Terms of Service
This document, titled “Terms of Service of MT CFO PARTNERS” (the “Terms”), is established between MT CFO PARTNERS, a business providing Chief Financial Officer (CFO) services in France and internationally, and any legal entity having subscribed to the services of MT CFO PARTNERS (the “Client”). These Terms govern the provision of MT CFO PARTNERS’s services, including in particular the operational financial management of French entities, the supervision of regulatory and tax compliance applicable in France in coordination with the Client’s qualified advisors (chartered accountant, tax lawyer, statutory auditor), as well as strategic advisory in matters of financial governance for French subsidiaries of foreign groups, and set forth the rights and obligations of the parties.
WHEREAS MT CFO PARTNERS offers two service offerings — France Operations CFO and France Strategic CFO — designed for foreign-owned companies operating in France;
WHEREAS MT CFO PARTNERS is committed to strict confidentiality, data protection, and compliance with applicable legal and regulatory requirements, including the GDPR and any other relevant international regulation;
WHEREAS the Client acknowledges the importance of its cooperation and the timely provision of accurate data to enable MT CFO PARTNERS to perform its services effectively;
NOW, THEREFORE, in consideration of the mutual commitments set forth herein, MT CFO PARTNERS and the Client agree to comply with these Terms. The Terms take effect on the date of their acceptance by the Client and remain in force until terminated in accordance with the provisions hereof.
These Terms may be amended at any time by MT CFO PARTNERS, such amendments taking effect upon publication on the Provider’s website or written notification to the Client. Either party may terminate this agreement by providing thirty (30) days’ written notice, unless otherwise provided in the conditions specific to each offering.
ARTICLE 1 — DESCRIPTION OF SERVICE OFFERINGS
MT CFO PARTNERS provides the Client with Chief Financial Officer services (the “Services”) as detailed in this agreement. These Services are structured into two distinct offerings (the “Offerings”), delivered under a part-time engagement model with operational integration into the Client’s tools and teams, without separate onboarding fees. The applicable Offering is that specified in the engagement letter signed by the parties.
The France Operations CFO Offering is designed for entities whose financial operations need to be structured, managed and secured on a day-to-day basis. The France Strategic CFO Offering is designed for entities facing a structuring decision or event — transaction, restructuring, fundraising or accelerated growth — requiring a high-commitment CFO presence integrated into the Client’s decision-making bodies.
1.1 — France Operations CFO
Fee: between €4,500 and €6,000 excl. VAT / month — monthly retainer, no onboarding fee
Target clients: foreign-owned subsidiaries operating in France with annual revenues between €5M and €30M and 15 to 150 employees. This Offering is designed for entities requiring a genuine operational CFO, distinct from a simple accounting firm. Minimum commitment of three (3) months.
Deliverables: the deliverables are specified in the engagement letter, adapted to the Client’s operational context, notably taking into account existing reporting tools and group requirements. They systematically include: operational and strategic financial management of the French entity, monthly financial reporting, treasury monitoring, supervision of the regulatory compliance calendar applicable in France, coordination with the Client’s service providers, and regular strategic review meetings. Format and frequency are adjusted to the Client’s group tools and requirements.
1.2 — France Strategic CFO
Fee: between €9,000 and €12,000 excl. VAT / month
Target clients: major French entities (revenue exceeding €30M) or companies facing a structuring event — transaction, restructuring, fundraising or due diligence. Minimum commitment of three (3) months. NDA to be signed prior to commencement.
Engagement model: minimum 2 days per week on-site (Paris or agreed location) — high-intensity mandate.
Deliverables: the deliverables are specified in the engagement letter and in the data room established after signing the NDA prior to commencement. They include all deliverables of the France Operations CFO Offering, supplemented by additional services adapted to the structuring event identified at mission inception. In all cases, MT CFO PARTNERS provides, according to agreed modalities and in addition to the operational deliverables: operational and strategic financial management of the French entity, the production of a quantified initial diagnostic and a prioritised action plan presented to the group’s governing bodies, the preparation of management reports and investor presentations (bilingual FR/EN), assistance with the constitution of the data room and due diligence processes, participation in management committees and strategic meetings, and a weekly on-site presence. Direct and unlimited access is guaranteed for any urgent decision.
ARTICLE 2 — ONBOARDING PROCESS AND CLIENT COOPERATION
The onboarding process may not commence until the following prerequisite conditions, common to both Offerings, have been fulfilled: signature of the contract or engagement letter, and payment of the first month’s fees — or a minimum of three (3) months for the France Strategic CFO Offering. These conditions constitute a mandatory prerequisite to any operational commitment by MT CFO PARTNERS.
For both Offerings, MT CFO PARTNERS initiates the kick-off meeting within five (5) business days following fulfilment of the prerequisite conditions. For the France Strategic CFO Offering, for which the signing of the NDA constitutes an additional prerequisite condition, the extended kick-off meeting is organised within ten (10) business days following fulfilment of all prerequisite conditions, without the need for a separate pre-meeting session.
MT CFO PARTNERS proceeds with the connection and configuration of the Client’s accounting and ERP systems, as well as the necessary automations, within fifteen (15) business days following the kick-off meeting for the France Operations CFO Offering, and within twenty (20) business days following the extended kick-off meeting for the France Strategic CFO Offering. For the France Strategic CFO Offering, this also includes the constitution of the data room. The standard workflow comprises the following steps: data collection and extraction, financial situation analysis, preparation of the first management report, and holding of the initial strategic review meeting.
To ensure the smooth running of onboarding and continuity of services, the Client undertakes to provide accurate and complete data in a timely manner, to cooperate actively and to grant MT CFO PARTNERS access to the necessary systems, including accounting and ERP software, and to ensure the availability of all required contacts — CFO, CEO, accountants, legal counsel, HR, payroll partners and any other relevant internal or external advisor. The Client shall also facilitate introductions to its group advisors (HQ) as required by the mission. Any delay or failure in transmitting required information, providing system access or making key contacts available may affect MT CFO PARTNERS’s ability to perform the agreed services and may result in a corresponding adjustment of delivery timelines.
ARTICLE 3 — FEES, INVOICING AND PAYMENT TERMS
The Client agrees to pay MT CFO PARTNERS the fees corresponding to the subscribed Offering, as specified in the engagement letter. Fees are determined based on the scope of the mission, the entity's revenue and the level of commitment required. For reference, current fee ranges are summarised in the table below.
Service
Monthly Fee (excl. VAT)
Minimum Commitment
France Operations CFO
Between €4,500 and €6,000 excl. VAT
3 months
France Strategic CFO
Between €9,000 and €12,000 excl. VAT
3 months
MT CFO PARTNERS issues a monthly invoice stating the designation of the subscribed Offering, the relevant service period, the fee amount excluding VAT and any additional charges previously agreed. The Client agrees to pay each invoice within fifteen (15) days of its issue date.
Payments shall be made in euros (€), by bank transfer or any other mutually agreed method. Any late payment shall automatically give rise, without prior notice, to late payment penalties at the rate of 1.5% per month on the outstanding amount inclusive of VAT, as well as a fixed recovery indemnity of €40 (pursuant to Article D. 441-5 of the French Commercial Code).
To ensure transparency, MT CFO PARTNERS makes available to the Client a secure workspace allowing access to ongoing deliverables and documents relevant to the mission.
MT CFO PARTNERS reserves the right to revise its fees at the end of each minimum commitment period, subject to thirty (30) days’ written notice. Any invoice dispute must be notified in writing within thirty (30) days of issue, after which the invoice shall be deemed accepted and finally payable.
All applicable taxes and levies are the exclusive responsibility of the Client, except for taxes assessed on MT CFO PARTNERS’s income. In the event of legal proceedings to recover amounts due, the Client shall bear all judicial and extrajudicial costs incurred by MT CFO PARTNERS, including legal fees.
ARTICLE 4 — TERM, RENEWAL AND TERMINATION
The agreement takes effect on the date of signature (the “Effective Date”) and is entered into for a minimum period of three (3) months (the “Initial Term”). Following the Initial Term, the agreement automatically renews on a month-to-month basis unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
Either party may terminate the agreement for convenience upon thirty (30) days’ written notice, taking effect at the end of the current monthly period.
By way of exception, either party may terminate the agreement immediately and without notice in the event of: (i) a material breach by the other party not remedied within fifteen (15) days of formal notice by registered letter with acknowledgement of receipt; (ii) the opening of insolvency proceedings against the other party.
In all circumstances, the Client remains liable for payment of fees corresponding to services rendered and expenses incurred up to the effective termination date. Provisions relating to confidentiality, data protection, intellectual property and payment obligations survive termination of the agreement.
ARTICLE 5 — CONFIDENTIALITY
MT CFO PARTNERS and the Client acknowledge that, in the course of performing the agreement, each party may communicate to the other certain confidential or proprietary information (the “Confidential Information”), including financial data, commercial or operational information. The parties agree to the following obligations:
• 1. Mutual Non-Disclosure Agreement: prior to onboarding, the parties shall sign a Mutual Non-Disclosure Agreement (NDA) whose terms are set out in Annex C.
• 2. Confidentiality obligations: each party shall: (a) maintain strict confidentiality of all Confidential Information received; (b) use it exclusively for the purposes of performing the agreement; (c) restrict access to those members of its personnel, agents or subcontractors who need it and are bound by equivalent confidentiality obligations.
• 3. Protection measures: Confidential Information shall be protected using encrypted, access-controlled systems.
• 4. Return or destruction: upon termination of the agreement, or at the disclosing party’s request, the receiving party shall promptly return or destroy the Confidential Information received.
• 5. Exclusions: Confidential Information does not include information: (a) falling into the public domain without fault of the receiving party; (b) known to the receiving party prior to disclosure without confidentiality obligation; (c) legitimately received from a third party not subject to confidentiality obligations.
• 6. Remedies: any breach may cause irreparable harm entitling the injured party to seek specific performance, interim relief or any other urgent measure, without prejudice to any other remedy.
ARTICLE 6 — PERSONAL DATA PROTECTION
• 1. GDPR compliance: MT CFO PARTNERS processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable legal provisions. MT CFO PARTNERS undertakes to process such data lawfully, fairly and transparently.
• 2. Processing and protection: MT CFO PARTNERS collects and processes the Client’s financial data strictly necessary for the performance of the Services. MT CFO PARTNERS may engage third-party providers for hosting and processing, who comply with applicable law. Processing details are set out in Annex B.
• 3. Data protection contact: MT CFO PARTNERS has designated a data protection contact responsible for data protection matters. All requests relating to personal data (exercise of rights, incident reporting, compliance queries) should be addressed to: privacy@mtcfopartners.com.
• 4. Transfers outside the EU: MT CFO PARTNERS uses digital service providers whose servers may be located outside the European Economic Area, including in the United States. MT CFO PARTNERS ensures that such providers have the protection mechanisms required by the GDPR (standard contractual clauses, adequacy decision or equivalent mechanism). MT CFO PARTNERS cannot, however, be held liable for the processing practices of these third-party providers beyond the contractual safeguards obtained.
• 5. Confidentiality: MT CFO PARTNERS applies strict confidentiality provisions to personal data. Such data shall not be disclosed to unauthorised third parties and shall be protected against unauthorised access, accidental or unlawful destruction, loss, alteration or unauthorised disclosure.
• 6. Client’s rights: the Client has the right to access, rectify, erase, restrict processing, object to processing and data portability under the GDPR. These rights are exercised with MT CFO PARTNERS’s designated data protection contact.
ARTICLE 7 — INTELLECTUAL PROPERTY
All intellectual property rights in the methodologies, tools, processes, analyses and deliverables (collectively the “Deliverables”) developed or provided by MT CFO PARTNERS in the context of these Terms remain the exclusive property of MT CFO PARTNERS, including any proprietary tool or platform used in the course of the mission, in particular the CAPID Veille platform. Expressly excluded from the scope of these Terms are tools and platforms operated under a separate legal entity, whose conditions of use are governed by a separate agreement. The Client is granted a non-exclusive, non-transferable, royalty-free licence to use the Deliverables, strictly limited to its internal business purposes. This licence does not include any right to sublicense, assign or commercialise the Deliverables without prior written consent from MT CFO PARTNERS. Any modification or derivative work created by the Client shall be deemed the property of MT CFO PARTNERS. The Client undertakes not to remove any proprietary notices from the Deliverables.
ARTICLE 8 — CLIENT OBLIGATIONS AND WARRANTIES
The Client undertakes to fulfil the following obligations throughout the term of the agreement:
• a. Access and data: to grant MT CFO PARTNERS access to the necessary systems (ERP, accounting software, etc.) and ensure the availability of its internal and external advisors (chartered accountant, legal counsel, payroll/HR, HQ). The Client is responsible for providing all data necessary to enable automation processes and dashboard configuration.
• b. Cooperation: to participate actively and without delay in meetings, respond to information requests and make required documents available throughout the mission.
• c. Accuracy of information: to warrant the accuracy, completeness and currency of all data and information provided to MT CFO PARTNERS. Any material change shall be communicated without delay.
• d. Legal compliance: to ensure that all activities conducted in cooperation with MT CFO PARTNERS comply with applicable laws and regulations, including data protection legislation.
• e. Third-party providers: to ensure the availability and cooperation of its third-party service providers in the conditions and timescales necessary for the proper performance of the mission.
• f. Security and confidentiality: to treat Confidential Information received from MT CFO PARTNERS with the same level of care as its own confidential information, and to comply with Article 5.
Failure to comply with any of these obligations may result in delays, additional costs or termination of the agreement at the Client’s fault.
ARTICLE 9 — MT CFO PARTNERS OBLIGATIONS AND WARRANTIES
MT CFO PARTNERS undertakes to perform the Services with the care and diligence expected of a qualified professional in its field:
• a. Performance of Services: MT CFO PARTNERS shall deliver the agreed Deliverables in accordance with the timelines set out in the agreement. The kick-off meeting is initiated within five (5) business days following fulfilment of the prerequisite conditions, in accordance with Article 2. Scheduled meetings and on-site sessions are held on the dates agreed with the Client.
• b. Confidentiality: MT CFO PARTNERS warrants the confidentiality of all Client information in accordance with Article 5.
• c. Data security: MT CFO PARTNERS uses encrypted and secure systems to protect Client data, in compliance with Articles 5 and 6.
• d. Regulatory compliance: MT CFO PARTNERS warrants that its practices and procedures comply with applicable legal and regulatory requirements, including the GDPR.
• e. Best efforts and limitations: MT CFO PARTNERS is bound by a best-efforts obligation. It shall not be liable for delays or failures resulting from circumstances beyond its control or from the Client’s failure to cooperate. MT CFO PARTNERS does not warrant that its Services will be entirely free of errors.
ARTICLE 10 — LIMITATION OF LIABILITY
MT CFO PARTNERS’s liability, for all causes combined, is expressly limited to the total fees actually received from the Client during the twelve (12) months preceding the event giving rise to the claimed loss. In no event shall MT CFO PARTNERS be liable for indirect, immaterial, consequential, special or punitive losses (including loss of revenue, loss of profit, reputational damage, loss of data, business interruption), whether or not foreseeable and even if MT CFO PARTNERS had been advised of their possibility.
MT CFO PARTNERS shall be released from all liability for non-performance resulting from a force majeure event as defined in Article 13, meaning any external, unforeseeable and irresistible event, including: natural disaster, pandemic, governmental action, war, civil unrest, general strike, or major failure of telecommunications or IT networks.
ARTICLE 11 — WARRANTIES AND INDEMNIFICATION
MT CFO PARTNERS and the Client (each as “Indemnifying Party”) agree to indemnify, defend and hold harmless the other party and its directors, employees, agents and representatives (the “Indemnified Party”) from and against any claim, loss, liability, damage, penalty, cost and expense (including legal fees) arising from third-party claims to the extent they relate to:
• any breach by the Indemnifying Party of its contractual or legal obligations;
• any fault, gross negligence or fraudulent act by the Indemnifying Party;
• any actual or alleged infringement of third-party intellectual property rights attributable to the Indemnifying Party.
The Indemnified Party undertakes to: (a) promptly notify the Indemnifying Party of any claim; (b) provide reasonable assistance in the defence; (c) allow the Indemnifying Party to control the defence and settlement, provided that any settlement affecting the Indemnified Party’s rights requires its prior consent. These obligations survive termination of the agreement.
ARTICLE 12 — DISPUTE RESOLUTION AND ARBITRATION
In the event of any dispute relating to the formation, interpretation, performance or termination of the agreement, the parties agree to resort exclusively to the following mechanisms:
• a. Prior notice: the party raising a dispute shall notify the other by registered letter with acknowledgement of receipt, stating the nature of the dispute and the remedy sought.
• b. Negotiation: upon receipt, the parties shall engage in good faith negotiations within fifteen (15) days, for a period of thirty (30) days, extendable by mutual agreement.
• c. Arbitration: failing amicable resolution, the dispute shall be submitted to binding arbitration administered by the International Chamber of Commerce (ICC), seated in Paris, conducted in English.
• d. Class action waiver: the parties expressly waive any right to bring or participate in any class or collective action.
• e. Finality: the arbitral award shall be final and binding and may be enforced by any competent court.
• f. Governing law: the agreement is governed by French law, without regard to its conflict of laws rules.
ARTICLE 13 — FORCE MAJEURE
Neither party shall be liable for any failure to perform its contractual obligations where such failure results from a force majeure event within the meaning of Article 1218 of the French Civil Code, meaning any external, unforeseeable and irresistible event, including: natural disaster, pandemic, governmental action, war, civil unrest, general strike, or major failure of telecommunications or IT networks.
The affected party shall notify the other without delay, specifying the nature, expected duration and mitigation measures taken. If the event persists beyond thirty (30) days, either party may terminate the agreement by written notice, without indemnity. Obligations not performed due to force majeure shall resume upon cessation of the event.
ARTICLE 14 — NOTICES
All notices provided for in the agreement shall be addressed in writing to the following contacts:
MT CFO PARTNERS: Myriam Traore — 6/7 Marine Road, Dun Laoghaire, Dublin A96 P9H6, IE — contact@mtcfopartners.com | Data protection: privacy@mtcfopartners.com
Client: contact details provided at the time of contract signature.
Notices shall be deemed received on the date of personal delivery, on the date of sending if transmitted by email with read receipt, or the day after deposit for registered letters with acknowledgement of receipt. Either party may update its contact details by written notice to the other party in accordance with this article.
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ARTICLE 15 — MISCELLANEOUS PROVISIONS
• a. Assignment: the Client may not assign its rights and obligations without prior written consent from MT CFO PARTNERS. MT CFO PARTNERS may freely assign its rights, subject to prior notice to the Client.
• b. Governing law and jurisdiction: the agreement is governed by French law. The courts within the jurisdiction of the Paris Court of Appeal shall have exclusive jurisdiction (subject to Article 12).
• c. Amendment of Terms: MT CFO PARTNERS may amend these Terms at any time. Amendments take effect upon publication or written notification. Continued use of the services constitutes acceptance.
• d. Entire agreement: the agreement and its annexes constitute the entire agreement between the parties and supersede all prior agreements. Any modification must be made by written amendment signed by both parties.
• e. Severability: the invalidity of any provision shall not affect the validity of the remaining provisions.
• f. No waiver: failure by MT CFO PARTNERS to enforce any provision shall not constitute a waiver, unless expressly acknowledged in writing.
ANNEX A — SERVICE DESCRIPTIONS AND PRICING
This annex summarises MT CFO PARTNERS’s offerings, their scope and pricing conditions.
A.1 — France Operations CFO
• Scope: operational and strategic financial management of the French entity, treasury forecasting, supervision of regulatory compliance applicable in France, coordination with the Client’s service providers.
• Target clients: foreign subsidiaries in France, revenue €5M–€30M, 15 to 150 employees.
• Deliverables: monthly financial reporting, rolling treasury model, France compliance calendar, monthly strategic meeting, risk alerts, provider coordination, secure shared workspace.
• Minimum commitment: 3 months.
• Fee: between €4,500 and €6,000 excl. VAT / month.
A.2 — France Strategic CFO
• Scope: all France Operations CFO deliverables + quantified initial diagnostic (5 axes), prioritised action plan presented to group governing bodies, bilingual board and investor packs (FR/EN), data room constitution assistance and due diligence support, weekly on-site presence.
• Target clients: complex entities revenue €30M+, or companies in high-stakes situations (restructuring, fundraising, M&A, due diligence).
• Minimum commitment: 3 months — NDA signed prior to commencement.
• Fee: between €9,000 and €12,000 excl. VAT / month.
ANNEX B — DATA PROCESSING ADDENDUM (GDPR)
This addendum forms an integral part of the MT CFO PARTNERS Terms of Service and governs the processing of personal data in accordance with the GDPR and applicable laws.
1. Definitions
• “Controller”: the entity that determines the purposes and means of processing.
• “Processor”: the entity that processes personal data on behalf of the controller.
• “Personal Data”: any information relating to an identified or identifiable natural person.
• “Processing”: any operation applied to personal data.
• “Data Subject”: the natural person whose data is being processed.
• “Sub-processor”: any processor engaged by MT CFO PARTNERS to assist in performing the Services.
2. Data processing
MT CFO PARTNERS shall process personal data only to the extent necessary to perform the Services and in accordance with the Client’s written instructions, unless otherwise required by law.
3. MT CFO PARTNERS obligations
â—¦ Implement appropriate technical and organisational measures to ensure data security.
â—¦ Ensure authorised personnel are subject to adequate confidentiality obligations.
â—¦ Assist the Client in fulfilling its GDPR obligations.
â—¦ Notify the Client of any data breach without undue delay.
â—¦ Maintain a record of processing activities.
4. Sub-processors
MT CFO PARTNERS may engage sub-processors subject to equivalent obligations. MT CFO PARTNERS remains fully liable for their processing.
5. Data subject rights
MT CFO PARTNERS shall promptly notify the Client of any GDPR rights request and assist in handling such requests.
6. Transfers outside the EEA
Any transfer outside the EEA shall be governed by EU standard contractual clauses or equivalent mechanisms.
7. Audit rights
The Client has the right to audit MT CFO PARTNERS’s GDPR compliance, exercised with reasonable notice during business hours.
8. Return or deletion
Upon termination, MT CFO PARTNERS shall securely return or delete all Client data, except where retention is required by law.
9. Liability
Each party is liable for damages caused by its own GDPR breaches. MT CFO PARTNERS shall indemnify the Client for any loss resulting from a breach attributable to it.
ANNEX C — MUTUAL NON-DISCLOSURE AGREEMENT (NDA)
This Mutual Non-Disclosure Agreement is entered into between MT CFO PARTNERS and the Client prior to commencement of the mission.
1. Confidential Information
Confidential Information means all information designated as such or which, by its nature or the circumstances of its disclosure, should reasonably be treated as confidential: business strategies, financial data, client lists, marketing plans, trade secrets and any other proprietary information.
2. Obligations of the parties
MT CFO PARTNERS and the Client undertake to maintain strict confidentiality of Confidential Information, not to disclose it without prior written consent and to use it solely for the purposes of performing the Terms.
3. Exclusions
Obligations do not apply to information: (a) falling into the public domain without fault of the receiving party; (b) known to the receiving party prior to disclosure; (c) independently developed; (d) disclosed pursuant to a legal obligation.
4. Duration
Confidentiality obligations apply during the mission and for a period of two (2) years following its termination.
5. Return of materials
Upon termination, the receiving party shall promptly return or destroy all materials containing Confidential Information.
6. Remedies
Any breach may cause irreparable harm, justifying urgent measures without the need to prove specific damages.
7. Governing law
This Agreement is governed by French law. The Paris courts shall have exclusive jurisdiction.
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