Isle of Man: Guide To Funds In The Isle Of Man

Last Updated: 24 March 2016
Article by Simon Harding and Andrew Harding

PREFACE

The Isle of Man's low tax status, political and economic stability and proximity to the key markets of Europe make it a compelling and cost-effective alternative for the domicile of investment funds. With a wide range of fund service providers and a sophisticated professional and banking infrastructure, the Island offers a solution for all fund promoters. The Isle of Man has a well-founded reputation as a premier jurisdiction in terms of regulation and achieves a balance between, on the one hand, providing a business-friendly environment and, on the other hand, meeting international standards of financial supervision.

As you would expect of a common law jurisdiction, the Isle of Man offers a full range of vehicles for use as fund structures, including open-ended investment companies, protected cell companies, limited partnerships and unit trusts. These are considered in more detail in this Guide.

The Isle of Man has a full suite of fund options ranging from fully regulated, retail-focused "authorised schemes" to private fund arrangements that fall wholly outside the scope of regulation. Between these extremes are a range of unapproved funds that are subject to varying degrees of structural regulation. These funds are the main categories of Isle of Man funds and are not subject to prescriptive regulation, but all generally involve the appointment of an Isle of Man licence holder and provide certain safeguards for investors.

1. CONSTITUTIONAL POSITION

The Isle of Man is a self-governing dependency of the British Crown. It does not form part of the United Kingdom. By long-established constitutional convention, the Isle of Man has complete autonomy in relation to domestic affairs, including taxation and business law.

Tynwald, the Island's parliament, has been in existence for over 1,000 years and is the world's oldest continuously functioning parliament. The Island also has an independent court system, including a High Court and a locally based appellate court; the final court of appeal for the Isle of Man is the UK Privy Council. The Island is a common law jurisdiction and its legal traditions draw heavily on those of England; English case law is of high persuasive authority in the Isle of Man. This legal stability gives the jurisdiction the commercial legal certainty long associated with the English legal system, combined with the flexibility of an international finance centre.

The Island is not a member state of the European Union. Under Protocol 3 to the Act of Accession, whereby the United Kingdom became a member state, EU rules only apply to the Isle of Man in relation to a limited range of matters. Accordingly, EU directives on tax harmonisation, company law and financial services do not apply in the Isle of Man.

2. FLEXIBILITY OF LEGAL FORM

As you would expect of a common law jurisdiction, the Isle of Man offers a full range of vehicles for use as fund structures, including open-ended investment companies, protected cell companies, limited partnerships and unit trusts. These are considered in more detail below.

2.1 Companies - Traditional and Modern

Corporate vehicles remain the most popular legal form for collective investment. The Island's Companies Act 2006 is commonly used for international special purpose vehicles. Minimal administrative requirements, flexible capital structure and limited disclosure requirements are counter-balanced by the Island's well-respected regime for the regulation and supervision of registered agents.

For those whose tastes are more conservative, the Island's long-established conventional companies incorporated under the Companies Acts 1931-2004 draw heavily on English legislative traditions, but without the more prescriptive requirements associated with companies incorporated in metropolitan jurisdictions.

All Isle of Man corporate vehicles can be structured as open-ended investment companies i.e. companies that allow investors the flexibility to redeem their shares before the winding up of the company. Open-ended investment companies are regarded as collective investment schemes for the purposes of Isle of Man law. Closed-ended investment companies, which don't provide this flexibility, are outside the scope of Isle of Man funds regulation.

2.2 Protected Cell Companies

Both conventional and 2006 Act companies can be established in the Isle of Man in the form of protected cell companies (PCCs). Once a novel idea, these vehicles are now an established feature of the international investment landscape. By segregating the interests of both investors and other stakeholders, such as leverage providers, within each cell, PCCs provide a low-cost and quick-to-launch means of creating legally robust new sub-funds. PCCs are ideal for use both in multi-class/single manager structures and in multi-manager offerings.

2.3 Limited Partnerships

Private equity specialists have always appreciated the flexibility offered by limited partnerships, but in recent years these vehicles have gained favour with managers of other asset classes, particularly property. Being tax transparent under Isle of Man law, these vehicles offer considerable opportunity for efficient cross-border tax planning whilst continuing to allow investors the benefit of limited liability.

Isle of Man limited partnerships also benefit from a flexible legal framework and may be established with or without legal personality. There is minimal statutory overlay in relation to the operation of an Isle of Man limited partnership. The legislation offers the flexibility to return capital prior to the winding up of the partnership and, in order to provide comfort to investors, sets out a "white-list" of activities that will not result in limited partners being regarded as involved in the management of the partnership and thereby prejudicing their limited liability status, which includes advising the general partner. Limited partnerships are typically regarded as collective investment schemes for the purposes of Isle of Man law.

2.4 Unit Trusts

Last but not least among the most popular fund structures available in the Isle of Man is the unit trust. The Isle of Man follows England in its trust law. As a result, the concept of the trust arrangement has been an integral part of the Island's legal framework since its jurisprudence began. As a fund vehicle, the unit trust arrangement offers huge flexibility and the security of knowing that the arrangements are not a matter of public record.

After being associated for many years with retail long-only equity investment, unit trust arrangements are now increasingly being used in a range of investment scenarios as promoters take advantage of the opportunities they afford for structuring investors' returns.

3. REGULATORY ENVIRONMENT

The Isle of Man has a well-founded reputation as a premier jurisdiction in terms of regulation, achieving a balance between, on the one hand, providing a business friendly environment and, on the other hand, meeting international standards of financial supervision. A number of independent assessments of the Island's regulatory framework have been conducted which verify the Island's status.

The establishment and operation of investment funds in the Isle of Man is governed principally by the Collective Investments Scheme Act 2008 (CISA) and the Financial Services Act 2008 (FSA) and any secondary legislation made thereunder.

Regulation of fund managers and administrators, and of collective investment schemes, is undertaken in the Isle of Man by the Financial Services Authority (the Authority). As well as a framework for the regulation and supervision of financial services providers, the Island has adopted extensive regulatory measures to prevent money laundering and the financing of terrorism.

4. CATEGORIES OF FUND

The Isle of Man has a full suite of fund options ranging from fully regulated, retail-focused "authorised schemes" to private fund arrangements such as "exempt schemes" that fall wholly outside the scope of regulation. Between these extremes are a range of unapproved funds that are subject to varying degrees of structural regulation. These are the main categories of Isle of Man funds and are not subject to prescriptive regulation, but all generally involve the appointment of an Isle of Man licence holder and provide certain safeguards for investors.

4.1 International Schemes

An international scheme under Schedule 2 to the CISA is defined as a fund established in the Isle of Man which is not an authorised scheme or an exempt scheme. International schemes may not be promoted to the general public in the Isle of Man. The Authority introduced this category of fund to provide for flexibility of product and to encourage innovation.

The specialist fund and qualifying fund are forms of international scheme that are not subject to any form of approval or authorisation process and can generally be established fairly quickly and in a cost-effective manner, although they do have their own regulatory structure, as detailed in this brief.

4.2 Specialist Fund

The specialist fund has been specifically created to meet the demands of the alternative investment community and their institutional investors. The Isle of Man understands that the promoter of, and advisers to, alternative investment funds and hedge funds need a jurisdiction and a product that provides maximum flexibility and future-proofing in a fast-moving international investment environment.

(a) Asset management

There are no regulatory restrictions on the types of investments that a specialist fund can make and no restrictions on the trading strategies that can be employed by its asset manager or investment adviser. There are no regulatory limits on the borrowings or leverage that a specialist fund may undertake.

A specialist fund must receive (either directly or indirectly) investment advice or asset management services from an entity that the specialist fund's governing board considers is suitable to undertake such function. In assessing this, the regulatory status of that person must be taken into account.

(b) Regulated administrator

A specialist fund must appoint a regulated fund administrator to perform its core administration requirements, including transfer agency work, valuations, pricing and fund accounting services. The administrator may be an Isle of Man regulated administrator or alternatively, an appropriately regulated fund administrator based in a jurisdiction that the Authority regards as providing an acceptable level of regulation and mutual assistance arrangements.

(c) Governance and board composition

A specialist fund must have an independent non-executive director on the board. In addition, where a specialist fund has appointed an overseas administrator regulated in another acceptable jurisdiction (see above), the board of directors must include an Isle of Man resident individual who is either licensed as a fiduciary or working for a licensed fiduciary services provider.

(d) No regulatory pre-approvals

There is no requirement for any pre-approval to be sought from the Authority or any other body, nor are Isle of Man licensed administrators required to obtain any specific approval or consent to act in relation to any particular specialist fund. This means that a specialist fund can be launched quickly and without any risk of regulatory delays.

(e) Target investors / minimum subscription

A specialist fund must have a minimum initial investment requirement of at least US$100,000, which is policed by the administrator. The specialist fund is not intended to be a vehicle for retail investment. It is designed to facilitate the establishment and operation of sophisticated alternative investment funds and, accordingly, is aimed squarely at institutional and high-net-worth investors. Prospective investors must certify that they are sufficiently experienced to understand the risks associated with an investment in the specialist fund in question and must fall into one of the categories of permitted investor. Broadly speaking, these cover institutional investors, affiliates of the fund's promoters and managers and individuals with a net worth in excess of US$1M.

(f) Offering document

Every specialist fund is required to have an offering document. The board of directors of the specialist fund must all sign a statement in respect of the offering document in which they acknowledge that they are responsible for the contents of the offering document and for ensuring that it is updated as appropriate. There are only a limited number of prescribed statements to be included in the offering document of a specialist fund. By and large the content of a specialist fund's offering document is a matter for its board of directors, subject to an overriding requirement that the offering document should accurately set out all material information to enable a prospective investor to make an informed investment decision. The specialist fund is also required to have an investor application form that contains certain prescribed statements including a certification by the investor that he meets the target investor requirements (see above).

(g) Flexible custody arrangements

There are no prescriptive requirements for the appointment of a custodian to a specialist fund, although the arrangements for custody of the assets must be disclosed in the offering document.

(h) Accounting and audit requirements

A specialist fund must prepare annual financial statements in accordance with international accounting standards, which must be audited by a qualifying auditor (broadly, a member of a relevant professional body of accountants, such as the Institute of Chartered Accountants in England & Wales, with a permanent place of business in the Isle of Man, with appropriate professional indemnity insurance to a level of at least £20M). Audited financial statements must be distributed to investors within six months of the end of its financial year.

(i) Fund registration

All specialist funds are required to register with the Authority. When registering the fund, the Authority does not review fund documentation but relies upon a statement of compliance provided by the fund's governing body. Following registration, details of registration will be available at www.iomfsa.im.

(j) Taxation

The fees levied by fund managers based in the Isle of Man in respect of services to specialist funds are exempt from value added tax in the Isle of Man.

4.3 Qualifying Fund (QIF)

With no mandatory minimum subscription, the qualifying fund is a more regulated vehicle than the specialist fund and, amongst other things, is required to appoint a regulated manager and custodian.

(a) Asset management

As with the specialist fund, there are no regulatory restrictions on the types of investments that a QIF can make and no restrictions on the trading strategies that can be employed by its asset manager or investment adviser. Similarly, there are no regulatory limits on the borrowings or leverage that a QIF may undertake.

A QIF must receive (either directly or indirectly) investment advice or asset management services from an entity that the QIF's governing board considers is suitable to undertake such function. In assessing this, the regulated status of that person should be taken into account.

(b) Regulated manager

A QIF must appoint a regulated fund manager to undertake administration of the fund and to be responsible for determining whether the fund is and continues to be managed and operated in accordance with the fund's constitutional and offering documents. The manager must be an Isle of Man licence holder.

(c) Governance and board composition

A QIF must have an independent non-executive director on the board and at least one Isle of Man resident person. These roles can be fulfilled by the same individual.

(d) No regulatory pre-approvals

There is no requirement for any pre-approval to be sought from the Authority or any other body, nor are Isle of Man licensed managers required to obtain any specific approval or consent to act in relation to any particular QIF.

(e) Target investors / minimum subscription

The minimum initial investment requirement for investors in a QIF must be agreed between the manager and the governing body.

Target investors are regarded as non-retail, must be sufficiently experienced to understand the risks associated with an investment in the QIF, and fall within at least one of several categories of qualifying investor (which includes persons whose ordinary business or professional activities includes holding or disposing of investments, or the giving of investment advice, service providers to the QIF, trustees of employment benefit or executive incentive schemes or trusts).

(f) Regulated promoter requirement

A QIF is required to appoint one or more promoters who prepares or distributes (or who arranges the same) the offering document or associated marketing material. The promoter must either be licensed in the Isle of Man or an acceptable jurisdiction. Alternatively, instead of appointing a regulated promoter, the QIF may engage a regulated financial adviser (RFA) to advise investors on the suitability of investment in a QIF, provided (i) the RFA must sign a declaration to that effect in respect of each investor and (ii) the manager of the QIF must oversee the promotion of the fund and satisfy itself that the adviser is indeed an RFA.

(g) Offering document

Every QIF must have an offering document. The board of directors of the QIF must all sign a statement in respect of the offering document in which they acknowledge that they are responsible for the contents of the offering document and for ensuring that it is updated as appropriate. As with the specialist fund, a limited number of prescribed statements must be included in a QIF's offering document and there is an overriding requirement that the offering document should accurately set out all material information to enable a prospective investor to make an informed investment decision.

The investor application form must contain certain prescribed statements including a certification by the investor that he meets the target investor requirements.

(h) Custody arrangements

A QIF must appoint a custodian who is either licensed in the Isle of Man or in a jurisdiction that is acceptable to the Authority. The governing body of the fund is responsible for ensuring that each appointed custodian is appropriately experienced to provide services to the class of assets to which it is appointed and for considering the suitably of the domicile and regulatory framework for the provision of custody services in the jurisdiction in which the custodian is regulated. The governing body must also obtain the manager's approval to the appointment.

(i) Accounting and audit requirements

A QIF must prepare annual financial statements in accordance with international accounting standards which must be audited by a qualifying auditor (as detailed above under "Specialist Fund"). Audited financial statements must be distributed to investors within six months of a fund's financial year end.

(j) Fund registration

As with specialist funds, all qualifying funds are required to register with the Authority. When registering the fund, the Authority does not review fund documentation but relies upon a statement of compliance provided by the fund's governing body. Following registration, details of registration will be available at www.iomfsa.im.

(k) Taxation

The fees levied by fund managers based in the Isle of Man in respect of services to qualifying funds are exempt from value added tax in the Isle of Man.

4.4 Exempt Schemes

A further class of international funds, exempt schemes are Isle of Man collective investment schemes that have less than 50 investors and their relevant constitutional documents expressly prohibit the making of an invitation to the public to subscribe in any part of the world. This popular fund type is regarded as a private arrangement and is not subject to any form of regulation. Although not mandatory, an exempt scheme may appoint a manager who – if appointed - must be licensed to carry on investment business in the appropriate jurisdiction. However, where that manager is acting for only one exempt scheme, it is not required to be licensed by the Authority in respect of that financial services activity.

4.5 Closed-ended Investment Companies

Closed-ended investment companies fall outside the regulatory net for mutual funds. However, Isle of Man companies' legislation does apply. If the fund is incorporated under the Companies Act 1931, a prospectus will need to be prepared. However, these requirements are neither prescriptive nor onerous. If the offering of shares is regarded as a private placement, the prospectus requirements under the Companies Act 1931 are disapplied. Alternatively, the fund may be incorporated under the Companies Act 2006, for which there are no prospectus requirements. Instead, the directors are obliged to ensure that any document sent to investors contains all material information required to enable them to make an informed investment decision.

Closed-ended investment companies have proved extremely popular for vehicles wishing to list on the Alternative Investment Market (AIM) of the London Stock Exchange.

4.6 Other Fund Types in Brief

(a) Authorised funds

Authorised funds may be marketed to the general public in the Isle of Man, and as a result, are subject to prescriptive regulation. They must be established as either an open-ended investment company or a unit trust and elect to be either a Type A or Type B scheme. A Type A Scheme is defined under the authorised scheme regulations as a scheme which can only operate under investment and borrowing powers which are analogous to those under the UCITS Directive. Investment and borrowing powers for a Type B scheme are less onerous than for a Type A scheme.

Authorised funds may also apply for recognition in the UK by virtue of the Isle of Man's designated territory status. Upon recognition, a fund may be marketed within the UK.

(b) Regulated Fund

The Regulated Fund has been specifically created to meet the increasing appetite for regulation from both the fund community and investors. The Regulated Fund offers a structure with no prescriptive investor qualification requirements and no prohibitive minimum investment levels, with the aim of gaining recognition of equivalence in key quarters – such as the Irish Stock Exchange.

(c) Recognised funds

A recognised fund is one which is managed in or authorised from a place outside of the Isle of Man, but which may be promoted to the general public in the Isle of Man by virtue of being "recognised" by the Authority. The governing body of certain funds established in the designated territories (currently Ireland, Guernsey, Jersey and the United Kingdom) may give notice to the Authority requesting recognition and if the Authority registers no objection, will be automatically recognised within two months. Funds established in other countries will be subject to more rigorous scrutiny upon application.

(d) Overseas or foreign funds

"Overseas funds" or "foreign funds" are generic terms used to describe funds established outside the Isle of Man and that may be administered or managed in the Island by entities that are appropriately licenced by the Authority. These fund types are not subject to any Isle of Man regulation or approval in the Isle of Man but will be subject to any applicable regulatory regime in their home jurisdiction. The Authority does permit a certain level of what it describes as "inwards outsourcing" for such funds. Guidance on inward outsourcing is contained in the Rule Book at http://www.iomfsa.im/lib/docs/iomfsa/rulebooks/guidancenoteonoutsourcing2012.pdf.

5. FUND TAXATION

The Isle of Man offers a tax neutral environment for fund operations. There are no capital or inheritance taxes in the Isle of Man and stamp duty does not apply. In 2006 the Isle of Man introduced a zero rate of corporate tax for most taxpayers. This means that a corporate fund vehicle will benefit from a zero rate of income tax, as will any fund management or administration business based in the Isle of Man.

The fees levied by fund administrators and investment managers based in the Isle of Man in respect of services to collective investment schemes (other than exempt schemes) are exempt from value added tax in the Isle of Man.

The fund will be obliged to make annual filings with the Isle of Man Assessor of Income Tax in order to satisfy its obligations with respect to the automatic exchange of information under US FATCA, UK FATCA and the OECD common reporting standard (CRS).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Simon Harding
Similar Articles
Relevancy Powered by MondaqAI
Appleby
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Appleby
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions