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TERMS AND CONDITIONS

FOR ADVISORS AND CLIENTS

Version 1.1 - Last updated: July 30, 2025

The CFO Advisory Services (FZE)

ADVISOR TERMS AND CONDITIONS

This Advisor Terms and Conditions Agreement (the "Agreement") is a legally binding contract between you ("you" or "Advisor") and The CFO Advisory Services (FZE), doing business as The CFO Advisory Services ("Company," "we," "us," or "our"). This Agreement governs your access to and use of our web application, platform, and associated services (collectively, the "Platform").

BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL POLICIES REFERENCED HEREIN, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE PLATFORM.

SUMMARY OF KEY TERMS

  • You are an independent contractor, not an employee of the Company. You are responsible for your own taxes, insurance, and professional conduct.
  • We provide the Platform to connect you with Clients; we do not guarantee you will be selected for jobs.
  • All work and communication for Engagements sourced through the Platform must be conducted on the Platform. Taking work or payments "offline" is a serious violation of these terms.
  • We charge a tiered Platform Fee on your earnings, which is detailed in Section 8.
  • You own your knowledge, but the final Work Product you create for a Client belongs to the Client once they have paid in full.

1. AGREEMENT & ACCEPTANCE

This Agreement, along with our Privacy Policy, constitutes the entire, complete, and exclusive agreement between you and the Company regarding the Platform and supersedes all prior agreements and understandings. We reserve the right to modify this Agreement at any time by posting the amended terms on our Platform.

2. DEFINITIONS

"Client" means any business entity that uses the Platform to find and engage an Advisor for Services.

"Advisor" means an independent, vetted financial professional who has been approved by the Company to provide services to Clients through the Platform.

"Engagement" means a specific project or scope of work for which a Client engages an Advisor.

"Company" means The CFO Advisory Services (FZE), doing business as "The CFO Advisory Services," its affiliates, successors, and assigns.

"Platform" means the Company's web portal, mobile web interface, integrated Microsoft SharePoint tenant, secure document vault, communication tools, analytics dashboard, payment rails, and related services.

"Project" means a discrete engagement between a Client and one or more Advisors, as documented in an accepted Proposal and any associated Statement of Work ("SOW").

"Platform Fee" means the fee the Company charges you, the Advisor, for the use of the Platform, calculated as a percentage of the Project Cost.

"Project Cost" means the total fees agreed upon between a Client and an Advisor for an Engagement.

"Agreement" means these Terms and Conditions of Use, together with all documents incorporated by reference.

"Services" means the financial advisory, accounting, or related professional services you provide to Clients.

"Work Product" means all deliverables, reports, analyses, spreadsheets, and other materials created by you specifically for a Client as part of an Engagement.

"Non-Circumvention Period" means the 24-month period beginning from the date you and a Client last communicated through the Platform.

"Confidential Information" includes Client data, Company data, platform technology, and any non-public information exchanged during an Engagement.

3. ADVISOR ACCOUNT & ONBOARDING

3.1. Registration and Vetting: To use the Platform, you must apply for an account. You agree to provide true, accurate, and complete information and to undergo our vetting process, which may include identity verification, background checks, and verification of professional credentials. The Company reserves the sole right to approve, deny, or terminate any Advisor account.

3.2. Account Security: You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your password.

3.3. No Guarantee of Engagements: You acknowledge and agree that the Company provides a marketplace and does not guarantee that you will be selected for any Engagement. Your success on the Platform depends on Client needs, Client selection criteria, market demand, and your own professional reputation.

4. RELATIONSHIP WITH THE COMPANY

4.1. Independent Contractor Status: You are, for all purposes, an independent contractor and are not an employee, agent, partner, or joint venturer of the Company. The Company does not direct, control, or supervise your Services. You are solely responsible for all taxes, including income, self-employment, and other taxes, associated with the fees you earn. You are not eligible for any employee benefits.

4.2. Platform Provider: The Company's role is strictly limited to providing the Platform to facilitate your connection with Clients. The Company does not provide financial advice and is not a party to the Engagement between you and a Client.

5. PLATFORM USE & ACCEPTABLE USE POLICY

5.1. Limited License: We grant you a limited, non-exclusive, revocable license to access and use the Platform for its intended purpose.

5.2. On-Platform Work Mandate: You agree that for any Engagement with a Client you identify through the Platform, you will use the Platform as your exclusive method to communicate, share files (via the integrated SharePoint Environment), and make payments. This policy is critical for data security, payment protection, and dispute resolution. Violation of this clause is a material breach of this Agreement.

5.3. Prohibited Conduct: You shall not: (i) use the Platform for any illegal purpose; (ii) decompile, reverse engineer, or attempt to derive the source code of the Platform; (iii) post project requests that violate any law or regulation.

5.4. Mandatory Workspace: All Project‑related files, communications, and deliverables must reside and be exchanged solely within the Platform's SharePoint workspace. External email, unauthorised cloud drives, or third‑party collaboration tools are prohibited.

5.5. Security Controls: The Platform employs multi‑factor authentication, least‑privilege access, encryption in transit and at rest, real‑time audit logs, and geo‑fencing. Users must not attempt to bypass or disable these controls.

5.6. Prohibited Conduct: Users must not: (a) Scrape, crawl, or otherwise harvest data from the Platform; (b) Use Platform data to train or fine‑tune artificial‑intelligence models; (c) Upload malware or any harmful code; or (d) Engage in conduct that interferes with the security or proper functioning of the Platform.

6. DATA PRIVACY & CONFIDENTIALITY

You agree to the terms of our Privacy Policy. You shall treat all information received from a Client or the Company that is not publicly known as Confidential Information. You shall not disclose or use any Confidential Information for any purpose other than the performance of your Services for the relevant Engagement.

7. INTELLECTUAL PROPERTY

7.1. Company IP: The Company retains all rights, title, and interest in the Platform and its underlying technology and branding.

7.2. Advisor's Pre-existing IP: You retain all rights to your pre-existing intellectual property, including your proprietary models, methodologies, and general knowledge.

7.3. Work Product: Upon your receipt of full payment from a Client for an Engagement, the ownership of the final Work Product created for that Engagement transfers fully to the Client. You retain no rights to use, sell, or distribute the specific Work Product created for that Client.

8. FEES, PAYMENTS, AND PAYMENT PROTECTION

8.1. Payment Processing: All payments from Clients to you shall be processed through the Company's designated payment gateway. The Company will hold funds from the Client and release them to you upon the successful completion of an Engagement or its milestones.

8.2. Platform Fee: In consideration for the use of the Platform, you agree that the Company will deduct a tiered Platform Fee from the Project Cost of each Engagement. The Platform Fee is calculated as follows:

  • 30% of the Project Cost for amounts less than $10,000 USD.
  • 15% of the Project Cost for amounts of $10,000 USD and above.

8.3. Payout: Your net earnings (Project Cost minus the applicable Platform Fee) will be paid out according to the schedule detailed on the Platform. You are responsible for any fees such as foreign exchange transaction, transaction fees, etc., charged by your bank.

9. NON-CIRCUMVENTION (ANTI-COMPETITION)

9.1. Prohibition: You agree that for the Non-Circumvention Period, you will not, directly or indirectly, solicit, invoice, or accept any payments from a Client you first identified through the Platform outside of the Platform.

9.2. Buy-Out Option: If you or a Client wish to take your relationship outside the Platform, you may do so by paying a one-time "Buy-Out Fee" to the Company, calculated based on your projected earnings, as detailed in our policies.

9.3. Consequence of Violation: Violation of this clause will result in penalties, including immediate account termination and a claim against you for the greater of: (a) the fees the Company would have earned, or (b) $50,000 USD, as liquidated damages.

10. DISCLAIMERS OF WARRANTIES & LIMITATION OF LIABILITY

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, QUALITY, OR OUTCOME OF YOUR SERVICES.

IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL PLATFORM FEES RETAINED BY THE COMPANY FROM YOUR EARNINGS IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, and employees from any claim, demand, loss, or liability, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Platform; (b) your provision of Services and the content of your Work Product; or (c) your breach of this Agreement.

12. TERMINATION

The Company may, in its sole discretion, suspend or terminate your account and access to the Platform at any time, with or without notice, for any reason, including but not limited to a breach of this Agreement or any form of platform abuse. You may terminate your account at any time through your account settings. Sections 4, 6, 7, 9, 10, 11, 13, and 14 shall survive termination.

13. DISPUTE RESOLUTION

13.1. Disputes with the Company: Any dispute arising out of this Agreement with the Company shall be resolved by final and binding arbitration in accordance with the rules of The International Centre for Dispute Resolution (ICDR), and held in Ontario, Canada. YOU AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

13.2. Disputes with Clients: You agree to first attempt to resolve any disputes with a Client amicably. If a resolution cannot be reached, you agree to participate in the Company's user-to-user dispute mediation process. The Company will act as a neutral facilitator but is not an adjudicator and will not provide legal advice.

14. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada without regard to its conflict of law principles.

15. MODIFICATIONS

15.1 The Company may amend this Agreement by giving at least five (5) days' electronic notice. Continued use of the Platform after the effective date constitutes acceptance.

15.2 The Company may implement immediate changes without prior notice where required to address security, legal, or regulatory issues.

16. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties. If any provision is found to be unenforceable, the remaining provisions will remain in full force and effect. Users may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets. All notices shall be provided via email to contactus@thecfoadvisoryservices.com or through the Platform.

CLIENT TERMS AND CONDITIONS

This Client Terms and Conditions Agreement (the "Agreement") is a legally binding contract between your business entity ("you" or "Client") and The CFO Advisory Services (FZE), doing business as The CFO Advisory Services ("Company," "we," "us," or "our"). This Agreement governs your access to and use of our web application, platform, and associated services (collectively, the "Platform").

BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL POLICIES REFERENCED HEREIN, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE PLATFORM.

SUMMARY OF KEY TERMS

  • You are engaging Advisors who are independent contractors, not employees of our Company. We are the marketplace that connects you.
  • We do not guarantee that a specific Advisor will be available or that you will find a perfect match for every project.
  • All work and payments for Engagements sourced through the Platform must be conducted on the Platform.
  • You will be charged the agreed-upon Project Cost plus a 2% Client Fee.
  • Upon full payment for a project, you own the final Work Product created by the Advisor for you.

8. FEES, PAYMENTS, AND PAYMENT PROTECTION

8.1. Payment Obligation: For each Engagement, you agree to pay the agreed-upon Project Cost plus a non-refundable Client Fee of 2% of the Project Cost. The total amount will be clearly stated before you confirm an Engagement.

8.2. Payment Protection: You agree to fund an escrow-like account managed by the Company for the total amount due for an Engagement. These funds will be held by the Company and released to the Advisor only upon your confirmation that the Engagement or a milestone has been completed to your satisfaction, or pursuant to the dispute resolution process.

8.3. Refunds: Refunds are handled on a case-by-case basis through our dispute resolution process and are not guaranteed. The 2% Client Fee is non-refundable.

9. NON-CIRCUMVENTION (ANTI-COMPETITION)

9.1. Prohibition: You agree that for the Non-Circumvention Period, you will not, directly or indirectly, solicit, invoice, or make any payments to an Advisor you first identified through the Platform outside of the Platform.

9.2. Buy-Out Option: If you or an Advisor wish to take your relationship outside the Platform, you may do so by paying a one-time "Buy-Out Fee" to the Company, calculated based on the Advisor's projected earnings, as detailed in our policies.

9.3. Consequence of Violation: Violation of this clause will result in penalties, including immediate account termination and a claim against you for the greater of: (a) the fees the Company would have earned, or (b) $50,000 USD, as liquidated damages.

CONTACT INFORMATION

The CFO Advisory Services (FZE)

Email: contactus@thecfoadvisoryservices.com