Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between MADAXA ("Company," "we," "us," or "our") and you ("Client," "you," or "your") governing the provision of wealth advisory services.

By engaging our services, accessing our client portal, or executing an advisory agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Scope of Services

2.1 Advisory Services

MADAXA provides fee-only wealth advisory services including, but not limited to:

• Investment portfolio oversight and manager selection
• Estate planning and succession strategy
• Tax optimization and multi-jurisdictional structuring
• Direct investment due diligence and execution support
• Consolidated reporting and performance analytics
• Family governance consulting

2.2 Fee-Only Model

We operate exclusively on a fee-only basis. We do not:

• Accept commissions from product providers
• Receive compensation from banks, fund managers, or investment platforms
• Participate in revenue-sharing arrangements that could create conflicts of interest

Our compensation comes solely from fees paid directly by our clients, ensuring complete alignment of interests.

2.3 Non-Custodial Relationship

MADAXA does not take custody of client assets. You maintain direct custody relationships with qualified banks, custodians, and financial institutions. We provide advisory oversight and coordination but never directly control your funds.

3. Client Responsibilities

3.1 Information Accuracy

You agree to:

• Provide complete and accurate information about your financial situation
• Update us promptly regarding material changes to your circumstances
• Respond to information requests in a timely manner
• Notify us of any concerns or questions regarding our recommendations

3.2 Independent Decision Making

While we provide expert recommendations, all investment and planning decisions remain yours. You acknowledge that:

• We provide advice, not directives
• You retain ultimate authority over all financial decisions
• You should seek independent tax and legal counsel as appropriate
• Past performance does not guarantee future results

4. Fees and Payment Terms

4.1 Fee Structure

Our fees are transparently disclosed in your individual Advisory Agreement and typically include:

• Annual Retainer: Fixed annual fee for ongoing advisory services
• Assets Under Advisement (AUA) Fee: Percentage-based fee on total assets under our advisory oversight
• Project-Based Fees: Fixed fees for specific engagements (e.g., estate restructuring, entity formation)

4.2 Billing and Payment

• Fees are typically billed quarterly in advance
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• We reserve the right to suspend services for accounts more than 60 days past due

4.3 Fee Adjustments

We may adjust our fee schedule annually with 90 days' advance written notice. Significant changes in the scope of services may warrant mid-term adjustments by mutual agreement.

5. Confidentiality and Data Protection

We maintain strict confidentiality regarding all client information in accordance with our Privacy Policy and applicable regulations. We will not disclose your information except:

• With your explicit written consent
• To service providers bound by confidentiality agreements
• As required by law or regulatory mandate
• To defend our legal rights in disputes

6. Limitation of Liability

6.1 Standard of Care

We commit to providing services with the care, skill, and diligence expected of qualified wealth advisors. However, we cannot guarantee specific investment outcomes or results.

6.2 Liability Limitations

To the maximum extent permitted by law:

• Our liability for any claim arising from our services is limited to the fees paid by you in the 12 months preceding the claim
• We are not liable for indirect, consequential, or punitive damages
• We are not liable for losses resulting from market fluctuations, economic conditions, or events beyond our reasonable control
• We are not liable for losses resulting from your failure to follow our recommendations or provide accurate information

6.3 Exceptions

These limitations do not apply to liability arising from:

• Fraud or intentional misconduct by MADAXA
• Gross negligence by MADAXA
• Matters that cannot be limited under applicable law

7. Termination

7.1 Termination by Either Party

Either party may terminate the advisory relationship with 30 days' written notice. Termination is effective upon:

• Completion of all ongoing projects, unless otherwise agreed
• Delivery of final reports and recommendations
• Return or secure destruction of confidential documents

7.2 Fee Settlement Upon Termination

• Prepaid fees for incomplete periods will be prorated and refunded within 30 days
• Outstanding invoices for completed services remain due
• Project-based fees are non-refundable once work has commenced

7.3 Post-Termination Obligations

Following termination:

• Confidentiality obligations continue indefinitely
• We will cooperate with transition to new advisors
• You retain ownership of all deliverables and reports provided during the engagement

8. Dispute Resolution

8.1 Informal Resolution

In the event of any disagreement, both parties commit to first attempting resolution through good-faith discussions and mediation.

8.2 Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration administered by a mutually agreed arbitration body, with the following terms:

• Arbitration location determined by client's primary residence
• Single arbitrator with relevant financial services expertise
• Each party bears its own legal costs unless the arbitrator determines otherwise
• Arbitration proceedings and outcomes remain confidential

8.3 Exceptions to Arbitration

Either party may seek injunctive relief in court for:

• Breaches of confidentiality obligations
• Intellectual property disputes
• Emergency matters requiring immediate judicial intervention

9. Regulatory Compliance

MADAXA is registered as an investment advisor with relevant regulatory authorities. We comply with:

• Fiduciary duty standards requiring us to act in your best interests
• Anti-money laundering (AML) and know-your-client (KYC) regulations
• Data protection and privacy laws in all jurisdictions where we operate
• Professional conduct and ethical standards established by industry bodies

10. Intellectual Property

All proprietary methodologies, analytical tools, templates, and research developed by MADAXA remain our intellectual property. However:

• You receive a non-exclusive license to use reports and deliverables for your personal wealth management
• You may not reproduce or distribute our materials for commercial purposes
• Generic strategies and publicly available information are not subject to these restrictions

11. Amendments

We may modify these Terms with 60 days' advance written notice. Material changes require your affirmative consent. Continued use of our services after the effective date of changes constitutes acceptance.

12. Miscellaneous

12.1 Entire Agreement

These Terms, together with your individual Advisory Agreement and our Privacy Policy, constitute the entire agreement between parties and supersede all prior understandings.

12.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

12.3 Governing Law

These Terms are governed by the laws of [relevant jurisdiction based on client location], without regard to conflict of law principles.

12.4 Assignment

You may not assign your rights or obligations under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets with 60 days' notice and your right to terminate.

13. Contact Information

For questions regarding these Terms, please contact:

MADAXA Legal Department
Email: legal@madaxa.org
Offices:
New York: 1177 Avenue of the Americas, 5th Floor, New York, NY 10036, USA
Paris: 5 Parvis Alan Turing, Station F, 75013 Paris, France
Dubai: Gate Village Building 3, Level 1, DIFC, P.O. Box 506713, Dubai, UAE
Singapore: 9 Straits View, Marina One West Tower, Level 20, Singapore 018937
São Paulo: Avenida Paulista, 1374, 12th Floor, Bela Vista, São Paulo 01310-100, Brazil