Terms and Conditions for the Provision of Securities Advisory Services
This English version is a convenience translation. In case of any discrepancy, the Portuguese version prevails.
These Terms and Conditions ("Terms" or "Agreement") govern the provision of securities advisory services by DECADE WEALTH MANAGEMENT LTDA., a limited liability business company, headquartered at Rua Groenlândia, nº 1157, Jardim América, São Paulo/SP, CEP 01.434-100, registered with the CNPJ under No. 64.755.417/0001-47 ("Decade", "CONTRACTOR" or "the Advisory firm"), to the Client who adheres to these Terms ("Client" or "CLIENT").
By electronically accepting these Terms, the Client declares that it has read, understood, and fully agrees with their content, thereby formalizing, for all legal purposes, the engagement of the services described herein.
Recitals
I. Decade is a company specialized in investment advisory, authorized and regulated by the Securities and Exchange Commission (CVM), pursuant to CVM Resolution No. 19 of February 25, 2021 ("RCVM No. 19").
II. The Parties are interested in establishing a clear and objective contractual relationship for the guidance and securities advisory of the Client in the financial and capital markets, in Brazil and abroad.
Clause One — Purpose
The purpose of these Terms is the provision, by Decade, of the Securities Advisory services governed by RCVM No. 19 ("Services"), as follows:
-
Decade shall act independently and aligned exclusively with the interests of the Client, providing advisory support by means of information, studies, and analyses on investment products available in the market, at any financial institution, with the aim of assisting decision-making regarding the administration and allocation of its resources. The final decision on making investments, transactions, or allocations shall rest solely and exclusively with the Client. Decade does not execute orders, does not carry out financial transactions, and has no powers to move accounts or wealth of the Client.
a. Investment orders shall be formalized and transmitted directly by the Client, subject to the processes of each brokerage firm or financial institution (email, recorded call, app push notification, or other available means), without Decade's participation in the execution.
b. Provide instruments to assist the Client in the selection, assessment, and analysis of fixed-income and variable-income products, with performance indicators, risk measures, and asset composition.
c. Propose personalized portfolios in accordance with the Client's objectives regarding return, risk, and time horizon.
d. Periodically make available to the Client a report of transactions based on the statements obtained by the Client itself or by Decade, subject to formal authorization.
e. Analyze investment alternatives abroad.
f. Analyze insurance, pension, and capitalization proposals, issuing an independent opinion.
g. Assist the Client in Tax Planning strategies related to its investments, within the scope of Decade's expertise; or, outside that scope, together with specialized professionals.
h. Propose personalized portfolios according to return objectives and Investor Profile, with the final decision always resting with the Client.
i. Keep the Client updated on the transactions carried out, with data extracted from the statements.
j. Negotiate and deliver the best conditions available to the Client, provided that the institution where the resources are allocated has such functionality and a partnership agreement with Decade.
k. Any other service outside this purpose shall be negotiated separately, by means of an amendment.
Clause Two — Information and Delivery of Documents
2.1. Decade shall periodically make available, or upon request, information on the investments made, their respective amounts, returns, and costs, based on the data extracted from the statements provided by the financial institutions or custodians.
2.2. It shall be the Client's responsibility to obtain the statements and information from the financial institutions, or to formally authorize direct obtainment by Decade.
2.3. The consolidated information may be sent by email or other form agreed upon between the Parties.
Clause Three — Remuneration
3.1. For the Services rendered, the Client shall pay Decade the remuneration corresponding to the contracted plan, in accordance with the selection made by the Client itself, at the appropriate time, among the plans offered by Decade.
3.2. Decade may make available, at its discretion, different plans, modalities, and formats of advisory, each with its own scope, commercial conditions, and rules, and such conditions may be altered, discontinued, or replaced at any time. The conditions applicable to the plan effectively contracted by the Client, as communicated by Decade at the time of engagement or in a specific instrument, form part of these Terms for all purposes.
3.3. Any economic benefit or advantage received from third parties arising from the Client's investments shall be passed on to the Client, and such pass-through may be operationalized by means of a discount or offset against the amount of the contracted remuneration.
3.4. The taxes levied on the payments shall be borne by whoever is the taxpayer of the tax obligation. Decade is not responsible for DARF, Income Tax, accounting, or taxes in general owed by the Client.
Clause Four — Obligations of Decade
4.1. In addition to the obligations set forth in other clauses and in the applicable legislation, Decade undertakes to:
4.1.1. Render the Services with due professional qualification, adequate training, and diligence, in accordance with the techniques established in the market.
4.1.2. Provide the Client with all clarifications necessary for monitoring the contracted Services.
4.1.3. Keep confidential all information made available for the performance of the Services, subject to the provisions of the Confidentiality and Data Protection clauses.
Clause Five — Obligations of the Client
5.1. In addition to the obligations set forth in other clauses and in the applicable legislation, the Client undertakes to:
5.1.1. Pay timely for the Services, in accordance with the contracted plan.
5.1.2. Provide all necessary information and documentation, in a precise and detailed manner, to support the Services.
5.1.3. Be responsible for any incorrect, imprecise, or deficient information provided as a basis for the performance of the Services.
5.1.4. Present, within 30 (thirty) days, additional documents and information that Decade may request for AML purposes, pursuant to CVM Resolution No. 50.
Clause Six — Use of Artificial Intelligence
6.1. The Client acknowledges and declares to be aware that the Services incorporate artificial intelligence (AI) tools and models as part of the advisory product, used, among other purposes, to support analyses, generate recommendations, organize information, produce reports, and assist customer service.
6.2. The Client declares to understand that AI systems have inherent limitations, such as: the possibility of errors, inaccuracies, omissions, biases, outdated results, or content generated in a probabilistic manner ("hallucinations"). AI outputs do not, in themselves, constitute a definitive recommendation or a guarantee of results.
6.3. The final decision on any investment remains, in any event, the exclusive responsibility of the Client. Decade does not guarantee the accuracy, completeness, or suitability of the content generated by AI, without prejudice to the general duty of diligence set forth in these Terms and in the applicable regulations.
6.4. The Client understands that AI is a means of supporting the advisory service, and does not replace it.
Clause Seven — Confidentiality
7.1. The Parties undertake to maintain strict confidentiality over all information to which they have access by reason of these Terms.
7.2. The Confidential Information may only be used for the performance of the purpose of this Agreement. Decade may disclose it only to the employees directly involved and who need to know it, who shall be bound by the same confidentiality obligations.
7.3. Confidential Information includes, among others, analyses, compilations, technical and business information, commercial activities and operations, reports, studies, and other materials prepared by the Parties, even if not identified as "confidential".
7.4. The following are not considered Confidential Information: (i) that which is or becomes public without disclosure by the Parties; (ii) that which was already in the legitimate possession of the Party prior to these Terms, subject to unequivocal proof; or (iii) that which has been disclosed by third parties without violation of confidentiality obligations.
7.5. The duty of confidentiality shall remain for the non-extendable period of 24 (twenty-four) months after the termination of the contractual relationship.
Clause Eight — Data Protection and Use of Information
8.1. The Parties acknowledge that, by reason of the performance of these Terms, personal data processing activities shall be carried out. The Parties undertake to carry them out in accordance with the General Data Protection Law.
8.2. "Personal Data" is understood to mean any information related to an identified or identifiable natural person.
8.3. Decade ensures that it adopts technical and administrative measures to protect the personal data processed, in accordance with the principles of Security, Prevention, and Accountability.
8.4. Decade shall immediately notify, in writing, any illegal or abusive processing or any security incident involving the Personal Data related to these Terms, informing the nature of the affected data and the related risks.
8.5. The Client expressly acknowledges and authorizes that all information, data, documents, messages, interactions, and other content provided by it or generated as a result of the provision of the Services (including interactions with Decade's AI tools) may be used by Decade for the following purposes:
a. Compliance with regulatory, tax, and legal obligations, including responding to requests from the CVM, the Central Bank, the Federal Revenue Service, COAF, and other competent authorities, as well as compliance with AML-CFT, suitability, transaction recording, and information retention duties for the applicable legal periods.
b. Development, training, evaluation, and improvement of artificial intelligence models, algorithms, analytical systems, and other technological tools used by Decade, observing, whenever technically feasible and appropriate, anonymization, pseudonymization, or aggregation techniques to mitigate the exposure of personal data.
c. Improvement of the Services, enhancement of the Client experience, quality control, internal audit, and risk management.
8.6. The processing set forth in this clause shall observe the applicable legal bases of the LGPD, including, as the case may be, performance of a contract, compliance with a legal or regulatory obligation, legitimate interest, and consent, and shall respect the rights of the data subject set forth in Article 18 of the LGPD.
Clause Nine — Intellectual Property Rights
9.1. All intellectual property rights over the results of the work carried out in accordance with these Terms, as well as over other documents prepared by Decade — including models, methodologies, prompts, knowledge bases, and AI outputs —, even if unfinished, are the exclusive property of Decade.
9.2. The Client undertakes to respect Decade's intellectual property rights, and may not copy or reproduce products and Services owned by it, under penalty of a contractual fine in the amount corresponding to 10 (ten) times the last charge made to the Client, without prejudice to supplementary indemnification and criminal liability.
Clause Ten — Term and Termination
10.1. These Terms have an indefinite term, and either Party may terminate the contractual relationship at any time, upon notice to the other with a minimum of 30 (thirty) days' advance notice, by registered letter with return receipt or by email.
10.2. Upon receipt of the termination notice, Decade shall inform the Client of any outstanding amounts relating to the remuneration due, calculated in accordance with the contracted plan, for payment by the termination date.
10.3. The breach of any clause constitutes grounds for immediate and automatic termination, regardless of warning or notice. Decade may also terminate the Agreement, regardless of notice, in the event of a payment delay exceeding 15 (fifteen) calendar days.
10.4. Decade shall provide to whomever the Client indicates all documentation relating to the transactions carried out during the term of the Agreement.
10.5. Upon termination, Decade shall be entitled to receive the remaining credits relating to the Services rendered during the term.
Clause Eleven — General Provisions
11.1. Either Party is prohibited from assigning or transferring, in whole or in part, the rights and obligations of these Terms to third parties without the prior written consent of the other Party, under penalty of termination.
11.2. The Parties are liable for themselves and for their successors. In the event of the Client's death, the remuneration shall remain due by the heirs or successors, in an amount proportional to the Services effectively rendered.
11.3. These Terms are governed by Brazilian law.
11.4. These Terms do not imply the constitution of a partnership, employment relationship, or exclusivity between the Parties.
11.5. There is no joint and several liability between the Parties, each being individually liable before third parties for its own obligations.
11.6. Any omission or tolerance by the Parties shall not constitute novation or waiver, nor shall it affect the right of exercise at any time.
11.7. Should any provision be deemed null, illegal, or unenforceable, the Parties shall negotiate in good faith new wording that reflects their original intentions.
11.8. Decade undertakes to alert the Client about the risks involved in the proposed strategies. The final decision on the application of any strategy shall always rest with the Client, who bears the risks, losses, and any positive results thereof.
11.9. The Client declares to be aware that: (i) the contracted Services are limited to advisory under the terms of the purpose of this Agreement; and (ii) transactions with securities may result in losses, with any and all results being its exclusive responsibility.
11.10. The Client declares to be aware of the risks inherent in transactions with securities in the exchange, over-the-counter, future settlement, and stock lending markets, understanding that investments in derivatives may result in losses exceeding the amounts invested. There is no guarantee of returns, and past performance does not represent a guarantee of future results.
11.11. Decade does not guarantee any return during or after the provision of the Services.
11.12. The Client declares to be aware that any controlling, controlled, affiliated, or commonly controlled companies of Decade may carry out complementary business activities (insurance, foreign exchange, credit, private pension, among others).
11.13. Decade makes available on its website its compliance policies, which detail potential conflicts of interest and how they are identified, managed, and mitigated, in accordance with RCVM No. 19/2021.
11.14. The Client declares that it has read, understood, and agrees with Decade's compliance policies, and acknowledges that Decade's activity is regulated primarily by the CVM.
11.15. The Client undertakes to observe the legislation and regulations applicable to the purpose of these Terms, as well as those relating to products and services contracted with other companies of Decade's economic group or partners.
11.16. The Parties undertake to take all necessary precautions to ensure the fidelity of this contractual relationship.
11.17. All obligations of these Terms are subject to specific performance, with this instrument serving as an extrajudicial enforceable instrument, pursuant to the Code of Civil Procedure.
11.18. These Terms constitute the entire agreement between the Parties, superseding prior documents, emails, proposals, and understandings.
Clause Twelve — Jurisdiction and Electronic Acceptance
12.1. The Parties elect the jurisdiction of the judicial district of São Paulo/SP to settle any matters arising from these Terms, waiving any other, however privileged it may be.
12.2. Acceptance of these Terms occurs electronically, through the digital platforms made available by Decade. The act of acceptance — including checking a confirmation box, clicking an acceptance button, electronic signature, or other equivalent means made available — constitutes an unequivocal expression of the Client's will, with the instrument being deemed fully valid in all its content, pursuant to Article 10, §2, of MP 2200-2/2001 and subsequent legislation.