MT CFO PARTNERS
Terms of Service
This document, titled "Terms of Service for MT CFO PARTNERS (the "Terms"), is hereby established by and between MT CFO PARTNERS ("MT CFO PARTNERS"), a business providing Chief Financial Officer (CFO) services in France and internationally, and each client engaging MT CFO PARTNERS's services (the "Client"). These Terms govern the provision of MT CFO PARTNERS's services, including but not limited to financial planning, tax compliance, and strategic advice, and set forth the rights and responsibilities of the involved parties.
WHEREAS, MT CFO PARTNERS offers three tiers of service - Finance Control and Scale CFO, tailored to businesses of varying sizes and needs, specifically those led by women; and
WHEREAS, MT CFO PARTNERS is committed to strict confidentiality, data protection, and compliance with relevant legal and regulatory requirements, including GDPR and other applicable international privacy regulations;
WHEREAS, the Client acknowledges the importance of cooperation and timely provision of accurate data to enable MT CFO PARTNERS to deliver its services effectively;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,MT CFO PARTNERS and the Client agree to comply with these Terms. These Terms are effective as of the date of acceptance by the Client and will remain in effect until terminated in accordance with these Terms.
These Terms may be amended from time to time, with such amendments becoming effective upon their posting on MT CFO PARTNERS's website or upon written notice to the Client. Either party may terminate this agreement by providing a 30-day written notice, unless otherwise specified within the service-specific provisions.
1. Scope Of Services
MT CFO PARTNERS shall provide CFO services (the "Services") to the Client as detailed in this Agreement. The Services are divided into three distinct service tiers (the "Service Tiers"): Growth CFO, Scale CFO, and Global France CFO, each tailored to businesses of varying sizes, revenue, and specific financial needs.
1. Growth CFO: Designed for small to medium enterprises (SMEs) with annual revenues between €3M and €80M. The Growth CFO Services include:
a. Monthly dashboard and cash forecast.
b. Strategic coaching and automated reporting.
c. Cash & forecast using a rolling 13-week cash-flow model.
d. Risk alerts identifying potential financial risks.
e. Monthly 60-minute strategy call.
f. Investor-ready board packs.
g. Coordination with the Client's key advisors.
2. Scale CFO: For women-led businesses generating annual revenues between €4M and €7M, particularly those preparing for funding. The Scale CFO Services encompass:
a. Advanced dashboards and comprehensive cashflow & working capital optimization.
b. Investor-ready reporting available in both French and English (FR/EN).
c. Compliance and audit review for French, EU, and US regulations.
d. Two strategic CFO calls per month.
e. Secure project access via Microsoft Teams.
3. Global France CFO: Aimed at women-led companies with annual revenues exceeding €7M that are expanding internationally within the UE and US. The Global France CFO Services include:
a. International dashboards supporting multi-entity and multi-currency reporting.
b. Strategic board reporting provided in two languages (bilingual).
c. Compliance alerts relevant to international operations.
d. One in-person CFO session per week (in Paris or as otherwise agreed).
e. Unlimited email access and on-demand short check-ins.
f. A private and secure dashboard workspace on Cloud.
All services are available through a hybrid delivery model which may include remote or in-person engagements, depending on the service tier.
Onboarding is confirmed within 48 hours following a Strategic Fit Session between MT CFO PARTNERS and the Client. The specific Deliverables provided under each service tier shall be explicitly detailed within the applicable Service Tier descriptions.
2. Onboarding, Access, And Client Cooperation
The onboarding process for the Client shall commence immediately upon the Effective Date. M shall initiate a kick-off call and set up access for Growth CFO services within 48 hours of the Client's sign-up. For Scale CFO and Global France CFO services, the onboarding process is confirmed within 48 hours after completion of the Strategic Fit Session. MT CFO PARTNERS will complete the connection and configuration of the Client's accountant/ERP and necessary automations within the first 15 days of the onboarding period. The standard workflow for Growth CFO services involves the following steps: data extraction, analysis, preparation of the board pack, and a strategy call. To facilitate a smooth onboarding and ongoing service delivery, the Client is required to provide timely and accurate data, cooperation, and access to relevant systems, including but not limited to ERP/accounting systems. The Client shall also facilitate connections to their advisors as needed. Delays or failure to provide necessary information or access may impact MT CFO PARTNERS’s ability to deliver the agreed services and may result in adjustments to the timelines for Deliverables.
3. Fees, Invoicing & Payment Terms
The Client agrees to pay MT CFO PARTNERS the service fees specified for the selected tier of services, as outlined in Exhibit A: Service Tier Descriptions and Pricing. The available service tiers are: Growth CFO at €2,500 per month, Scale CFO at €4,500 per month, and Global France CFO at €7,000 per month. All tiers require a minimum commitment of six (6) months.
MT CFO PARTNERS shall provide the Client with an invoice on a monthly basis. The invoice shall detail the services rendered, corresponding fees, and any additional charges incurred during the billing period. The Client agrees to pay each invoice in full within fifteen (15) days of the invoice date.
All payments should be made in Euro (€), by bank transfer or any other payment method mutually agreed upon by MT CFO PARTNERS and the Client. In the event of late payment, the Client shall be liable to pay a late fee of 1.5% per month on the outstanding balance until the amount is paid in full.
To ensure transparency, MT CFO PARTNERS will provide access to an online dashboard where the Client can review ongoing service deliverables and financial information related to their account.
MT CFO PARTNERS reserves the right to adjust fees upon the renewal of the service term, provided that such adjustments are communicated to the Client in writing at least thirty (30) days in advance. Any disputes regarding invoicing or payment must be raised by the Client within thirty (30) days of the invoice date, after which the invoice shall be considered final and payable.
All applicable taxes, levies, or duties are the responsibility of the Client, excluding taxes based on MT CFO PARTNERS's income. In circumstances where legal action is required to recover outstanding fees, the Client agrees to reimburse MT CFO PARTNERS for all reasonable costs and expenses incurred in collection, including attorneys’ fees.
4. Term, Renewal & Termination
The initial term of this Agreement shall commence on the Effective Date and shall continue for a minimum period of six (6) months (the 'Initial Term'). Following the Initial Term, this Agreement will automatically renew on a month-to-month basis unless either party provides written Notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement for convenience by providing a thirty (30) day written Notice to the other party, effective at the end of the then-current term or any renewal period.
Additionally, either party may terminate this Agreement immediately for cause if the other party (i) commits a material breach of any provision of this Agreement and fails to remedy such breach within fifteen (15) days of written Notice thereof, or (ii) becomes insolvent, files for bankruptcy, or has a receiver appointed.
Upon termination or expiration of this Agreement for any reason, Client shall pay MT CFO PARTNERS for all services rendered and expenses incurred up to the effective date of termination. All provisions of this Agreement which by their nature should survive termination shall survive, including, but not limited to, confidentiality, data protection, and the Client’s obligation to pay outstanding fees.
5. Confidentiality
Both MT CFO PARTNERS and the Client recognize that during the course of performing services under these Terms, each party may disclose or make accessible to the other certain confidential and proprietary information ("Confidential Information"). Confidential Information includes, but is not limited to, financial data, business operations information, or any other information marked or identified as confidential or which, by its nature, should be reasonably understood to be confidential. Both parties agree to the following terms regarding confidentiality:
1. Mutual Non-Disclosure: Prior to onboarding, both parties will sign a Mutual Non-Disclosure Agreement (NDA) as detailed in Exhibit C: Mutual Non-Disclosure Agreement (NDA). This NDA outlines the specific obligations and standards for handling Confidential Information.
2. Confidentiality Obligations: Both parties shall:
a. Maintain strict confidentiality of all Confidential Information received.
b. Only use Confidential Information for the purpose of fulfilling their obligations under these Terms.
c. Restrict access to Confidential Information to employees, agents, and Third-Party Providers who need such access to perform their responsibilities and are bound by confidentiality obligations.
3. Protection Measures: Confidential Information shared will be protected using encrypted, access-controlled systems to prevent unauthorized access or disclosure.
4. Return or Destruction: Upon termination of services, or upon request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information received.
5. Exclusions: Confidential Information does not include information that is:
a. Publicly known through no breach of the confidentiality obligations.
b. Already known to the receiving party prior to disclosure without any obligation of confidentiality.
c. Rightfully received from a third-party without breach of any confidentiality obligations.
6. Remedies: Any breach of these confidentiality obligations may cause irreparable harm and may entitle the non-breaching party to seek specific performance, injunctive relief, or other equitable remedies in addition to any other legal remedies available.
6. Data Protection & Privacy
1. Compliance with GDPR and International Privacy Laws: MT CFO PARTNERS shall process all Personal Data in compliance with the General Data Protection Regulation (GDPR) and other relevant international privacy laws. MT CFO PARTNERS is committed to ensuring that all Personal Data are processed lawfully, fairly, and transparently.
2. Data Processing and Protection: MT CFO PARTNERS collects, stores, and processes the financial records of the Client, which are considered Personal Data. MT CFO PARTNERS uses Third-Party Providers, including Microsoft, to host and process data, which may take place outside France/EU. MT CFO PARTNERS ensures that these providers are compliant with Applicable Law and uphold strict data protection standards. Detailed information on data processing activities can be found in Exhibit B: Data Processing Addendum.
3. Data Protection Officer (DPO): MT CFO PARTNERS has appointed a Data Protection Officer (DPO) to oversee compliance with data protection laws and to manage issues related to Personal Data. The DPO can be contacted regarding any concerns or requests related to Personal Data.
4. Transfers of Personal Data: When transferring Personal Data outside the EU, MT CFO PARTNERS ensures appropriate safeguards are in place as required by Applicable Law to protect the data. These safeguards may include contractual clauses recognized by GDPR or other standard data protection clauses.
5. Confidential Information: MT CFO PARTNERS adheres to strict confidentiality provisions concerning Personal Data and any other Confidential Information. Such data will not be disclosed to unauthorized third parties and will be protected against unauthorized access and accidental or unlawful destruction, loss, alteration, or unauthorized disclosure.
6. Client's Rights: The Client has the right to access, rectify, erase, restrict processing, object to processing, and data portability as per GDPR and other relevant international privacy laws. Requests regarding these rights should be directed to the DPO of MT CFO PARTNERS.
7. Intellectual Property
All Intellectual Property rights in any materials, methodologies, processes, techniques, designs, analyses, and other work products, including but not limited to any software, documents, reports, or other deliverables (collectively, 'Deliverables') developed or provided by MT CFO PARTNERS in connection with the services rendered under these Terms shall remain the exclusive property of MT CFO PARTNERS. The Client is granted a non-exclusive, non-transferable, royalty-free license to use the Deliverables solely for their internal business purposes. This license does not include any right to sublicense, sell, or distribute the Deliverables to any third party without the prior written consent of MT CFO PARTNERS. Any modifications, enhancements, or derivative works of the Deliverables created by the Client shall be deemed to be the property of MT CFO PARTNERS, and any rights thereto are hereby assigned to MT CFO PARTNERS. The Client agrees not to remove any copyright, trademark, or other proprietary notices from the Deliverables.
8. Client Responsibilities & Warranties
The Client agrees to fulfill the following responsibilities and provides warranties as a condition of receiving the Services from MT CFO PARTNERS:
a. Access and Data Provision: The Client must ensure MT CFO PARTNERS receives necessary access to its ERP/accounting systems, and allows timely and continual communication with its accountants, lawyers, payroll/HR partners, and other relevant personnel. The Client is responsible for providing all necessary data to enable automation processes and the configuration of dashboards.
b. Cooperation during Onboarding and Workflow Processes: The Client shall cooperate fully and in a timely manner during the onboarding process and throughout the duration of receiving Services. This includes participating in meetings, providing requested information, and responding to communications as promptly as possible.
c. Accuracy of Information: The Client warrants that all information and data provided to MT CFO PARTNERS is accurate, complete, and up-to-date. Any changes to the provided information must be communicated to MT CFO PARTNERS without undue delay.
d. Legal Compliance: The Client shall ensure that all activities conducted in cooperation with MT CFO PARTNERS comply with applicable laws and regulations, including data protection and privacy laws.
e. Responsibility for Third-Party Service Providers: The Client is responsible for ensuring its third-party service providers (e.g., accountants, lawyers, payroll/HR partners) are available and cooperative as required for MT CFO PARTNERS to deliver the Services effectively.
f. Confidentiality and Security: The Client must handle confidential information received from MT CFO PARTNERS with the same level of care it uses to protect its own confidential information and comply with any applicable confidentiality provisions as detailed in Section 5.
Failure to comply with the Client’s responsibilities and warranties as outlined above may result in delays, additional costs, or termination of the Services, as determined by MT CFO PARTNERS.
9. Responsibilities & Warranties
MT CFO PARTNERS is dedicated to providing high-quality financial services as outlined in the selected service tier. MT CFO PARTNERS commits to the following standards and responsibilities in delivering its Services and Deliverables to the Client:
a. Delivery of Services: MT CFO PARTNERS shall provide the agreed-upon Services per the selected service tier, ensuring all Deliverables are completed in a timely manner. Onboarding of new clients will be completed within 48 hours, and monthly deliverables will be provided as specified in the service tier agreement. Scheduled calls and in-person sessions, where contracted, will be conducted as agreed upon with the Client.
b. Confidentiality: MT CFO PARTNERS will maintain strict confidentiality of all Client information in accordance with Clause 5: Confidentiality. All data, communications, and documents shared by the Client will be securely handled and protected.
c. Data Security: MT CFO PARTNERS utilizes secure and encrypted systems and platforms to safeguard Client data, in line with the standards outlined in Clause 5: Confidentiality and Clause 6: Data Protection & Privacy. MT CFO PARTNERS ensures compliance with GDPR and other applicable international privacy regulations.
d. Commitment to Compliance: MT CFO PARTNERS guarantees that all its practices and procedures comply with relevant legal and regulatory requirements, including but not limited to GDPR and other international privacy regulations as detailed in Clause 6: Data Protection & Privacy.
e. Disclaimers: MT CFO PARTNERS shall not be held liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, governmental actions, or other force majeure events. MT CFO PARTNERS does not warrant that the provided services will be completely error-free or that the deliverables will meet all specific Client requirements not expressly stated in the agreement.
10. Limitations Of Liability
To the fullest extent permitted by law, MT CFO PARTNERS's liability to the Client for any claims, losses, damages, or expenses arising out of or in connection with the Services or Deliverables provided under these Terms shall be limited to the amount paid by the Client to MT CFO PARTNERS for such Services or Deliverables in the twelve (12) months immediately preceding the event giving rise to the liability. In no event shall MT CFO PARTNERS be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, loss of data, or business interruption, whether or not such damages were foreseeable and even if MT CFO PARTNERS had been advised of the possibility of such damages.
MT CFO PARTNERS shall not be liable for any failure to perform, or delay in performance of, any of its obligations under these Terms if such failure or delay is due to a Force Majeure Event. A 'Force Majeure Event' shall mean any event or circumstance beyond the reasonable control of MT CFO PARTNERS, including but not limited to acts of God, natural disasters, war, civil unrest, terrorism, governmental actions, and interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services.
11. Indemnification
Both MT CFO PARTNERS and the Client (each an 'Indemnifying Party') agree to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, and representatives (each an 'Indemnified Party') from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to any third-party claims, actions, lawsuits, investigations, or proceedings (collectively, 'Claims') to the extent that such Claims arise from or are related to:
a. The Indemnifying Party's breach of these Terms or applicable laws;
b. The Indemnifying Party's negligence, willful misconduct, or fraudulent acts; and
c. Any actual or alleged infringement of any Intellectual Property Rights or misappropriation of trade secrets by the Indemnifying Party.
In the event of a Claim subject to indemnification hereunder, the Indemnified Party will:
a. Promptly notify the Indemnifying Party in writing of the Claim;
b. Provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party's expense, in the defense and settlement of the Claim; and
c. Allow the Indemnifying Party to control the defense and settlement of the Claim, provided that the Indemnifying Party may not settle any Claim in a manner that adversely affects the Indemnified Party's rights without the Indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed.
The obligations under this section shall survive the termination, cancellation, or expiration of these Terms.
12. Dispute Resolution, Class Action Waiver & Arbitration
In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to resolve any such dispute through the following mechanisms, which shall be the exclusive procedures for the resolution of such disputes:
a. Notice: Either party may initiate the dispute resolution process by providing written notice to the other party (the 'Notice'). The Notice shall include a brief statement of the nature of the dispute and the relief requested.
b. Negotiation: Upon receipt of the Notice, the parties agree to first attempt to resolve the dispute through good faith negotiations. Such negotiations shall commence within 15 days of receipt of the Notice and continue for a period of 30 days unless extended by mutual written agreement of the parties.
c. Arbitration: If the dispute is not resolved through negotiation within the specified period, the parties agree that the dispute shall be settled by binding arbitration administered by a reputable arbitration organization, such as the International Chamber of Commerce (ICC) or the American Arbitration Association (AAA), in accordance with their rules for commercial arbitration. The seat of the arbitration shall be in Paris, France, and the arbitration shall be conducted in English.
d. Class Action Waiver: The parties agree that any dispute resolution proceedings, whether in arbitration or otherwise, will be conducted only on an individual basis and not as a class or collective action, and the parties expressly waive their right to bring or participate in any class or collective action.
e. Finality: The arbitration award shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
f. Applicable Law: The resolution of any dispute shall be governed by and construed in accordance with the laws of France, without regard to its conflict of laws principles.
13. Force Majeure
Neither MT CFO PARTNERS nor the Client shall be held liable for any failure or delay in the performance of their respective obligations under these Terms, if such failure or delay is due to a Force Majeure Event. A 'Force Majeure Event' refers to any event that is beyond the reasonable control of the affected party, including but not limited to natural disasters, pandemics, acts of government, war, civil unrest, strikes, and interruptions in telecommunications or internet services. The affected party must notify the other party in writing as soon as reasonably possible following the occurrence of the Force Majeure Event, specifying the nature and expected duration of the event and the mitigation measures being taken to minimize the impact on contractual performance. If the Force Majeure Event continues for a period of more than 30 days, either party shall have the right to terminate these Terms by providing a written notice to the other party. Obligations not performed due to the Force Majeure Event shall be resumed once the event is over or no longer affects the performance of the obligations.
14. Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing. Notices to MT CFO PARTNERS shall be sent to the following address or email unless otherwise specified in writing: Myriam Traore, MT CFO PARTNERS, contact@mtcfopartners.com. Notices to the Client shall be sent to the address or email provided during the onboarding process. Notices shall be deemed to have been duly given when received, if personally delivered; when sent, if mailed using a nationally or internationally recognized next-day delivery service; or when sent, if transmitted by email. Either party may change its contact information for notices by giving a written notice of such change in accordance with this section.
15. Miscellaneous Provisions
a. Assignment: The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of MT CFO PARTNERS. MT CFO PARTNERS may assign its rights and obligations under this Agreement at its sole discretion.
b. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Paris, France.
c. Amendments: MT CFO PARTNERS reserves the right to amend, modify, or update these Terms at any time. Any changes will become effective immediately upon posting on MT CFO PARTNERS's website or upon written notice to the Client. The Client's continued use of MT CFO PARTNERS's services following such changes constitutes acceptance of the new Terms.
d. Integration: This Agreement, including any exhibits, addenda, or other documents incorporated by reference, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, representations, understandings, or negotiations between the parties, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless expressly stated in a written instrument signed by both parties.
e. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed severed from the Agreement, and the remaining provisions shall continue in full force and effect.
f. No Waiver: The failure of MT CFO PARTNERS to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MT CFO PARTNERS in writing.
Exhibit A: Service Tier Descriptions And Pricing
This exhibit provides detailed descriptions and pricing for each of MT CFO PARTNERS's three service tiers: Growth CFO, Scale CFO, and Global France CFO. Each tier is designed to cater to businesses of varying sizes and needs, with a particular focus on women-led businesses.
The following are the service tiers, their scope, deliverables, and associated pricing:
1. Growth CFO: For emerging businesses aiming for consistent growth.
a. Scope: Comprehensive financial planning and analysis, budget preparation and monitoring, quarterly financial reports.
b. Deliverables: Financial statements, budget reports, cash flow forecasts, quarterly business reviews.
c. Pricing: €2500 per month.
2. Scale CFO: For growing businesses looking to scale operations.
a. Scope: Advanced financial management, strategic financial advice, monthly financial reports.
b. Deliverables: Monthly management accounts, strategic growth plans, risk assessments, financial dashboards.
c. Pricing: €4,500 per month.
3. Global France CFO: For established businesses with international operations.
a. Scope: Comprehensive global financial strategy, regulatory compliance, cross-border financial planning, tax optimization strategies, customized financial reports.
b. Deliverables: Regulatory compliance reports, global tax strategy documents, international financial statements, tailored financial analysis.
c. Pricing: €7,000 per month.
Exhibit B: Data Processing Addendum
This Data Processing Addendum (the 'Addendum') is part of the Terms of Service for MT CFO PARTNERS and addresses the processing of personal data as required under the General Data Protection Regulation (GDPR) and other applicable privacy laws. The terms and conditions set forth in this Addendum shall apply where MT CFO PARTNERS processes personal data on behalf of the Client. The terms below ensure the protection of such data and compliance with GDPR.
1. Definitions:
a. 'Controller' means the natural or legal person, public authority, agency, or another body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
b. 'Processor' means a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.
c. 'Personal Data' means any information relating to an identified or identifiable natural person (data subject).
d. 'Processing' means any operation or set of operations performed on personal data or sets of personal data, whether or not by automated means.
e. 'Data Subject' means an individual whose personal data is being processed.
f. 'Sub-Processor' means any processor engaged by MT CFO PARTNERS to assist in fulfilling its obligations with respect to the provision of services under the Agreement.
2. Processing of Personal Data: MT CFO PARTNERS shall process personal data only for the purposes necessary to perform its services and in accordance with the written instructions of the Client unless required otherwise by applicable law. MT CFO PARTNERS shall not process the personal data for any other purposes without the prior written consent of the Client.
3. Compliance with GDPR: Both parties agree to comply with all applicable data protection laws, including GDPR. MT CFO PARTNERS represents and warrants that it will:
a. Implement appropriate technical and organizational measures to ensure the protection of personal data.
b. Ensure that personnel authorized to process personal data are subject to confidentiality obligations.
c. Assist the Client in ensuring compliance with GDPR obligations, such as data subject rights requests, data protection impact assessments, and breach notifications.
d. Notify the Client without undue delay upon becoming aware of any personal data breach.
e. Maintain records of processing activities in accordance with GDPR requirements.
4. Sub-Processing: MT CFO PARTNERS may engage sub-processors to process personal data on behalf of the Client. MT CFO PARTNERS will ensure that any sub-processor it engages meets the same data protection obligations as set forth in this Addendum. MT CFO PARTNERS shall remain fully liable for the performance of any sub-processor.
5. Data Subject Rights: MT CFO PARTNERS shall promptly notify the Client of any requests received from data subjects to exercise their rights under GDPR (e.g., access, rectification, erasure, restriction, data portability, objection). MT CFO PARTNERS will assist the Client in responding to such requests as required by GDPR.
6. Data Transfer: MT CFO PARTNERS shall not transfer personal data outside the European Economic Area (EEA) without ensuring adequate protection measures are in place, in accordance with GDPR requirements.
7. Audit Rights: The Client has the right to audit MT CFO PARTNERS's compliance with this Addendum, including the implementation of appropriate technical and organizational measures. Such audits shall be carried out with reasonable advance notice and during regular business hours.
8. Return or Deletion of Personal Data: Upon termination of the services and at the Client's discretion, MT CFO PARTNERS shall either return or securely delete all personal data processed on the Client's behalf, except where laws require retention of such data.
9. Liability and Indemnification: Each party shall be liable for any damage caused by processing that breaches GDPR regulations. MT CFO PARTNERS agrees to indemnify the Client against any claims, losses, or damages arising from a breach of this Addendum caused by MT CFO PARTNERS's processing activities.
Exhibit C: Mutual Non-Disclosure Agreement (Nda)
This Mutual Non-Disclosure Agreement (NDA) (Exhibit C) is designed to protect the confidentiality of information exchanged between MT CFO PARTNERS and the Client. Prior to onboarding, both parties agree to the following terms:
1. Confidential Information: 'Confidential Information' includes any information designated by either party as confidential, proprietary, sensitive, or is reasonably understood to be confidential considering the nature of the information and the circumstances of disclosure. This includes but is not limited to business strategies, financial data, client lists, marketing plans, trade secrets, and any other proprietary information.
2. Obligations of the Parties: Both MT CFO PARTNERS and the Client agree to hold and maintain the Confidential Information in strict confidence. They shall not disclose, use, copy, or distribute the information for any purpose other than as necessary to perform their obligations under the Terms of Service.
3. Exclusions from Confidential Information: Confidential Information does not include information which (a) is publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is disclosed under a duty to a third party who is not bound to a confidentiality obligation to the disclosing party.
4. Duration of Obligation: The confidentiality obligations set forth in this NDA shall remain in effect during the term of the engagement and for a period of two (2) years following the termination or completion of services.
5. Return of Materials: Upon termination or completion of services and at the request of the disclosing party, the receiving party shall promptly return or destroy all documents and other tangible materials representing the Confidential Information.
6. Remedies: Both parties acknowledge that any breach of this NDA may cause irreparable harm, entitling the disclosing party to seek injunctive relief in addition to other legal remedies.
7. Governing Law: This NDA shall be governed by and construed in accordance with French law, without regard to its conflict of law principles.