1. Introduction

1.1 This Introducing Broker Agreement (“Agreement“) is established between Zenita Finance Ltd (referred to as the “Company“) and the individual who has filled out the registration form to become an introducer for the company (referred to as the “IB” or “Partner”) through the company website’s. In this Agreement, both the Company and the IB may occasionally be referred to as the “Parties.”

1.2 The company is an International brokerage and clearing house license (IBC) regulated company incorporated in Mwali(Moheli) KM with its registered address at Fomboni – Island of Mohéli – Comoros Union. The Company operates under the license number T2023231 registered by the Mwali international services authority (MISA) of Island of Mohéli – Comoros Union

1.3 These Terms represent a legally binding agreement between you and Zenita Finance. By engaging in any transactions or requesting services from us, you are acknowledging this contract. Furthermore, you are doing so on your own behalf and, if applicable, on behalf of any principal(s) you may be representing as an agent. These Terms take precedence over any previous general business terms or similar documents provided by us.

1.4 To ensure your own protection, it is crucial that you thoroughly review and comprehend these Terms before you submit your account application to Zenita Finance. If any part of these Terms or the referenced documents is unclear to you, please contact Zenita Finance Ltd. to request additional information or consider seeking independent professional advice before initiating any account opening, order placement, or transaction with Zenita Finance Ltd.

2. Partner’s rights and obligations

2.1. The Partner shall independently engage in activities aimed at referring new clients to the Company.

2.2.The Partner is prohibited from referring potential clients to the Company using methods that are not in accordance with the laws of the Partner’s country of residence.

2.3. The Partner acknowledges and understands that they may not introduce prospective clients to the Company from jurisdictions where the Company does not offer its services.

2.4. The Partner explicitly recognizes that all clients referred by them shall become clients of the Company.

2.5. No client may be referred to the Company if they are a close relative of the Partner, an affiliate of the Partner, or the same person as the Partner. If such a client is referred or if any similarities are found between the Partner’s information and that of the client, the Company will not accept the client, and they will not be included in the Referred Clients list.

2.6. The Partner is entitled to the following rights and responsibilities:

2.6.1 Promote the Company’s services, website, promotions, special offers, and related information.

2.6.2. Engage in actions that are in accordance with applicable legislation and business ethics to attract clients.

2.6.3. Create profiles for Clients using the Referral Link.

2.6.4. Receive the Partner Commission for Client trades.

2.6.5. Provide Clients with the Company’s information, news releases, updates, or other relevant information.

2.7. The Partner agrees to undertake the following responsibilities:

2.7.1. Conduct all activities in full compliance with applicable local and international legislation.

2.7.2. Immediately inform the Company of any interference with the Partner’s activities.

2.7.3. Make maximum efforts to acquire Clients for the Company.

2.7.4. Maintain confidentiality regarding any information, whether express or implied, concerning the Company that becomes available to the Partner.

2.7.5. Notify the Company about any facts or circumstances that may pose potential risks to the Company, should the Partner become aware of them.

2.7.6. Inform each potential Client about the risks associated with Forex trading prior to opening a real account.

2.7.7. Disclose the Partner’s status and privileges to every potential Client before entering into any relationship agreements.

2.7.8. Promptly notify the Company of any changes in the Partner’s contact information.

2.8 The IB is prohibited from doing the following:

2.8.1.The Partner is strictly prohibited from engaging in deceptive or fraudulent advertising to promote the Company’s services. Such practices include (but are not limited to):

• Advertising on indecent websites, including those of a pornographic nature.

• Advertising on websites that do not comply with the legal requirements of the Partner’s country.

• Sending spam and engaging in spamdexing activities.

• Employing advertising methods that provide misleading or distorted service descriptions, or failing to adequately explain the risks and services to potential customers.

• Participating in any activities that may harm the Company’s positive image.

• Engaging in any other forms of fraudulent advertising.

• Registering and/or using domains containing the Company’s name, branding, or other intellectual property without proper authorization.

2.8.2. Incorporating and/or using a legal entity that includes the Company’s name, branding, or other intellectual property.

2.8.3. Presenting oneself as a representative of the Company.

2.8.4. Utilizing the Company’s direct URL in any PPC systems (such as Google, Yahoo!, Live, or similar) or the IB’s referral link. It is also strictly prohibited to redirect or compel customers to visit the Company’s website through any coercive or fraudulent means.

2.8.5. Assuming any obligations on behalf of the Company or placing the Company under any commitments.

2.8.6. Opening real or demo accounts or registering with the Company’s services on behalf of Clients, as well as storing or disclosing Clients’ access credentials or any personal information.

2.8.7. Providing trading advice to Clients or attempting to influence their decisions in any manner. The Company shall not be held liable for any consequences arising from such advice.

2.8.8. Engaging in the publication or participation in the publication of materials in mass media, issuing newsletters, or assisting in the creation of content in newspapers, magazines, or other mass media, blogs, internet forums, social networks, or similar platforms that may explicitly or implicitly harm the positive image of the Company.

2.8.9. Making commitments on behalf of the Company or obligating the Company in any manner.

2.8.10. Offering guarantees and/or promises, as well as making statements regarding payouts or agreements defined by the Company.

2.8.11  To prevent unfair competition, the transfer of clients between Partners is strictly prohibited. Any requests of such nature, whether initiated by a Partner or a Referred Client, will be subject to review in accordance with the Company’s internal policies. The Company reserves the right to accept or decline such requests at its sole discretion, without any obligation to provide the Partner or Referred Client with clarification or justification.

2.8.12 The Partner, the Partner’s relatives, or any other affiliated parties may not act as Clients of the Partner. In the event that any data associated with the Partner matches the data of any Client (such as passport details, address, telephone number, email address, IP addresses, or similar), the Client’s login shall be removed from the Partner’s Client list, and the Partner Commission payout based on this Client’s performance will not be issued. User profiles sharing the same IP address may be considered as a single active profile. If a Client’s IP address matches that of the Partner, they may be regarded as affiliated, and the Partner Commission payout for such Client profile’s performance will not be disbursed. Such behavior shall be referred to as ‘Auto-referral activity’

2.8.13 In the event that the Client(s) file complaints regarding the actions of the Partner, the Partner shall take independent responsibility for addressing all such complaints. Furthermore, the Partner shall indemnify and absolve the Company from any and all claims, injuries, damages, losses, or legal actions, including attorney fees, arising from or related to such complaints.

3. Company’s rights and obligations

3.1. The Company’s Responsibilities:

• Assistance: The Company shall provide the IB with all necessary assistance to fulfill     the obligations outlined in this Agreement.
• Commission Payment: The Company shall pay the IB Commission in accordance with the conditions specified in this Agreement.

• Service Range: The Company shall offer the complete range of its services, as stated in the Customer Agreement, to the Clients attracted by the IB.
• Order Execution: The Company shall execute orders for IB Clients and calculate the corresponding IB Commission. However, it is important to note that the Company does not provide statements of Client transactions.

3.2. Reporting on Campaigns: The Company reserves the right to request a comprehensive report from the Partner regarding the methods and outcomes of campaigns and promotions conducted to attract Clients

3.3. In the event that the Partner does not meet the conditions stipulated in this Agreement or due to other objective reasons, the Company reserves the right to exclude Referred Clients from the Partner’s Referred Clients list.

3.4. In the event that the Partner engages in any illegal or fraudulent activities, or if there are increased hedging risks associated with any of the Partner’s Referred Client transactions, or if Partner or any of Partner’s Referred Clients are involved in market abuse, market manipulation, or practices that violate the Company’s rules, procedures, systems, or technical features, as determined at the sole discretion of the Company, the Company may take one or more of the following actions: a) initiate an investigation and request the Partner to provide various documents and/or clarifications; b) temporarily block the IB Account(s) of the Partner and Partner’s Referred Client(s) during the investigation period; c) suspend or cancel (partially or completely) Partner’s Remuneration (of any level) and Rebates paid to Partners Referred Clients; d) exclude Referred Client(s) from Partner’s Referred Clients list; e) terminate this Agreement with immediate effect by notifying the Partner via email.

3.5. The Company reserves the right to inform Clients that the Partner receives Remuneration from the Company for the activities described in this Agreement.

3.6.  The Company has the right to amend, add, or rename the terms of this Agreement by notifying the Partner 5 business days before the changes take effect. Such notice will be delivered by the email address provided by Partner to Company.

3.7. If the IB Commission from a single Client exceeds 70% of the total IB commission, the Company may cancel such excess IB Commission.

3.8. If the Company’s revenue generated from IB Clients’ trading becomes equal to or less than the commission paid to the IB, the Company may either lower the IB Commission or exclude such Client from the IB’s referrals (Clients) list.

4. Partner Commission and Payment Terms

4.1. Partner’s Remuneration will be credited to the Partner’s IB Account every 24 hours for closed orders placed by the Partner’s Referred Clients.

4.2. The Company pays Partner’s Remuneration based on a three-level structure as follows:

Level One: 100% Remuneration for Referred Clients directly attracted by the Partner.

Level Two: 15% Remuneration for Referred Clients attracted by other Partners who were directly attracted by the Partner (referred to as “sub-IB’s”).

Level Three: 5% Remuneration for Referred Clients attracted by other Partners who were attracted by sub-IB’s (“Level two sub-IB’s”).

4.3 The Partner Commission will be credited to the Partner’s Wallet on the Company’s website exclusively. The Partner cannot request or expect any alternative forms of compensation.

4.4. The following types of Client orders will not be considered valid and shall not qualify for payment:

• Trades in which the difference between the Open Price and Close Price is less than 50 points (equivalent to 5 pips in 4-digit precision terms).
• If more than 50% of trades are closed within 10 minutes after opening, remuneration will not be paid for those trades.

4.5. The Partner acknowledges that changes in the Partner Rank (i.e., the increase in the number of active Clients) are applied during the Partner Commission payout process, and no claims of ‘lost profit’ shall be accepted.

4.6. The IB Rank will be calculated and updated once every 24 hours, coinciding with the IB Commission payout.

4.7. No Remuneration will be disbursed for trades employing the practice commonly known as “churning” or other unacceptable practices, as determined solely by the Company. Churning includes, but is not limited to, the practice of executing trades through a client account solely for the purpose of generating Remuneration for the Partner due to frequent opening and closing of orders in client accounts. 

5. Force Majeure

5.1. The Parties shall not be held liable for the failure or partial failure to fulfill their obligations if such failure results from a force majeure event or circumstance. This includes, but is not limited to, events such as fires, earthquakes, natural disasters, war, military operations, blockades, acts of God, government regulations, and other extraordinary and unavoidable circumstances beyond the Parties’ control.

5.2. In the event that it becomes impossible for one Party to fulfill its obligations due to force majeure, that Party agrees to promptly inform the other Party through written notification. This notification should include details regarding the onset, estimated duration, and cessation of the aforementioned circumstances. Such notification should be provided within five business days from the moment of their onset and cessation.

5.3. The facts outlined in the notification must be confirmed by a competent authority or organization in the respective country. Failure to notify the other Party in a timely manner or provide confirmation by the competent authority will deprive the notifying Party of the right to cite any of the aforementioned circumstances as grounds for release from responsibility for the failure to fulfill its obligations.

5.4. If the inability to either completely or partially fulfill obligations lasts for more than three months, the Agreement shall be automatically terminated.

6. Settlement Of Disputes

6.1. All disputes and claims between the Parties shall be settled by way of negotiations or correspondence.

6.2. Any claims being submitted by the Partner shall be considered by the Company if sent solely from the Partner’s e-mail address specified in his Back Office to [email protected] Claims submitted in any other way (via public forums, phone, Skype, etc.) shall not be considered.

6.3. A claim shall be accepted for consideration if submitted within 10 business days from the date on which the dispute arose.

6.4. The Company has a right to reject a claim if the provisions set out in the Agreement have not been met.

6.5. Where the Company may request additional information and/or documents for the purpose of reviewing the Partner’s claim, the time for consideration of the claim shall start to count from the date of receipt by the Company of all necessary information and/or documents from the Partner.

6.6. In the event that the dispute has been resolved positively for the Partner, the Company shall act on the decision taken in the shortest time possible.

6.7. No claims for moral damages or loss of profit shall be accepted by the Company.

6.8. Where this Agreement is translated into another language, the English text shall prevail over the translated text.

7. Termination Of The Agreement

7.1. The Partner may terminate this Agreement by giving the Company a notice being sent to

[email protected].

7.2. The Agreement may be terminated by the Company with immediate effect in cases where:

• the Partner has been found in breach of the terms and conditions of this Agreement;
• the termination of same is required by a court order.

7.3. The Company may terminate the Agreement on a two business days’ notice sent to the Partner’s email address.

7.4. Should this Agreement be terminated, the Client Agreement shall not be affected by this termination and shall remain in full force and effect unless terminated by the same notice.

7.5. In the case of termination of the Client Agreement, this Agreement shall terminate automatically.

7.6. The Company may terminate the Agreement if the Partner does not acquire any new clients within 6 months.