NDA & Confidentiality
Confidentiality is the foundation of every engagement we accept. We sign a mutual non-disclosure agreement with every client before a single document, trial balance or system login is shared, including during proposals and pilots. This page explains our approach in full and reproduces the key terms of our standard Mutual NDA so that your legal and compliance teams can review them in advance.
1. Why the NDA comes first
Financial records, tax returns, payroll files and bank statements reveal more about a business and its people than almost any other information. They contain personal data of employees and customers, taxpayer identifiers, pricing, margins, banking relationships and strategic plans. For that reason we treat the NDA as the first document in every relationship, not a formality to be completed later. No member of our team will open a client file until the NDA is signed by both parties.
Signing first also protects you during the evaluation stage. Proposals frequently require us to review sample ledgers, prior returns or notices. Under our process, those samples are covered by the NDA from the moment they are shared.
2. Our confidentiality commitments in plain language
- We use your information only to evaluate and deliver the services you engage us for.
- Only the named people working on your engagement see your information, and every one of them has signed an individual confidentiality undertaking.
- We never place your information on personal devices, personal email accounts, personal messaging apps or public file-sharing links.
- We never sell, rent, trade or use your information for marketing, benchmarking or any purpose other than your engagement.
- We never disclose your information to anyone outside the engagement team without your written consent, unless the law compels us; in that case we tell you first wherever we are legally allowed to.
- We tell you promptly, and within the agreed number of hours, if we become aware of any unauthorised access to or disclosure of your information.
- At the end of the engagement we return or securely destroy your information and confirm this to you in writing.
- These obligations continue after the engagement ends, and indefinitely for personal and taxpayer information.
3. Key terms of our standard Mutual NDA
3.1 Parties and purpose
The agreement is made between FinEx Tax Advisory and the client. Each party may disclose confidential information to the other for the purpose of evaluating, negotiating and performing accounting, bookkeeping, payroll, taxation, compliance and related advisory services (the "Purpose").
3.2 Definition of Confidential Information
Confidential Information means all non-public information disclosed by or on behalf of a party, in any form or medium, whether before or after the date of the agreement, including: financial statements, ledgers and accounting records; tax returns, computations and correspondence with tax authorities; payroll and employee records; customer, vendor and pricing information; personal data and taxpayer identifiers; system access credentials; business plans, contracts and legal documents; and any notes, analyses or work product derived from any of the above. Information is confidential whether or not it is marked as such.
3.3 Exclusions
Confidential Information does not include information that the recipient can demonstrate: (a) is or becomes publicly available through no breach of the agreement; (b) was lawfully in its possession before disclosure without an obligation of confidence; (c) is lawfully received from a third party entitled to disclose it without restriction; or (d) is independently developed without use of or reference to the Confidential Information. These exclusions do not apply to personal data, which remains protected in all cases.
3.4 Obligations of the recipient
The recipient shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose it to any person other than its partners, employees and contractors who need to know it for the Purpose and who are bound by written obligations of confidentiality no less protective than the agreement; (c) protect it using at least reasonable administrative, technical and physical safeguards, and no less than the degree of care it uses for its own most sensitive information; (d) not copy, reproduce or store it except as necessary for the Purpose; (e) not transfer it to personal devices, personal email, personal messaging or public storage; and (f) remain responsible for any breach by persons to whom it discloses the information.
3.5 Personal data
Where Confidential Information includes personal data, each party shall comply with the data-protection laws that apply to it. Where FinEx Tax Advisory processes personal data on the client's behalf, the parties shall enter into a Data Processing Agreement, which prevails over the NDA in respect of that processing.
3.6 Legally privileged material
Where the client shares material that is subject to legal professional privilege, such as advice from its lawyers or documents prepared for litigation, the parties agree that sharing it with FinEx Tax Advisory for the Purpose is not intended to waive privilege. FinEx Tax Advisory will handle such material only on the client's instructions, will limit access to the individuals who strictly need it, and will not disclose it to any authority without first notifying the client, so that the client can assert privilege.
3.7 Compelled disclosure
If the recipient is required by law, regulation, court order or a competent authority to disclose Confidential Information, it shall, where lawful, give the discloser prompt written notice, cooperate with any effort to obtain a protective order, and disclose only the minimum information legally required.
3.8 Security incidents
The recipient shall notify the discloser without undue delay, and in any event within seventy-two (72) hours or such shorter period as the parties agree, after becoming aware of any actual or reasonably suspected unauthorised access to, use of, or disclosure of Confidential Information, and shall take reasonable steps to contain and remedy it.
3.9 Return or destruction
On written request, or on completion or termination of the Purpose, the recipient shall promptly return or securely destroy all Confidential Information, including copies, extracts and derived work product, and shall confirm this in writing signed by an authorised person. Copies that must be retained by law remain subject to the agreement for as long as they are held.
3.10 No licence, no warranty
No licence or other right is granted except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is", and the agreement does not oblige either party to enter into any further transaction.
3.11 Term and survival
The agreement applies to Confidential Information disclosed during the term agreed by the parties (typically two years from signature, extended automatically for the duration of any services agreement). Confidentiality obligations survive for five years after the last disclosure, and without time limit for personal data, taxpayer information, credentials and privileged material.
3.12 Remedies
Each party acknowledges that unauthorised disclosure may cause irreparable harm for which damages are not an adequate remedy, and that the discloser is entitled to seek injunctive or equitable relief in addition to any other remedy.
3.13 Governing law and jurisdiction
By default, the agreement is governed by the laws of India and the courts at Mumbai have exclusive jurisdiction. For international clients we regularly agree to the law and courts of the client's jurisdiction, such as a US state, England and Wales, the UAE (including DIFC or ADGM) or an Australian state.
3.14 General
The agreement is the entire agreement on its subject; it may be amended only in writing signed by both parties; it may be executed electronically and in counterparts; and neither party may assign it without the other's consent, except to a successor of its business that agrees to be bound.
4. Individual confidentiality undertakings
Every partner, employee, trainee and contractor of FinEx Tax Advisory signs an individual confidentiality undertaking before receiving access to any client information. The undertaking prohibits disclosure, personal use, copying to personal devices or accounts, and removal of client information, and continues after the person leaves the firm. For any engagement, we confirm in writing that every assigned team member has signed it.
5. Using your own NDA
Many accounting firms, enterprises and family offices have their own standard NDA or vendor confidentiality terms. We are happy to sign them. Our team usually returns comments, if any, within two business days.
6. How the NDA works with our other documents
| Document | What it covers | When it is signed |
|---|---|---|
| Mutual NDA | All confidential information exchanged, including during evaluation | Before any information is shared |
| Master Services Agreement and Statement of Work | Services, fees, responsibilities, liability, termination and exit | Before work begins |
| Data Processing Agreement | Processor obligations for personal data, international transfers, breach notification | Before personal data is processed |
| Individual undertakings | Personal confidentiality obligations of each team member | Before a person receives access |
Questions about security?
We are happy to complete your vendor-security questionnaire and walk your team through our controls.