Scope of Agreement
This Agreement governs the provision of online trading services, including but not limited to Contracts for Difference (CFDs), foreign exchange (FX), commodities, indices, crypto CFDs (where permitted), stocks and other financial instruments offered by the Company (collectively, “Financial Instruments”).

Acceptance
By registering an account, clicking acceptance electronically, funding an account, or placing a trade, you acknowledge that you have read, understood, and agreed to be legally bound by this Agreement.

If any translation of this Agreement conflicts with the English version, the English version shall prevail.

1. Company Information
ZUPERIOR
Registration No.: 2025-00033
Registered Address: Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, Saint Lucia
Website: www.zuperior.com
Email: support@zuperior.com
The Company provides execution-only online trading services through proprietary and third-party trading platforms.

2. Services - Execution Only
2.1 The Company provides services on an execution-only basis. This means:

• The Company does not provide investment advice.
• The Company does not assess suitability.
• The Company does not manage portfolios.
• The Company does not provide personalized recommendations.

2.2 All trading decisions are made solely by the Client. The Client confirms that they:

• Possess sufficient knowledge and experience, or
• Accept responsibility for any lack thereof.

2.3 The Company may act as principal and counterparty to Client transactions. Accordingly, conflicts of interest may arise.

2.4 The Company may hedge its exposure with liquidity providers or may choose not to hedge.

2.5 Educational content, ZuperLearn materials, analytics, sentiment tools, commentary, or marketing materials do not constitute financial advice.

3. Risk Disclosure
3.1 Trading leveraged financial instruments such as CFDs and Forex involves a high level of risk and may not be suitable for all investors. You may lose all of your invested capital.

3.2 Leverage
Leverage allows you to control larger positions with smaller deposits. However:

• Small price movements may result in significant losses.
• Losses may occur rapidly.
• Margin calls may be triggered with little notice.

3.3 Market Risk
Markets may move against you due to:

• Volatility
• Economic events
• Political developments
• Liquidity disruptions
• Market gaps

Stop Loss orders are not guaranteed and may execute at worse prices during volatility.

3.4 Over-the-Counter (OTC) Transactions
All transactions are over-the-counter (OTC). This means:

• The Client acknowledges that the Company may act as principal and counterparty to Transactions, and therefore may have interests that conflict with those of the Client.
• There is no exchange clearing house.
• You are exposed to Company counterparty risk.

3.5 Liquidity & Execution Risk
During abnormal market conditions, it may be difficult or impossible to:

• Open positions
• Close positions
• Modify orders

Spreads may widen significantly.

3.6 Foreign Exchange Risk
If trading instruments are denominated in foreign currency, exchange rate fluctuations may impact your profits or losses.

4. Client Representations & Warranties
By entering into this Agreement, the Client warrants that:

• They are at least 18 years old.
• They have legal capacity to contract.
• All information provided is true and accurate.
• Funds deposited are legally obtained.
• They understand leveraged trading risks.
• They are not located in restricted jurisdictions.

The Company reserves the right to request documentation at any time to verify identity, source of funds, and compliance.

5. Account Opening & Verification
Before trading, the Client must:

• Complete registration.
• Accept this Agreement electronically.
• Complete identity verification (KYC).
• Provide AML documentation where required.
• Deposit cleared funds.

Minimum deposit: USD $10 unless specified otherwise. The Company may suspend, reject, or close accounts at its sole discretion where regulatory, compliance, or risk concerns arise.

6. Trading Conditions & Execution
6.1 The Company may offer:

• Market Orders
• Limit Orders
• Stop Orders
• Stop Loss
• Take Profit
• Trailing Stops

6.2 Execution may depend on:

• Market price
• Available liquidity
• Order size
• Speed of execution

Slippage may occur.

6.3 The Company reserves the right to:

• Adjust spreads
• Modify leverage
• Change margin requirements
• Suspend trading
• Close positions

during extreme volatility or abnormal market events.

7. Fees, Charges & Financing
The Client agrees to pay:

• Spreads
• Commissions (where applicable)
• Swap / overnight financing charges
• Third-party processing fees

Swap-free accounts are available for up to four (4) days, after which standard overnight financing charges may apply as outlined in the relevant product specifications.

All charges are disclosed within product specifications and may be amended with notice.

8. Margin, Margin Call & Stop Out
The Client must maintain sufficient margin at all times.
Margin Call Level: 120%
Stop Out Level: 0%
If margin levels fall below required thresholds, the Company may close positions automatically without prior notice.

9. Negative Balance Protection
Where applicable, the Company may provide Negative Balance Protection. This ensures that retail clients do not lose more than their deposited funds under normal trading conditions. This protection may not apply in cases of:

• Fraud
• Market abuse
• System exploitation
• Abnormal market conditions beyond reasonable control

10. Abusive Trading & Platform Integrity
The following are strictly prohibited:

• Latency arbitrage
• Exploiting pricing errors
• Spoofing or layering
• Wash trading
• Insider trading
• Market manipulation
• Quote stuffing
• Harmful automation

Automated systems (EAs, bots) are not allowed. If suspicious activity is detected, the Company may suspend accounts, cancel trades, reverse profits, and restrict withdrawals pending investigation. All decisions are taken in good faith to protect fair trading conditions.

11. Scalping & High-Frequency Trading (HFT)
For the purposes of this Agreement, Zuperior may classify trades executed and closed within an exceptionally short duration (including trades held for less than ninety (90) seconds) as ultra-short-term or scalping activity, particularly where such activity appears structured to exploit minor price fluctuations, execution timing, or liquidity conditions.

The use of high-speed infrastructure, including but not limited to Virtual Private Servers (VPS), automated systems, or latency-sensitive algorithms designed to gain execution advantages, may be categorized as High-Frequency Trading (HFT).

Where such activity is determined to exploit platform inefficiencies, pricing delays, or system behavior, it may be treated as abusive trading conduct.

If more than thirty percent (30%) of an account's trading volume within a review period consists of scalping or HFT activity, Zuperior reserves the right to reverse or cancel said trades and withhold profit withdrawals for such accounts.

11.1 Scalping & High-Frequency Trading (HFT) Clause
Zuperior is committed to maintaining fair and orderly trading conditions. The following conduct is strictly prohibited:

• 11.1.1 Market Manipulation:
  Any conduct intended to artificially influence price formation or distort market activity including spoofing, layering, coordinated trading schemes, or deceptive order placement is prohibited. Zuperior reserves the right to reverse or cancel trades suspected of manipulative trading and may take further disciplinary action as deemed necessary.
• 11.1.2 Insider Trading:
  Trading based on material non-public information to obtain an unfair advantage is strictly forbidden. Accounts found to be engaging in such conduct may be suspended or terminated and may be subject to legal action in accordance with applicable laws. Zuperior reserves the right to reverse or cancel said trades and withhold profit withdrawals for such accounts.
• 11.1.3 Front Running:
  Entering trades based on prior knowledge of pending client or market orders for personal advantage is not permitted. Such activity may result in trade cancellation, account suspension, or closure. Zuperior reserves the right to reverse or cancel said trades and withhold profit withdrawals for such accounts.
• 11.1.4 Wash Trading:
  Simultaneously placing buy and sell orders in the same instrument to create artificial volume or misleading market signals is prohibited. Accounts identified as engaging in wash trading may be subject to corrective measures, including the adjustment or cancellation of affected transactions, temporary suspension of trading privileges, or permanent account termination. Zuperior reserves the right to review and restrict profit withdrawals arising from such activity pending investigation and resolution.
• 11.1.5 Excessive or Commission-Driven Trading (Churning):
  Churning refers to excessive or repetitive trading activity carried out primarily to generate commissions or financial benefit, without genuine trading intent or consideration of legitimate market objectives. Zuperior strictly prohibits such conduct and reserves the right to investigate any account suspected of engaging in this practice. Where confirmed, the Company may take appropriate corrective measures, including adjusting or cancelling affected trades, restricting withdrawals, suspending trading privileges, or terminating the account.
• 11.1.6 Price Manipulation:
  Price manipulation includes any conduct intended to artificially influence or distort the value of financial instruments, including the dissemination of misleading information, false rumors, or coordinated trading designed to affect market pricing. Such behavior is strictly prohibited. Where suspected, Zuperior may investigate and take appropriate action, including adjusting or voiding affected transactions, restricting withdrawals, suspending trading access, or terminating the account where necessary.

12. Electronic Trading & Platform Use
The Client is responsible for:

• Protecting login credentials
• Securing devices
• Maintaining internet connectivity

The Company does not guarantee uninterrupted platform access. The Company shall not be liable for losses caused by server interruptions, connectivity failures, cyber incidents, liquidity provider failures, or force majeure events.

13. Force Majeure
The Company shall not be liable for failure to perform obligations due to events beyond reasonable control, including:

• Natural disasters
• War
• Government action
• Regulatory changes
• Cyber attacks
• Communication failures
• Extreme market disruptions

14. Deposits, Withdrawals & AML
Withdrawals will only be processed:

• To accounts in the Client's name
• Via the original funding method where possible

Withdrawal processing time: up to 7 business days (excluding third-party delays).
The Company may delay withdrawals for:

• AML review
• Compliance investigation
• Security verification

Funds deposited without genuine trading activity may be subject to compliance review.

15. Client Money & Fund Handling
Client funds may be held with third-party banking institutions or payment providers. While reasonable safeguards are implemented, the Client acknowledges counterparty risk, banking risk, and settlement risk. Unless explicitly stated, funds are not protected by an investor compensation scheme.

16. Events of Default
Events include:

• Failure to meet margin
• Fraud
• AML breaches
• Misrepresentation
• Insolvency
• Breach of Agreement

Upon default, the Company may close positions and determine net balances.

17. Limitation of Liability
The Company shall not be liable for market losses, slippage, platform interruptions, internet failures, third-party service failures, or Client trading decisions.

Nothing in this Agreement excludes liability for fraud or willful misconduct where prohibited by law.

18. Communication
Notices sent to the Client's registered email shall be deemed received within 24 hours. Electronic communication is valid and binding.

19. Events of Default
Events of default include:

• Failure to meet margin
• Fraud or misrepresentation
• AML breaches
• Insolvency
• Breach of Agreement

Upon default, the Company may close positions and determine net balances owed.

20. Intellectual Property
All intellectual property relating to:

• Zuperior platform
• Web Terminal
• CRM
• ZuperLearn
• Software
• Branding

remains exclusive property of the Company. Unauthorized reproduction or distribution is prohibited.

21. Conflicts of Interest
The Company maintains a Conflicts of Interest Policy available upon request.
The Client acknowledges potential dealing-desk and counterparty conflicts.

22. Termination
Either party may terminate this Agreement.
The Company may terminate immediately for regulatory reasons, risk management, security concerns, abuse, or misconduct. Termination does not affect outstanding liabilities.

23. Amendments
The Company may amend this Agreement with reasonable notice. Continued use of services constitutes acceptance of changes.

24. Complaints
Complaints may be submitted to support@zuperior.com.
The Company will review and respond within reasonable timeframes.

25. Privacy & Data Protection
Personal data is processed in accordance with the Company's Privacy Policy.

26. Conflicts of Interest
The Company maintains a Conflicts of Interest Policy available upon request.

27. Governing Law & Jurisdiction
This Agreement is governed by the laws of Saint Lucia.
Disputes shall be subject to the exclusive jurisdiction of the courts of Saint Lucia.