Canada: Section 160 Third Party Liability

Last Updated: June 27 2019

Introduction: Derivative Tax Liability & Life-Insurance Beneficiaries

Section 160 of the Income Tax Act broadens the Canada Revenue Agency's power to collect on income-tax debt. Under section 160 of Canada's Income Tax Act, if you receive property from a tax debtor, you may inherit derivative tax liability—that is, you could get stuck with the tax debtor's income-tax bill. And the Canada Revenue Agency (CRA) can now pursue you with its full gamut of tax-collection powers—e.g., withholding income-tax refunds and GST/HST credits, garnishment, debt registration, lien, asset seizure, etc.

Moreover, this rule doesn't depend on the tax debtor's desire to avoid paying income tax; it applies even if the tax debtor gave you the property without any intention of depriving or dodging CRA income-tax collectors. And it applies even if you didn't know that the person from whom you received the property owed income tax.

By extension, this means that you could unwittingly expose your loved ones to your tax debt by transferring property to them while you owe income tax.

Many Canadians rely on life insurance to ensure that their loved ones remain financially secure. If your family relies on your income or if you carry significant debt, your life-insurance payout can serve to support your spouse or child, or to maintain the assets in your estate, should you pass away unexpectedly.

But if you pass away with income-tax debt, are your life-insurance beneficiaries now exposed to that liability under section 160 as a result of receiving the insurance proceeds?

This article examines whether section 160 of the Income Tax Act allows the CRA to chase your life-insurance beneficiaries for your income-tax debt. First, we examine the provisions of section 160 in more detail. After that, we consider three arguments that section 160 doesn't apply to a beneficiary who receives proceeds from a tax debtor's life-insurance policy: (i) the life-insurance payout isn't a transfer from the tax debtor; (ii) tax jurisprudence suggests that section 160 doesn't apply to a life-insurance beneficiary; and (iii) the application of section 160 to a life-insurance beneficiary seemingly doesn't square with the purpose underlying the tax-collection rule. Finally, we offer some tax tips relating to avoiding third-party tax liability under section 160.

Section 160 of Canada's Income Tax Act

Section 160 aims to prevent a taxpayer from avoiding tax liability by transferring property to a non-arm's-length person—thereby depriving the CRA of access to the asset while still possibly benefitting from it (Campbell v The Queen, 2009 TCC 431, at para 16).

The rule applies if "a person has [...] transferred property, either directly or indirectly, by means of a trust or by any other means whatever, to

  • the person's spouse or common-law partner or a person who has since become the person's spouse or common-law partner,
  • a person who was under 18 years of age, or
  • a person with whom the person was not dealing at arm's length [...]."

The language of section 160 contemplates a broad range of transactions involving a party related to the tax debtor. It catches each of the following transactions:

  • a direct transfer to a related party—e.g., an outright gift to a spouse or child, a dividend from a corporation to a shareholder;
  • an indirect transfer to a related party—e.g., a transfer to an arm's-length party who in turn transfers the property to a spouse or child;
  • a transfer to a trust for the benefit of a related party—e.g., a transfer of property to an inter vivos or testamentary spousal trust, an estate's distribution of property to the deceased's widow or child; and
  • a transfer to a related party "by any other means whatever"—in other words, a statutory catch-all for good measure.

If section 160 does apply, the transferor and the recipient both become "jointly and severally" liable for the transferor's income-tax debt. So, while the transferor remains liable for the tax debt, the recipient now becomes independently liable for the transferor's tax debt as of the date of the transfer.

This means that the Canada Revenue Agency can now pursue each—the original tax debtor and the recipient—for the same income-tax debt.

The recipient's tax liability under section 160 is capped, however, at the fair market value of the transferred property. Moreover, the recipient's liability is reduced by the amount of any consideration that the recipient provided for the property.

For example: suppose that the tax debtor owns a home (with no mortgage) worth $1 million and owes $2 million to the Canada Revenue Agency. If the tax debtor gifts the home to her son, the son's liability under section 160 is $1 million—that is, the value of the home. If, on the other hand, the son purchased the home from the tax debtor for $500,000, the son's liability under section 160 is $500,000—that is, the value of the home minus the purchase price.

Subsection 160(3) speaks to discharging the derivative tax liability. If the new tax debtor—i.e., the one who inherited someone else's income-tax debt—pays off the derivative liability, it will discharge that tax debt for both the original tax debtor and the tax debtor under section 160. But the original tax debtor's payments will discharge the new debtor's liability only if the original debtor has first paid off all income-tax debt that doesn't relate to the amount assessed to the new debtor.

Continue from the example above: the original tax debtor owes $2 million to the Canada Revenue Agency, and her son has inherited $500,000 of her tax debt under section 160. If the son pays off his $500,000 derivative tax debt, then he'll completely discharge his own tax liability, and he'll reduce his mother's tax liability from $2 million to $1.5 million. If the mother pays $500,000 towards her own tax debt, she'll reduce her own tax liability from $2 million to $1.5 million. But her son's derivative tax liability won't budge. Mom won't be able to offset any of her son's derivative tax liability until she first pays off $1.5 million of her own tax debt. Only then will her payments toward her remaining $500,000 tax debt discharge her son's derivative liability dollar for dollar.

Canadian courts readily admit that section 160 is a harsh rule: It offers no due-diligence defence, it applies even if the transfer wasn't motivated by tax avoidance, and it catches transferees who don't even realize that they're receiving property from a tax debtor (e.g., see: Canada v Heavyside, 1996 CanLII 3932 (FCA), at para 3).

In addition, section 160 doesn't contain a limitation period. So, the Canada Revenue Agency can assess you under the rule years after the purported transfer. In fact, even if the original tax debtor is later discharged from bankruptcy and thus released from the underlying tax debt, the recipient remains liable to the CRA (Canada v Heavyside, ibid.).

Further, the liability under section 160 is transitive: after inheriting another's tax liability under section 160, you can spread the misery should you subsequently transfer any property to a yet another party with whom you don't deal at arm's length. The CRA may now pursue that person under section 160 for your own section-160 liability.

Are Life-Insurance Beneficiaries Subject to Derivative Tax Liability Under Section 160?

We offer three arguments that section 160 doesn't apply to a beneficiary who receives proceeds from a tax debtor's life-insurance policy. First, a life-insurance payout isn't a "transfer" from the tax debtor. Second, Tax Court jurisprudence—while not expressly deciding the issue—strongly suggests that section 160 doesn't apply to a life-insurance beneficiary. Finally, the application of section 160 to a life-insurance beneficiary wouldn't further the rule's purpose.

To focus the analysis, we assume that the life-insurance policy's owner is the person whose life is insured, and that the life-insurance beneficiary is a party related to the policy owner. In other words, the relationship between the policy owner and the life-insurance beneficiary is such that, but for the points below, section 160 would otherwise apply.

The Owner of a Life-Insurance Policy Doesn't Transfer Property to the Policy Beneficiary

By taking out a life-insurance policy, the policy owner doesn't thereby transfer property to the life-insurance beneficiary.

A transfer of property requires that the transferor divest himself of the property and that the property vest in the transferee (Fasken Estate v Minister of National Revenue, [1948] Ex. CR 580, at para 12). This entails that "the transferee's patrimony actually receive the property in question, and that the transfer result in an enrichment. If the effect of the alleged transfer is neutral, the transferee will not be liable to the tax authorities [as a result of subsection 160(1)] (Lemire v the Queen, 2012 TCC 367, at para 36).

In other words, subsection 160(1) applies when the control, possession, use, and benefit of the property vests in the transferee. For instance, in both Woodland v the Queen and Wannan v Canada, a tax debtor's contribution of assets into a spouse's RRSP constituted a transfer to the spouse because, once in the RRSP, the assets were solely under the spouse's control and possession, and the spouse would benefit exclusively from any increase in the assets' value. Likewise, in the Queen v Livingston, the tax debtor deposited funds into a friend's bank account. The Federal Court of Appeal held that the deposit constituted a transfer to the friend because the bank account was solely under the friend's name and thus "permitted [the friend] to withdraw those funds herself anytime. The property transferred was the right to require the bank to release all the funds to the respondent." And again, in Gitelman v the Queen, the court concluded that subsection 160(1) applied where a tax debtor paid $10,000 to her son for his wedding expenses. The payment constituted a transfer to the son because the son personally benefitted from reduced wedding expenses.

A policy owner's life-insurance policy fails to comprise a "transfer" to the beneficiary. First, while the policy owner is divested of the funds that paid toward the premiums, these funds vest in the insurance company—a party with whom the policy owner normally deals at arm's length. Further, under most insurance contracts, the premium payments are non-refundable if the policy owner cancels the insurance policy or the insurance company voids the insurance contract. In addition, the policy owner's total premium payments to the insurance company may exceed or undershoot the amount of the death benefit. As a result, the amount of premiums ultimately paid by the policy owner is unrelated to the amount that the beneficiary shall receive upon the policy owner's death. In other words, it seems unlikely that the policy owner's premium payments could be construed as an indirect transfer to the beneficiary by way of funding the insurance proceeds.

In addition, the insurance proceeds don't vest in the beneficiary until the policy owner's death. Yet the transferor of those funds is not the policy owner but the insurance company. So, while the insurance payment to the beneficiary will indeed be a transfer of property, it won't be a transfer from the policy owner. That is, the insurance company will pay those funds directly to the plan's beneficiary.

Granted, one might rebut by drawing an analogy to the seemingly negative case law involving RRSP beneficiaries. In Kuchta v The Queen, for instance, a taxpayer was the beneficiary of her husband's RRSP. Upon her husband's death, the taxpayer received over $300,000 from his RRSP by virtue of her beneficiary designation. The Minister of National Revenue assessed the taxpayer under section 160 on the basis of her husband's income-tax debt. The taxpayer appealed the assessment. In dismissing the taxpayer's appeal, the court held that section 160 applied to the taxpayer's receipt of the proceeds from her late husband's RRSP.

But this result proves irrelevant in the context of a life-insurance payout. Unlike deposits into an RRSP, payments of life-insurance premiums are consideration for services rendered—that is, consideration under the terms of the insurance contract whereby the owner agrees to pay the premiums and the insurer promises to pay the death benefit to a beneficiary. Indeed, this is why the insurance premiums are non-refundable (beyond a statutory rescission period). Moreover, the premium payments need not coincide with the amount of the death benefit. By contrast, an RRSP is simply a tax-preferred savings or investment account. The RRSP holder contributes his own funds to the account for his own later use and benefit. The deposits are not consideration to a third party; they are the RRSP holder's own property. So, while the beneficiary of a deceased's RRSP inherits the deceased's property and thereby receives a transfer from the deceased, the beneficiary of life-insurance proceeds receives property that the deceased never owned. For that reason, cases like Kuchta should not apply in the context of a life-insurance payment to a policy beneficiary.

In summary, by taking out a life-insurance policy, the policy owner does not thereby transfer property to the beneficiary under that policy. His premium payments are transfers to a third party—in particular, the insurance company. Moreover, while the payment of the death benefit is a transfer to the beneficiary, it is not a transfer from the policy owner. Also, the application of section 160 to a beneficiary of an RRSP shouldn't extend to the beneficiary of a life-insurance policy. Unlike the beneficiary of an RRSP, the beneficiary of a life-insurance policy doesn't receive a property in which the policy owner would have had an ownership interest.

Tax Jurisprudence Presupposes that Section 160 Doesn't Apply to a Life-Insurance Beneficiary

Tax Court jurisprudence supports the contention that section 160 does not apply to a payout of life-insurance proceeds. In particular, while not expressly holding that section 160 does not apply to the beneficiary of a life-insurance death benefit, the court has presupposed this principle in at least two decisions.

First, in Nguyen v Canada, a taxpayer received proceeds as the beneficiary of her deceased husband's life insurance. The taxpayer directed her daughter to open a bank account through which the taxpayer intended to deposit and invest the life-insurance proceeds. Although the taxpayer intended to use the bank account solely for her personal investments, her daughter mistakenly opened the account under the name of the deceased's estate. Failing to notice the incorrect name on the bank account, the taxpayer proceeded to use the life-insurance funds to finance her investments. The CRA assessed the taxpayer under section 160. Her husband's estate had income-tax debt. And the CRA alleged that, because the taxpayer personally used funds from a bank account in the name of the estate, she had received a transfer from the estate and provided no consideration. The Tax Court held that section 160 did not apply. It found that the bank account was only mistakenly opened in the name of the estate. The money within the account was in fact solely that of the taxpayer. In rendering its decision, the court did not expressly hold that section 160 cannot apply to a life-insurance beneficiary. Yet the court's reasons suggest that, if the life-insurance proceeds had been paid into a bank account correctly naming the taxpayer as its owner, section 160 would unquestionably fail to apply:

  • We must first and foremost, in my opinion, determine whether, after the death of the insured, the proceeds of the insurance policies held by the late Hien Vohoang, who had not designated his "estate" as beneficiary, became part of the assets of his estate, so that the Minister was warranted in making the assessments in issue. In other words, the issue is whether the mere fact that a bank account was opened in the name of the estate and money was deposited to it make that money an asset of the estate. [...]
  • It is therefore clear that succession is simply a word that includes the transfer of rights and obligations of a deceased to his or her family members, and that the devolution takes place either by operation of law (succession ab intestat) or by will. Unless it is stipulated that the deceased's life insurance is payable "to my estate", the proceeds are not part of the estate and do not comprise a right that is part of the patrimony of the deceased, in this case the late Hien Vohoang.

In Higgins v The Queen, the Tax Court more strongly hinted that section 160 cannot apply to a life-insurance beneficiary. In Higgins, a taxpayer received death-benefit proceeds as the beneficiary of her deceased father's London Life plan, which had features of both a life-insurance policy and an investment fund. The CRA assessed a taxpayer under section 160 on the basis that she received funds from a plan belonging in the same category as an RRSP. The court disagreed. It found that the plan's "overarching feature was the life insurance component." It went on to reason that the Nguyen decision applied even more so on these facts—that is, unlike the taxpayer in Nguyen, the taxpayer in Higgins had no need to contend with a mislabeled bank account, nor did she administer her father's estate:

  • I find the decision in Nguyen is applicable to the within appeals. The amount paid to each appellant from that segregated fund constituted life insurance proceeds which were payable to each of them as a designated beneficiary and did not form assets of the Estate of the late Arthur W. Higgins. Unlike the circumstances in Nguyen, there were no indicia of any connection between the funds from that plan and the Estate of the late Arthur W. Higgins which had no assets, was not administered and, in relation to which, Kinnis specifically disavowed any legal status when dealing with various representatives of CRA.

Although the Nguyen court focused on whether funds belonged to an estate by virtue of the fact that they sat in a bank account in the estate's name, the court's reasoning presupposed that section 160 does not apply to one who receives life-insurance proceeds from an insurer. The Higgins decision comes even closer to announcing that section 160 fails to apply to a life-insurance beneficiary.

The Application of Section 160 to the Receipt of Life-Insurance Proceeds Doesn't Advance the Rule's Purpose

Finally, the application of section 160 to a beneficiary of a life-insurance policy goes against the purpose underlying the rule.

Section 160 aims to "preserve the value of the existing assets in the taxpayer for collection by the CRA" (Canada v. Livingston, 2008 FCA 89, at para 27). And it "prevents taxpayers from escaping their liability for tax, interest and penalties arising under the provisions of the Act by placing their exigible assets in the hands of relatives, or others with whom they are not at arms' length, and thus beyond the immediate reach of the tax collector" (Logiudice v. Canada, [1997] TCJ No 742 (QL), 97 DTC 1462, at para 16).

This suggests that section 160 should not capture a beneficiary who has received a death-benefit under a life-insurance policy. In particular, the insurance proceeds that would be payable to the life-insurance beneficiary don't come from—and thus don't undermine the value of—the policy owner's assets. As a result, the Canada Revenue Agency isn't prejudiced by the beneficiary designation: it probably couldn't ever have collected from the policy owner's assets an amount equal to that of the death benefit.

The CRA is also not prejudiced by the policy owner's payment of premiums. First, these funds go to an insurance company, which is typically a party with whom the policy owner deals at arm's length. This, in contrast to a transfer to a related party, makes it unlikely that the policy owner has artificially divested himself of assets to move them beyond the CRA's reach. Second, in exchange for these premiums, the insurance company has promised to pay a designated beneficiary an amount that presumably would otherwise come from the policy owner's estate. In other words, like section 160 itself, life insurance in principle serves to "preserve the value of the existing assets in the taxpayer for collection by the CRA".

Tax Tips – Avoiding Third-Party Income Tax Liability under Section 160

While the analysis in this article suggests that section 160 doesn't apply to a payout of life-insurance proceeds directly to the insurance beneficiary, the rule likely applies if those proceeds flow through the tax debtor's estate. The Nguyen and Higgens cases illustrate that, if a tax debtor designates his or her estate as the beneficiary of the life insurance and the estate pays the life-insurance proceeds to the deceased tax debtor's friends and relatives, the estate beneficiaries are vulnerable to tax liability under section 160. This is because a deceased tax debtor's estate will assume the deceased's income-tax debt, and, under the Income Tax Act, an estate and its beneficiaries don't deal at arm's length. So, if the life-insurance proceeds flow through the tax debtor's estate while the estate carries income-tax debt, a distribution will constitute a transfer to the estate's beneficiaries that is subject to section 160.

The same is true for the beneficiary of a deceased tax debtor's RRSP. For, as the Kuchta case illustrates, an RRSP is simply a tax-preferred savings or investment account. As an RRSP holder, you contribute your own funds to the account for your own later use and benefit. Unlike life-insurance premiums, deposits into an RRSP aren't consideration to a third party; they consist of your own money or investments. So, when you pass away, the designated beneficiary of your RRSP inherits your property and thereby receives a transfer—"indirectly or by any means whatever"—from you. So, if you have unpaid income-tax debt, the beneficiary of your RRSP is vulnerable to a third-party income tax assessment under section 160.

Consult one of our expert Canadian tax lawyers for advice on reducing your exposure to a tax assessment under section 160 if you believe that you may inherit or receive property from someone with income-tax debt.

If you receive a notice of assessment under section 160, you may challenge both the merits of the 160 assessment itself and the underlying tax debt of the transferor. Moreover, you may challenge the underlying tax debt even if the original tax debtor failed to challenge the tax debt, or he or she challenged the tax debt yet failed to lower the amount.

But you only have a limited amount of time to object to the section 160 assessment. If you don't exercise your appeal rights in time, you're personally stuck with this liability even if the original tax debtor goes bankrupt.

So, if you're assessed under section 160 because you obtained property or funds, speak with one of our experienced Canadian tax lawyers. We have a thorough understanding of this area of law, and we can ensure that your response to the Canada Revenue Agency is forceful, thorough, and cogent.

The information is thought to be current to date of posting. Income tax law changes frequently and content may no longer reflect the current state of the law. This document is not intended to create an attorney-client relationship. You should not act or rely on any information in this document without first seeking legal advice. This material is intended for general information purposes only and does not constitute legal advice. If you have any specific questions on any legal matter, you should consult a professional legal services provider.

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.

Contact the Author?
Click here to email the Author
In Association with
In Partnership with
Other Canada Advice Centres
Competition and Antitrust
Mergers and Acquisitions
Labour and Employment
More Advice Centers
Useful Resources
Forms available to download for income tax filing in Canada.
Hear David J. Rotfleisch discuss timely and highly topical tax matters during appearances and interviews with specialist publications.
Useful explanatory videos of income tax matters.
The following questions and answers are based on the proposed measures that were announced on December 7, 2015.
The official Government website of the CRA.
This guide is for any person who deals with the Canada Revenue Agency (CRA). The guide gives you information on the 16 rights set out in the Taxpayer Bill of Rights and explains what you can do if you believe that the CRA has not respected your rights.
The Office of the Taxpayers' Ombudsman (OTO) works to enhance the Canada Revenue Agency's (CRA) accountability in its service to, and treatment of, taxpayers and benefit recipients through independent and impartial reviews of service-related complaints and systemic issues.
Ontario personal income tax is an annual tax collected from individuals who are Ontario residents on the last day of the tax year or have income earned in Ontario for the tax year.
The following documents provide instructions for filing your 2015 income tax return.
If you earned income in B.C. or operated a Corporation with a permanent establishment in B.C. last year you need to file an income tax return. Find out when you need to file your income tax return, and if any tax credits or rebates apply to you.
Generally, a corporation must file an Alberta corporate income tax return (AT1) for each taxation year during which it has a permanent establishment in Alberta.
Tools
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please 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