1. Introduction and Acceptance
These Terms and Conditions (the "Terms" or the "Agreement") govern the relationship between Osher LTD, an International Business Company registered in Saint Lucia under number 2026-00461, incorporated in accordance with the International Business Companies Act Cap 12.14 of the Revised Laws of Saint Lucia, 2001, with its registered office for corporate records established with the agent Foster Capital Inc at Robin Kelton Bldg, Choc Bay, P.O. Box GM763, Castries, Saint Lucia (the "Company", "we", "us" or "our"), and any natural or legal person (the "Client", "you" or "your") who registers an account, deposits funds or otherwise uses the services offered through the website https://osherltd.com (the "Website") and any related trading platforms (collectively, the "Services").
By registering an account, depositing funds, placing any order or otherwise using the Services, you confirm that you have read, understood and accepted these Terms in their entirety, together with the Privacy Policy and the Risk Disclosure Statement, which form an integral part of this Agreement.
If you do not accept these Terms, you must not use the Services.
2. Definitions
In this Agreement, unless the context otherwise requires:
"Account" means the trading account opened by the Client with the Company.
"Balance" means the total amount of funds held in the Account at any given time.
"Business Day" means any day other than a Saturday, Sunday or public holiday in Saint Lucia.
"CFD" means a contract for difference referencing an underlying instrument.
"Client Agreement" means these Terms together with the Privacy Policy, the Risk Disclosure Statement, the Order Execution Policy, the Fee Schedule and any other document expressly incorporated by reference.
"Equity" means the Balance plus or minus any unrealised profit or loss on open positions.
"Force Majeure Event" has the meaning given in Section 18.
"Liquidity Provider" means any third-party institution to which the Company routes Client orders for execution.
"Margin" means the funds required to be deposited and maintained in the Account in order to open and keep open a position.
"Margin Call" means a request from the Company to the Client to deposit additional Margin.
"Order" means an instruction given by the Client to the Company to open, modify or close a position.
"Position" means an open trade in the Account.
"Products" means foreign exchange (Forex), CFDs and any other financial instrument made available by the Company from time to time.
"Restricted Jurisdiction" means any jurisdiction listed in Section 4 or otherwise designated by the Company.
"Services" has the meaning given in Section 1.
"Stop-Out Level" means the Equity level at which the Company is entitled to close out the Client's positions automatically.
3. Eligibility and Client Representations
By entering into this Agreement, you represent and warrant on a continuing basis that:
- a) you are of legal age (at least 18 years old) and have full legal capacity to enter into binding contracts;
- b) you are not a resident, citizen or otherwise located in a Restricted Jurisdiction;
- c) the funds deposited with the Company are lawfully owned by you, do not derive from any criminal or illicit activity, and their use does not breach any applicable law (including anti-money laundering and counter-terrorism financing laws);
- d) all information provided to the Company in connection with your Account is true, accurate, complete and up to date, and you will promptly notify the Company of any change;
- e) you are acting on your own behalf and not as agent, trustee or representative of any third party, unless expressly disclosed to and accepted by the Company in writing;
- f) you have sufficient knowledge, experience and financial resources to understand and bear the risks associated with trading the Products;
- g) you are not a Politically Exposed Person (PEP), nor subject to any sanctions, asset freeze or other restrictive measure imposed by the United Nations, the European Union, the United States, the United Kingdom or any other competent authority, unless expressly disclosed to and accepted by the Company in writing;
- h) your use of the Services does not breach any law or regulation applicable to you.
The Company is entitled to rely on these representations and warranties without further verification, and the Client shall indemnify the Company against any loss arising from any breach thereof.
4. Restricted Jurisdictions
The Services are not offered, and are not intended to be offered, to residents, citizens or persons located in any jurisdiction where the offer of such Services would be contrary to local law or regulation, including, without limitation, the following countries:
Afghanistan, Belarus, Burkina Faso, Burundi, Canada, Central African Republic, Congo, Cuba, Eritrea, Guinea, Guinea-Bissau, Guyana, Haiti, India, Iran, Mali, Myanmar, North Korea, Russia, Saint Lucia, Sierra Leone, Singapore, Somalia, South Sudan, Sudan, Ukraine, United States of America, Vanuatu, Venezuela, Yemen.
The Company does not provide access to any country listed on any United Nations sanctions list. The Services are not available to residents of the United States or Canada.
The Company reserves the right to add or remove jurisdictions from this list at any time and at its sole discretion, and to refuse, suspend or terminate any Account opened in breach of this Section, with immediate effect and without prior notice.
5. Account Opening and Verification (KYC / AML)
5.1 To open an Account, the Client must complete the online registration process and provide all information and documentation requested by the Company, including but not limited to: full name, date and place of birth, residential address, nationality, tax identification, proof of identity, proof of residence, source of funds and source of wealth.
5.2 The Company applies risk-based customer due diligence measures in accordance with international anti-money laundering and counter-terrorism financing standards (including the FATF Recommendations). The Company reserves the right to request additional documentation at any stage of the business relationship, including enhanced due diligence in respect of higher-risk situations.
5.3 The Company may, at its sole discretion and without obligation to give reasons, refuse to open an Account, delay activation, restrict functionality, or close an existing Account.
5.4 Pending completion of verification, deposits may be held without being made available for trading, and withdrawals may be suspended.
5.5 The Client undertakes to notify the Company promptly of any change to the information provided during the registration process.
6. Products and Services
6.1 The Company offers execution-only services in respect of Forex, CFDs and other OTC leveraged derivative Products. The list of available Products, their specifications (including spreads, leverage, margin requirements, trading hours and minimum sizes) is published on the Website and may be amended at any time.
6.2 The Company does not provide investment advice, tax advice, legal advice or recommendations of any kind. Any market commentary, research, analysis, news or educational content is provided for general information purposes only and shall not be construed as a personal recommendation or solicitation.
6.3 The Client is solely responsible for all trading decisions and for the consequences arising therefrom.
6.4 The Company may at any time, at its sole discretion and without prior notice, add, suspend, restrict or discontinue any Product or feature of the Services.
7. Order Execution
7.1 The Company may execute Client Orders either (i) by transmitting them to one or more Liquidity Providers for execution (agency or "A-book" model), or (ii) by acting itself as the direct counterparty to the Client's Orders (principal, "B-book" or market-making model). While the Company operates primarily on a straight-through-processing basis, it reserves the right, at its sole and absolute discretion and without prior notice to the Client, to determine and to change the execution model applied to any Order, Account or Product, and to act as principal counterparty to some or all of the Client's trades. It is lawful for the Company to do so.
7.1.1 The Client acknowledges and accepts that, where the Company acts as principal counterparty, a conflict of interest may arise between the Company and the Client, including the possibility that the Company derives a profit when the Client incurs a loss. The Company is under no obligation to disclose, in respect of any individual Order, the capacity in which it has acted. The Client expressly consents to the Company dealing on this basis.
7.2 Orders are executed in accordance with the Company's Order Execution Policy, which may be amended from time to time.
7.3 The Company may, at its sole discretion and without liability, reject, cancel, requote or partially fill any Order, including (but not limited to) where:
- a) the relevant Liquidity Provider does not confirm execution at the requested price;
b) market conditions do not permit execution;
c) the Client does not have sufficient Margin;
d) the Order is suspected of being submitted in breach of these Terms;
e) the trading platform is experiencing a technical malfunction;
f) execution would expose the Company to a regulatory or legal risk.
7.4 Execution prices, including the application of slippage and gaps, depend on market conditions and on the prices provided by Liquidity Providers. The Company makes no warranty as to the speed of execution or the availability of any particular price.
7.5 Stop-loss and take-profit orders are not guaranteed orders. In conditions of low liquidity, market gaps or fast market movements, such orders may be executed at prices significantly different from the requested level.
8. Margin, Leverage and Stop-Out
8.1 The Client must maintain at all times sufficient Margin to keep open Positions. Margin requirements are set by the Company and may be modified at any time, with or without prior notice, including in response to changes in market conditions or in the policies of Liquidity Providers.
8.2 The Company may issue a Margin Call requesting the Client to deposit additional funds. However, the Company is not obliged to issue a Margin Call and may, at any time and without prior notice, close out part or all of the Client's Positions where the Equity falls below the applicable Stop-Out Level.
8.3 Forced liquidation pursuant to this Section is carried out at market prices available at the time of execution, which may be significantly different from the price indicated on the platform. The Company is not liable for any loss arising from such liquidation.
8.4 Unless otherwise agreed in writing, the Client remains liable for any negative Balance arising on the Account.
8.5 The Company may, at its sole and absolute discretion and at any time, with or without prior notice to the Client, set, vary, increase or reduce any trading parameter applicable to the Account or to any Product, including but not limited to: leverage and maximum leverage, Margin and Margin requirements, the Margin Call level, the Stop-Out Level, swap and overnight financing rates, spreads, minimum and maximum lot sizes and exposure limits. Such changes may take effect immediately, may apply both to new Positions and to Positions already open, and may result in the immediate issuance of a Margin Call or in the automatic close-out (Stop-Out) of open Positions. The Client is solely responsible for monitoring these parameters at all times, and the Company shall not be liable for any loss arising from, or in connection with, any such change.
9. Deposits and Withdrawals
9.1 Deposits and withdrawals must be made using payment methods accepted by the Company. The Company reserves the right to accept, refuse or limit any payment method at its sole discretion.
9.2 Funds may only be deposited from, and withdrawn to, a payment instrument held in the Client's own name. Third-party deposits and withdrawals are strictly prohibited and may result in the funds being returned and the Account being suspended or closed.
9.3 The Client is responsible for all fees, charges and exchange rate differences applied by intermediary banks, payment service providers and currency conversion services.
9.4 The Company may, at its sole discretion, apply fees in respect of deposits, withdrawals, inactivity, currency conversion and other operational items, as set out in the Fee Schedule published on the Website and as may be amended from time to time.
9.5 Withdrawal requests are processed within a reasonable time after verification. The Company reserves the right to suspend or refuse any withdrawal request:
- a) pending completion of KYC, AML or fraud-prevention checks;
b) where the Client has open Positions or insufficient Free Margin;
c) where the withdrawal would breach applicable law or any internal policy of the Company;
d) where there is reasonable suspicion of fraudulent or abusive activity;
e) where any bonus, promotion or trading volume requirement has not been satisfied.
9.6 The Company reserves the right to charge retroactive storage fees and overnight financing charges for positions held over an extended period of time, as stipulated by the relevant Liquidity Provider.
9.7 Treatment of Client funds (STP model). The Client acknowledges and agrees that the Company operates primarily on a straight-through-processing (STP) basis. Funds deposited by the Client are treated as Margin and are used by the Company to open and maintain the corresponding Positions, including (where the Company acts on an agency basis) by transmitting and posting such funds to its Liquidity Providers as margin or collateral in order to cover the Client's exposure. Consequently, Client funds are not held in segregated client accounts, are not ring-fenced from the assets of the Company or of its Liquidity Providers, and do not benefit from any statutory or regulatory client-money protection. In the event of the default, insolvency or liquidation of the Company or of any Liquidity Provider, the Client may be unable to recover all or part of the funds deposited and shall rank only as an unsecured creditor. By depositing funds, the Client expressly accepts this arrangement and the risks associated with it.
10. Fees, Costs and Charges
10.1 The Client agrees to pay all fees, costs and charges applicable to the Services, including but not limited to: spreads, commissions, mark-ups, swap and overnight financing charges, storage fees, conversion fees, inactivity fees, withdrawal fees and administrative fees.
10.2 The applicable Fee Schedule is published on the Website and may be amended at any time. Continued use of the Services following the publication of an amended Fee Schedule constitutes acceptance thereof.
10.3 All amounts due to the Company may be deducted directly from the Account without prior notice.
10.4 The Client is solely responsible for all taxes, duties and levies arising in connection with the Services in any jurisdiction. The Company does not provide tax advice and does not withhold taxes on behalf of the Client.
11. Prohibited Conduct and Abusive Trading
11.1 The Client undertakes not to engage in, attempt to engage in, or assist any third party to engage in, any of the following:
- a) latency arbitrage, including the exploitation of price feed delays or latency in the platform;
b) abuse of bonuses, promotions, rebates or other incentives;
c) any form of price-feed manipulation, quote-stuffing, spoofing, layering or wash trading;
d) the use of automated trading systems, expert advisors or "robots" in a manner that overloads the platform or otherwise interferes with its proper functioning;
e) the use of multiple Accounts, by the Client or in coordination with third parties, to circumvent any restriction or to engage in hedging or netting across Accounts in an abusive manner;
f) any activity intended to take unfair advantage of off-market prices, errors in pricing, technical glitches or system malfunctions;
g) the use of the Services in connection with money laundering, terrorism financing, fraud, tax evasion or any other unlawful purpose;
h) the provision of false, misleading or incomplete information to the Company.
11.2 Where the Company, at its sole discretion, determines that the Client has engaged in any of the conduct listed in Section 11.1, or in any other conduct considered abusive or harmful to the Company, its Liquidity Providers or other clients, the Company is entitled, without prior notice and without liability, to take any or all of the following actions:
- a) cancel, reverse or adjust any affected trade;
b) recalculate the profit or loss generated by the relevant activity;
c) suspend, restrict or close the Account;
d) withhold any profits arising from the abusive activity;
e) deduct from the Account any costs, losses or damages incurred by the Company;
f) report the conduct to competent authorities.
12. Communications and Electronic Records
12.1 The Client agrees that the Company may communicate with the Client by email, telephone, in-platform messaging or any other means, using the contact details provided during registration.
12.2 The Client authorises the Company to record telephone calls and to retain copies of all written communications. Such recordings and records may be used as evidence in the event of a dispute.
12.3 Notices given by the Company to the Client by email shall be deemed received on the day of dispatch.
12.4 The Client is responsible for ensuring that contact details are kept up to date and for monitoring communications received from the Company.
13. Intellectual Property
13.1 All intellectual property rights in the Website, the trading platforms, the content, the branding "Osher LTD" and any related materials are owned by the Company or its licensors.
13.2 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use such materials solely for the purpose of using the Services in accordance with these Terms.
13.3 Any other use, including reproduction, distribution, modification, reverse engineering, framing, scraping or commercial exploitation, is strictly prohibited without the prior written consent of the Company.
14. Data Protection
The Company processes personal data in accordance with the Privacy Policy published on the Website, which forms an integral part of this Agreement. By using the Services, the Client acknowledges and accepts the practices described therein.
15. Limitation of Liability
15.1 To the maximum extent permitted by applicable law, the Company shall not be liable for any loss, damage, cost or expense (including, without limitation, loss of profit, loss of opportunity, loss of data, loss of goodwill, indirect or consequential losses) arising out of or in connection with:
- a) any market movement, volatility, gap or liquidity event;
b) any act, omission, default or insolvency of any Liquidity Provider, bank, payment service provider, technology provider or other third party;
c) any failure, delay, error or interruption of the trading platform, the Website, the internet, telecommunications networks or other electronic systems;
d) any cyberattack, hacking, malware, phishing, unauthorised access to the Account or theft of credentials;
e) the execution, non-execution, partial execution or requote of any Order;
f) the application of slippage, the widening of spreads or the unavailability of any particular price;
g) any decision taken or not taken by the Client on the basis of information published on the Website or made available through the Services;
h) any Force Majeure Event.
15.2 In any event, and to the maximum extent permitted by law, the aggregate liability of the Company arising under or in connection with this Agreement shall not exceed the lesser of (i) the total fees paid by the Client to the Company in the twelve (12) months preceding the event giving rise to the claim, and (ii) the amount of the Equity in the Account at the time of the event.
15.3 Nothing in this Agreement shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable mandatory law.
16. Indemnification
The Client agrees to indemnify, defend and hold harmless the Company, its affiliates, directors, officers, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- a) any breach by the Client of these Terms or of any representation or warranty contained herein;
b) any violation by the Client of any applicable law or regulation;
c) any abusive, fraudulent or unlawful conduct by the Client;
d) any claim brought by a third party in connection with the Client's use of the Services.
17. Regulatory Status
17.1 Osher LTD is registered as an International Business Company in Saint Lucia and operates in accordance with the laws of Saint Lucia.
17.2 Osher LTD is not registered or regulated by any United States or Canadian regulator and is not regulated by FINRA, SEC, NFA or CFTC.
17.3 The Company does not hold a financial services licence of the kind issued by financial markets supervisors in other jurisdictions, and the Company's activities are not subject to the prudential or conduct supervision of such a regulator.
17.4 Accordingly, the Client is not entitled to the protections that may be afforded to clients of regulated investment firms in certain jurisdictions, including, without limitation: investor compensation schemes, segregation of client money under regulatory rules, mandatory negative balance protection, regulator-supervised complaints procedures, financial ombudsman schemes, and statutory dispute resolution mechanisms.
17.5 Any rights the Client has against the Company arise solely under this Agreement and under the laws of Saint Lucia.
18. Force Majeure
18.1 The Company shall not be liable for any failure or delay in the performance of its obligations under this Agreement caused by an event beyond its reasonable control (a "Force Majeure Event"), including but not limited to: acts of God, natural disasters, pandemics, epidemics, wars, terrorism, civil unrest, strikes, governmental actions, sanctions, embargoes, changes in law or regulation, exchange or market suspension, suspension or interruption of services by Liquidity Providers, banks or payment service providers, failure of internet or telecommunications networks, power outages, and cyberattacks.
18.2 During a Force Majeure Event, the Company may, at its sole discretion and without liability, take any action it considers appropriate to protect the interests of its clients and of the Company itself, including but not limited to: suspending or restricting trading, closing Positions, adjusting Margin requirements, recalculating profits and losses, and suspending deposits or withdrawals.
19. Amendments
19.1 The Company reserves the right to amend, supplement or replace these Terms at any time, including to reflect changes in law, regulation, market practice or business strategy.
19.2 Amendments take effect from the date of publication on the Website, unless a later effective date is indicated. The Client is responsible for periodically reviewing the Terms.
19.3 Continued use of the Services following the publication of amended Terms constitutes acceptance of the amended Terms. A Client who does not accept the amended Terms must cease using the Services and close the Account.
20. Termination
20.1 Either party may terminate this Agreement at any time by giving written notice to the other party. Termination shall be effective upon receipt of the notice or on such later date as may be specified therein.
20.2 The Company may, in addition, terminate this Agreement with immediate effect and without prior notice in any of the following circumstances:
- a) the Client breaches any material provision of this Agreement;
b) the Client engages in any conduct described in Section 11;
c) the Client becomes a resident of, or is otherwise located in, a Restricted Jurisdiction;
d) the Client becomes subject to sanctions, insolvency proceedings, or any criminal investigation;
e) the Company is required to do so by law, regulation, court order or instruction of a competent authority;
f) the Company decides to cease offering the Services in whole or in part.
20.3 Upon termination, all open Positions may be closed by the Company at prevailing market prices. Any remaining Balance, net of amounts due to the Company, will be returned to the Client through the original payment method, subject to applicable verification and compliance checks.
20.4 Termination shall not affect any rights or obligations accrued prior to termination, nor any provision of this Agreement that by its nature is intended to survive termination.
21. Complaints
21.1 Any complaint must be submitted in writing to [email protected], together with all relevant information and supporting documentation.
21.2 The Company will acknowledge receipt of the complaint within a reasonable time and will use commercially reasonable efforts to provide a substantive response within thirty (30) Business Days.
21.3 The submission of a complaint does not suspend the time limits applicable under this Agreement, nor does it grant the Client any right to suspend the performance of obligations owed to the Company.
22. Assignment
22.1 The Client may not assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Company.
22.2 The Company may, at any time and without the Client's consent, assign or transfer its rights and obligations under this Agreement, in whole or in part, to any affiliate or successor entity, or to any third party in connection with a merger, acquisition or reorganisation, provided that the Client's substantive rights are not materially prejudiced.
23. Severability
If any provision of this Agreement is held to be invalid, unlawful or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from the remainder of the Agreement, which shall continue in full force and effect.
24. Entire Agreement
This Agreement, together with the Privacy Policy, the Risk Disclosure Statement, the Order Execution Policy and the Fee Schedule, constitutes the entire agreement between the Client and the Company in respect of the Services, and supersedes all prior agreements, understandings and representations, whether oral or written.
25. Language
This Agreement is drafted in the English language. Any translation provided is for convenience only. In the event of any discrepancy between the English version and any translated version, the English version shall prevail.
26. Governing Law and Jurisdiction
26.1 This Agreement is governed by and construed in accordance with the laws of Saint Lucia, without regard to its conflict of laws principles.
26.2 Any dispute, controversy or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Saint Lucia.
26.3 Nothing in this Section shall exclude or limit any mandatory right of consumers under the law of their country of residence.
27. Contact
For any questions relating to this Agreement, please contact:
Osher LTD
Foster Capital Inc, Robin Kelton Bldg, Choc Bay, P.O. Box GM763, Castries, Saint Lucia
Email: [email protected]
Website: https://osherltd.com