Adequate Accounting Records

    You are responsible for ensuring that the Company keeps or causes to be kept adequate accounting records which:

    • Correctly record and explain the transactions of the Company.
    • Enable at any time the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy.
    • Enable the directors to ensure that any financial statements and directors' report comply with the requirements of the Act.

    Scope of the Accountant's Work

    We will compile the annual financial statements for your approval based on the accounting records maintained by you and the information and explanations given to us by you.

    Our work will not be an audit of the financial statements in accordance with Auditing Standards. Consequently, our work will not provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities or error.

    We have a professional duty to compile financial statements that conform with the relevant financial reporting framework from the accounting records and information and explanations given to us.

  5. 16. Company Secretarial Services

    If the Company is eligible to file abridged financial statements with the Registrar of Companies, we shall assist the directors in the compilation of these abridged financial statements, based upon the statutory financial statements, for approval by the Directors.

    We shall provide assistance to the company secretary by preparing and lodging the Annual Returns (Form B1) and any Changes of Directors/Secretary forms (Form B10) and related documents with the Registrar of Companies.

    In order to allow us to assist you in preparing returns for the Registrar of Companies, it is necessary that you have taken the steps to ensure that abridged financial statements will be available to be annexed to the annual return prior to the appropriate deadline.

    In order to allow us to carry out the above services, all books, records and explanations requested by us must be submitted to us on a timely basis.

  6. 17. Corporation Tax Services

    In respect of each accounting period of the Company, we shall prepare, for your consideration and approval the Company's corporation tax computation and complete its corporation tax return (Form CT1) based on information supplied to us by you or others on your behalf.

    We shall also prepare the subsidiary forms required by self-assessment. The self-assessment forms, together with the supporting corporation tax computations, will be sent to you for approval and signature prior to submission to the Inspector of Taxes (in iXBRL format if required).

    We shall advise you as to appropriate payments of corporation tax and the dates they are due.

    Revenue Enquiries

    If the Company is selected for enquiry by the Revenue Commissioners, we shall agree separate terms of engagement. The supplementary engagement letter will include responsibilities and fees as appropriate.

    Your Responsibilities

    You shall be responsible, unless otherwise agreed in this engagement letter, for all other returns, including returns relating to PAYE/PRSI, and returns of employee expenses and benefits.

    We shall be pleased to advise you on matters relating to the Company's corporation tax liability, the implications of particular business transactions and on other taxation matters which you refer to us. Such services will be subject to separate terms of engagement.

    Specialist Tax Areas

    Certain specialist areas, such as R&D Tax Credits, require specific expertise and detailed claim preparation. Where you wish to pursue such claims, we can discuss whether this falls within your current package or requires a separate engagement with appropriate terms and fees.

  7. 18. Nominee Company Secretary

    • This is a subscription service that renews annually and can be cancelled at any time.
    • In the event of cancellation it is the company's directors responsibility to appoint a new company secretary and to notify the CRO of a change in its company officers. All associated filing costs are borne by the company.
    • Subscription-Renewal reminder emails will be sent to your company email address 2 months before the date of renewal.
    • In the event that the subscription fee is not settled 1 month before the renewal date, Incorpro will notify the CRO of its resignation as company secretary.
    • The service includes the countersigning of incorporation documents and B1 annual returns. For the signing of other documents, the fee is €50 + VAT per signature.
    • This service does not include preparing general filings or any Company Secretarial advice.
  8. 19. Registered Address Service

    • The registered office and postal forwarding service for your company will be in Athlone, Westmeath.
    • Your mail will be scanned daily and sent to your email address. If you require physical mail to be forwarded, this can be posted at cost + 40%, subject to a minimum charge of €5 + VAT. Incorpro does not retain hard copies of posts received.
    • The registered office address can be used on business correspondence of your company.
    • The registered office address cannot be used for the receipt or storage of company stock/inventory.
    • This is a subscription service that renews annually and can be cancelled at any time.
    • In the event of cancellation it is the company's directors responsibility to notify the CRO of a change in the company's registered office address. All associated filing costs are borne by the company.
    • Subscription-Renewal reminder emails will be sent to your company email address 2 months before the date of renewal.
    • In the event that the subscription fee is not settled 1 month before the renewal date, Incorpro will notify the CRO of a change in the Company's registered office address. Failure to communicate the change to the CRO within 14 days will result in Incorpro taking such steps as may be necessary to enforce the change.
    • The registered office address provided by Incorpro must not be used or listed as a business address for any online platform or directory, including but not limited to Google Business Profile, Google Maps, or similar services.
    • The registered office address may not be used by any company or entity whose business activities are similar to, or may reasonably be perceived as connected with, those of Incorpro, including accounting, bookkeeping, or related professional services. Incorpro reserves the right to refuse or terminate service if such a conflict of interest or potential confusion arises.
  9. 20. Company Registration Service

    Scope of Service

    Incorpro provides a professional company registration service for the formation of private limited companies in Ireland. This includes the preparation and submission of all required incorporation documents, reservation of company name, payment of the Companies Registration Office (CRO) filing fee, and facilitation of identity verification in accordance with legal requirements.

    Verification of Client Information

    Incorpro reserves the right to verify all information and documentation supplied by clients for the purpose of company incorporation. This includes, but is not limited to, verification of directors, shareholders, and company officers. Clients must ensure that all information provided is accurate and complete. Any falsified, misleading, or incomplete information may result in immediate suspension or termination of the registration process without refund, or further charges due to increased workload.

    AML and Due Diligence Requirements

    Incorpro is legally obliged to comply with Anti-Money Laundering legislation and associated Know-Your-Customer (KYC) obligations. We reserve the right to request additional identification, proof of address, or other supporting documentation deemed necessary for AML purposes. Failure to provide such documentation upon request may result in the refusal or termination of the service.

    Proof of Right to Use Registered Address

    Where a company's registered address differs from that of its directors, Incorpro reserves the right to request documentary proof of the company's lawful entitlement to use such address, including but not limited to a lease agreement, or service contract. Incorporation cannot proceed until satisfactory evidence has been provided, or a change is made to the address.

    Non-Resident and Section 137 Bond Requirements

    Where none of the proposed directors are resident within the European Economic Area (EEA), the client must either appoint at least one EEA-resident director or procure a valid Section 137 Bond in accordance with the Companies Act 2014. The bond must be arranged prior to incorporation and maintained for the required duration. Incorpro can assist with the acquisition of a Section 137 Bond through our partner providers upon request.

    Processing Time and Completion

    Upon receipt of all duly executed documentation and satisfactory verification, the incorporation process typically completes within two to three business days, subject to CRO processing times. Delays arising from incomplete documentation, verification issues, or client inaction are outside Incorpro's control.

    Refund Policy

    Refund requests are considered on a case-by-case basis. If material work has already been undertaken — including but not limited to name reservation, document preparation, verification checks, or communication with the CRO — Incorpro reserves the right to issue only a partial refund or no refund at all.

    Post-Incorporation Support

    Following successful incorporation, Incorpro provides post-registration guidance, which may include tax registration, RBO (Register of Beneficial Owners) filing, and other optional services. These services are governed by separate terms or Packages and are not automatically included unless expressly selected during the registration process.

    Service Exclusions

    The company registration service does not include:

    • Tax residency advice or tax planning structures
    • Bank account opening or banking introductions
    • Ongoing compliance obligations (unless separately selected)
    • Shareholder agreements, articles amendments, or legal documentation
    • Advice on corporate structures or holding company arrangements
  1. 21. No Warranty of Outcomes

    Incorpro does not guarantee any particular tax outcome, repayment, liability reduction, approval by Revenue or the CRO, or avoidance of penalties. All filings are subject to acceptance by the relevant authority and may be queried, amended, or rejected at the authority's discretion.

    Where filings are submitted based on information provided by the Client, Incorpro accepts no responsibility for outcomes arising from incomplete, inaccurate, or misleading information.

    Tax legislation, Revenue practice, and regulatory requirements change frequently. Advice given at any point in time is based on the law and practice then in force and should not be relied upon if circumstances or legislation have changed.

  2. 22. Authority to Act

    By engaging Incorpro's services, the Client authorises Incorpro to act as agent for the purposes of interacting with the following bodies and systems as required to perform the services:

    • Revenue Commissioners and Revenue Online Service (ROS)
    • Companies Registration Office (CRO) and CORE system
    • Register of Beneficial Ownership (RBO)
    • Banks and financial institutions (for the purpose of obtaining bank feeds and statements)
    • Payroll software providers and pension administrators
    • Other third parties as reasonably necessary to deliver the services

    This authority includes the submission of returns, filings, and notifications on behalf of the Company, and the receipt of correspondence, tax clearance certificates, and other documents.

    The Client warrants that they have authority to grant this authorisation on behalf of the Company and its directors.

  3. 23. Platform Availability

    Access to the MyIncorpro Platform is provided on an "as available" basis. Incorpro does not guarantee uninterrupted, error-free, or secure access to the platform at all times.

    Incorpro shall not be liable for:

    • Temporary unavailability due to scheduled or emergency maintenance
    • Delays or failures in third-party integrations (including bank feeds, ROS connections, and payroll software)
    • Data synchronisation delays between connected systems
    • Loss of access due to Client-side technical issues (internet connectivity, browser compatibility, device failures)
    • Service interruptions caused by third-party hosting or infrastructure providers

    Where planned maintenance is required, Incorpro will endeavour to provide reasonable advance notice and schedule maintenance outside of normal business hours where practicable.

  4. 24. Force Majeure

    Incorpro shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to:

    • Revenue Online Service (ROS) outages or system failures
    • CRO system downtime or processing delays
    • Bank feed interruptions or third-party data provider failures
    • Cyber incidents, including attacks on Incorpro or third-party systems
    • Power outages, natural disasters, or severe weather events
    • Pandemic, epidemic, or public health emergency
    • Industrial action, strikes, or labour disputes
    • Government action, regulatory changes, or emergency legislation
    • War, terrorism, civil unrest, or similar events

    Where a force majeure event occurs, Incorpro will use reasonable endeavours to resume services as soon as practicable and will keep the Client informed of progress.

  5. 25. Applicable Law

    These terms of engagement and the attached schedules are governed by, and shall be construed in accordance with, Irish law.

    The courts of the Republic of Ireland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms of engagement and any matter arising from it.

    Each party irrevocably waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

  6. 26. AML/KYC Requirements

    Client Identification

    As with other professional services firms, we are required to identify and verify our clients for the purposes of the Republic of Ireland anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.

    If we are not able to obtain satisfactory evidence of your identity, we may not be able to proceed with the engagement.

    Money Laundering and Terrorist Financing Reporting

    External accountants and tax advisers are designated persons under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 (as may be amended from time to time) and, as such, partners and staff in accounting firms must comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal accounting or taxation work.

    We are prevented from informing you when such a disclosure is made or the reasons for it because of the restrictions imposed by the "tipping off" provisions of the legislation.

    Other Reporting Obligations

    We have a duty under Section 59 of the Criminal Justice (Theft and Fraud Offences) Act 2001 to report to An Garda Síochána in circumstances where information or documents indicate that certain offences under that Act may have been committed by a client, its management or employees.

    Under the Criminal Justice Act 2011, we also have a duty to report certain offences, set out in the schedules to that Act, to An Garda Síochána.

  7. 27. Confidentiality

    Where you give us confidential information we confirm that we shall at all times keep it confidential, except where we are required to disclose that information by law, by our insurers, or by ethical or other professional regulations relevant to our engagement.

    Conflicts of Interest

    We are not aware of any conflict of interest which would prevent us from accepting this assignment. However, if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client, we will inform you, unless we are unable to do so because of our confidentiality obligations.

    If a conflict arises, we have safeguards that can be implemented to protect the interests of different clients. If conflicts are identified which cannot be managed in a way that protects your interests, we will decline the engagement to provide such services.

    During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to those of the Company, subject to our obligations of confidentiality and the safeguards set out above.

  8. 28. Data Protection

    You and Incorpro Limited shall each ensure that they comply at all times with their obligations under applicable Data Protection Legislation.

    Data Controller

    Where Incorpro acts as data controller for its own purposes, including in the performance of this engagement, administration and billing purposes, business development purposes, and/or compliance with its legal obligations, Incorpro will manage personal data in accordance with the privacy statement on our website.

    This may include sharing Client Data with its associated entities and third party service providers, where necessary or incidental to performing this engagement.

    Data Processor

    Where Incorpro acts as the Company's data processor, Incorpro processes Client Data on the Company's behalf.

    The Company warrants that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Incorpro for the duration and purposes of the engagement.

    Our Commitments

    In relation to any Client Data processed in connection with the performance of our obligations, we shall:

    • Process that personal data only on the instructions of the Company, unless otherwise required to do so by applicable law.
    • Ensure that we have in place appropriate technical and organisational measures to protect Client Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
    • Ensure that all personnel who have access to Client Data are obliged to keep the personal data confidential.
    • Not transfer any personal data outside of the European Economic Area unless we comply with our obligations under the Data Protection Legislation.
    • Notify the Company without undue delay on becoming aware of a personal data breach.
    • At the written direction of the Company, delete or return Client Data and copies thereof on termination of the agreement unless required by applicable law to store the Client Data.
  9. 29. Limitation of Liability

    We shall not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We shall accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

    We will perform the engagement with reasonable skill and care. Other than where we are prohibited by law from limiting our liability, our aggregate liability in respect of services provided to you shall in all cases (whether in contract, tort or otherwise) be limited to an amount equal to five times the fees paid by you for such services prior to the relevant claim arising.

    To the extent permitted by law we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

  10. 30. Professional Obligations

    We will observe and act in accordance with the Bye-laws and Regulations and Code of Ethics of the Institute of Chartered Accountants in Ireland and will accept instructions to act for you on this basis.

    In particular you give us the authority to correct errors made by Revenue if we become aware of them.

    We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

    The requirements are also available online at www.charteredaccountants.ie/Professional-Standards/Bye-laws-and-Regulations.

    Reliance on Advice

    Any material or report prepared by us as part of this assignment, or other advice or information we provide to you as part of our service are for your sole use, and not for any third party to whom you may communicate them, unless we have expressly agreed in the terms of engagement that a specified third party may rely on our work.

    We accept no responsibility to third parties, including any group company to whom the terms of engagement is not addressed, for any report prepared by us or any other advice, information or material produced as part of our work for you which you make available to them.

  11. 31. Intellectual Property

    We retain all intellectual property rights in any document or other materials prepared by us during the course of carrying out the engagement.

    You are not permitted to use our advices, our name or trademarks in any statement or document you may issue unless our prior written consent has been obtained, except where such statements or documents are required to be made public in accordance with applicable law.

  12. 32. Termination Rights

    Our Right to Terminate

    We reserve the right to withdraw from the engagement at any time with immediate effect on written notice to the Company.

    In the event of termination of our engagement, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal, regulatory or ethical reasons to cease work immediately. In that event, we will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

    Immediate Termination

    Incorpro reserves the right to terminate Ongoing Accounting Services immediately if:

    • The client provides false or misleading information.
    • The client engages in activities that Incorpro reasonably believes to be illegal or unethical.
    • The client fails to cooperate with reasonable requests for information or documentation.
    • The client's business activities fall outside the scope of services Incorpro is licensed or willing to provide.
    • Continued engagement would expose Incorpro to unacceptable legal, regulatory, or reputational risk.
  13. 33. Entire Agreement

    These Terms and Conditions, together with any Package-specific terms and any written variations agreed between the parties, constitute the entire agreement between Incorpro and the Client.

    These Terms supersede all prior discussions, correspondence, negotiations, representations, warranties, or agreements (whether written or oral) relating to the subject matter.

    No variation of these Terms shall be effective unless made in writing and signed by or on behalf of both parties, or communicated through the MyIncorpro Platform in a manner that requires acknowledgement.

    If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Incorpro

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