Brazil: Tax Haven Jurisdictions - Haven Or Hell?

Last Updated: 8 January 2013
Article by Walter Stuber

I. Introduction

Although internationally adopted, the expression "tax haven" has not been used in the Brazilian applicable legislation. Brazilian regulatory authorities do not like offshore jurisdictions, considered as "tax havens", because they believe that these jurisdictions have been misused in general with the specific purpose of  (i) avoiding the payment of local taxes and/or (ii) not disclosing the identity of the true beneficiaries of the assets (which could be Brazilian residents pretending to be foreign investors just to avoid the reporting and other compliance requirements) and many times to facilitate transactions which would be regarded as questionable or illegal in the jurisdiction of domicile of the true beneficiaries. The fact is that the traditional offshore jurisdictions, the so-called "tax haven jurisdictions", have a bad image in many countries and not only in Brazil.

II. Definitions adopted in Brazil

Brazilian tax legislation contemplates the concept of "favored taxation country or dependency" (país ou dependência com tributação favorecida) instead of tax haven or fiscal paradise (paraíso fiscal), and also defines the expressions "privileged fiscal regime" (regime fiscal privilegiado) and "related party" (parte vinculada).

Favored taxation country or dependency means any country or dependency of a country that does not impose tax on income or, when imposes, it is a low-tax country, in which the applicable income tax rate is equivalent to any percentage varying between zero and 20% (maximum). This first definition is contained in article 24 of Law 9.430, of December 27, 1996, which introduced transfer pricing regulations in Brazil.

Privileged fiscal regime means any jurisdiction that met one or more of the following requirements:

  1. it does not tax income or where the maximum applicable tax income rate is below 20%;
  2. it grants fiscal advantages to a non-resident individual or legal entity:

    1. without requiring that substantial economic activity be made in the country or dependency; or
    2. conditioned to the non-exercise of substantial economic activity in the country or dependency;

  3. it does not tax the earnings obtained outside its territory or imposes a maximum applicable rate below 20% to such earnings;
  4. it does not permit access to information regarding the capital stock structure, ownership of assets or rights or to the economic transaction entered into between the parties.

All the above-mentioned percentages may be reduced or changed at any time by the Executive Branch.

This second definition is provided for in article 23 of Law No. 11.727, of June 23, 2008, which approved new wording for articles 24-A and 24-B of Law 9.430/96. Article 30 of Law 11.941/2009, clarified that it is not necessary to attend simultaneously and cumulatively all the requirements listed above and that it is sufficient to attend only one for a country or dependency to be treated as a privileged fiscal regime.

For corporate purposes, "related party" is defined by Law No. 6.404, of December 15, 1976, as subsequently amended (the Brazilian Corporation Law – BCL) and its meaning includes any individual or legal entity resident or domiciled abroad (outside Brazil) whose capital stock characterizes its controller or affiliate. For tax purposes, the definition of "related party" is contained in article 23 of Law No. 9.430/1996.

The terms "controller" and "affiliate" are defined by the BCL.

Affiliate (coligada) is a company in which the investor has a significant influence over it (article 243, § 1 of the BCL, as amended by Law No. 11.941, of May 27, 2009).

One company will have significant influence over another when it holds or exercises the power to participate in decisions on financial or operational policies of the affiliate (article 243, § 4 of the BCL, added by Law 11.941/2009).

Significant influence is presumed to exist when one company holds at least 20% of the voting stock of another, but does not control it (article 243, § 5 of the BCL, added by Law 11.941/2009).

Controlled company (controlada) is a company in which another company, known as the controller (controladora), either directly or through other controlled companies, has the rights of a partner in the first company which permanently grants to the controller prevalence in voting the first company´s corporate decisions and the power to elect the majority of its management (article 243, § 2 of the BCL).

The following entities will be deemed to be related to the Brazilian company, for tax purposes:

  1. the parent company, when domiciled abroad;
  2. an offshore branch (filial) or dependency (sucursal);
  3. any individual or legal entity resident or domiciled abroad who/which is its controller or affiliate, as defined by the BCL;
  4. any legal entity domiciled abroad which may be deemed as its controlled company or affiliate, pursuant to the BCL;
  5. any legal entity domiciled abroad when both such non-resident company and the Brazilian company are under the same corporate control or common administration or when at least 10% of the capital stock of each one belongs to the same individual or legal entity;
  6. any individual or legal entity resident or domiciled abroad who/which, jointly with the Brazilian company, holds an equity participation in a third company and the aggregate sum of the participations characterizes them as controllers or affiliates, as defined by the BCL;
  7. any individual or legal entity resident or domiciled abroad who/which is an associate of the Brazilian company in any undertaking through the formation of a consortium or condominium;
  8. any individual resident abroad who is a relative or collateral of any kind (relative in-law) up to the third degree, spouse or companion of any of the Brazilian company´s directors or of its direct or indirect controlling partner or shareholder;
  9. any individual or legal entity resident or domiciled abroad who/which is its exclusive agent, distributor or grantee (concessionário) for the purchase and sale of goods, services or rights; and
  10. any individual or legal entity resident or domiciled abroad to whom/which the Brazilian company is the exclusive agent, distributor or grantee for the purchase and sale of goods, services or rights.

Under Brazilian law the consortium and the condominium are not legal entities but different forms of joint ventures. The condominium is basically the common ownership of an asset which is governed by articles 1.314 to 1.358 of the Brazilian Civil Code (Law No. 10.406, of January 10, 2002). The consortium is a contract governed by articles 278 and 279 of the BCL and must be registered at the Commercial Registry of the place where its head office is located.

III. The Need to Identify the Ultimate Beneficial Owner

According to the current Brazilian law and regulations, the Brazilian representatives of foreign investors are required to identify the ultimate beneficial owner (the final client) owing responsible for every transaction carried out at the Brazilian financial and capital markets1.

Law No. 8,021 of April 12, 1990 expressly establishes that no payment or redemption regarding any security or investment shall be made out to any unidentified beneficiary and neither securities nor payments shall be issued or paid in bearer form. Therefore, the disclosing of the identity of the beneficiary is a legal mandatory requirement in Brazil. Furthermore, the BCL expressly states that shares and debentures must be issued in registered form.

IV. List of Favored Taxation and Privileged Fiscal Regimes Countries and Dependencies

On June 4, 2010, the Secretary of the Brazilian Federal Revenue Office (Receita Federal do Brasil – RFB) issued RFB Normative Instruction No. 1037, which contains an updated list of favored taxation countries. This list remains in full force and effect and is valid as of June 7, 2010, date of its publication in the Official Gazette of the Union (Diário Oficial da União – DOU).

For the purpose of this list (which is deemed to be a "black-list"), the Brazilian tax authorities included the countries or dependencies that, according to the Brazilian Government, do not impose tax on income or, in which the applicable income tax rate is equivalent to any percentage varying between zero and 20% (maximum), as well as whose national legislation does not allow access to the information regarding the capital stock structure or ownership of the legal entities organized under the laws of any such jurisdiction. The current list comprises the following jurisdictions: (i) Andorra; (ii) Anguilla; (iii) Antigua and Barbuda; (iv) Netherlands Antilles; (v) Aruba; (vi) Ascension Island; (vii) The Commonwealth of The Bahamas; (viii) Bahrein; (ix) Barbados. (x) Belize; (xi) The Bermuda Islands; (xii) Brunei; (xiii) Campione d`Italia; (xiv) Channel Islands (Alderney, Guernsey, Jersey and Sark); (xv) Cayman Islands; (xvi) Cyprus; (xvii) Singapore; (xviii) Cook Islands; (xix) Costa Rica; (xx) Djibouti; (xxi) Dominica; (xxii) United Arab Emirates; (xxiii) Gibraltar; (xxiv) Granada; (xxv) Hong Kong; (xxvi) Kiribati; (xxvii) Labuan; (xxviii) Lebanon; (xxix) Liberia; (xxx) Liechtenstein;; (xxxi) Macau; (xxxii) Madeira Island; (xxxiii) Maldives; (xxxiv) Isle of Man; (xxxv) Marshall Islands; (xxxvi) Mauritius Island; (xxxvii) Monaco; (xxxviii) Montserrat Island; (xxxix) Nauru; (xl) Niue Island; (xl) Norfolk Island (xlii) Panama; (xliii) Pitcairn Islands; (xliv) French Polynesia; (xlv) Qeshm Island; (xlvi) American Samoa; (xlvii) Eastern Samoa; (xlviii) San Marino; (xlix) Saint Helena Island; (l) Saint Lucia; (li) The Federation of Saint Kitts and Nevis; (lii) Saint-Pierre and Miquelon Island; (liii) Saint Vincent and the Grenadines; (liv) Seychelles; (lv) Solomon Islands; (lvi) The Kingdom of Swaziland; (lvii) Switzerland2; (lviii) The Sultanate of Oman; (lix) Tonga; (lx) Tristan da Cunha; (lxi) Turks and Caicos Islands; (lxii) Vanuatu; (lxiii) U.S. Virgin Islands; (lxiv) British Virgin Islands.

The main consequence is that the listed countries and dependencies are subject to a higher withholding income tax rate on the remittance abroad of capital gains and of the remuneration due for rendering of services, which is equivalent to 25%. For countries in jurisdictions which do not fall into this category, the applicable rate is only 15%3.

For the first time the RFB has identified the entities which are subject to the concept of "privileged fiscal regime" and must obey the Brazilian transfer pricing rules. These rules basically require the adjustment of the revenues and expenses in transactions entered into between related parties, when there is over-invoicing or under-invoicing related to import and export operations, in order to avoid that part of the profit of the Brazilian company that normally would be taxed in Brazil if the transaction was structured otherwise be transferred to another foreign company based in a favored taxation country or dependency or is deemed to be subject to a privileged fiscal regime with the sole and exclusive purpose of saving the corresponding Brazilian tax. The same principle also applies if the transaction involves an unrelated company, i.e. a foreign legal entity without any formal relationship with the Brazilian company, but is made with the same purpose (avoid the payment of the corresponding Brazilian tax).

In addition, Brazilian thin capitalization rules established by Provisional Measure No. 472, of December 15, 2009, transformed into Law No. 12,249, of June 11, 2010, must be duly observed. This means that in the case of intercompany loans between a foreign legal entity which is domiciled in a favored taxation country or dependency or is deemed to be subject to a privileged fiscal regime, as lender, and a Brazilian company, as borrower, the interest paid by the Brazilian borrower to the foreign lender will only be deductible for income tax purposes if the debt/equity ratio of the Brazilian borrower does not exceed 30% of its net worth value.

Therefore, under the current legislation, the foreign companies subject to a privileged fiscal regime are only adversely affected by the transfer pricing and thin capitalization rules outlined above, which also apply to the companies with head offices in favored taxation countries or dependencies.

V. Foreign Entities subject to Privileged Fiscal Regime in Brazil

According to the classification set forth by RFB Normative Instruction 1037/2010 the following entities are subject to privileged fiscal regime in Brazil4:

  1. in the case of Uruguay, the regime applied to the entities incorporated in the form of Sociedad Financiera de Inversion (SAFI), which is the Uruguayan Financial Service Corporation which existed until December 31, 2010;
  2. in the case of Denmark, the regime applied to the entities incorporated in the form of holding company (Danish Holding Company) which do not exercise any substantive economic activity;
  3. in the case of Netherlands (Holland), the regime applied to the entities incorporated in the form of holding company (Dutch Holding Company) which do not exercise any substantive economic activity5;
  4. in the case of Iceland, the regime applied to the entities incorporated in the form of International Trading Company (ITC);
  5. in the case of Hungary, the regime applied to the entities incorporated in the form of the offshore KFT, which is the acronym for Korlátolt Felelõsségû Társaság (the Hungarian Limited Liability Corporation);
  6. in the case of the United States of America, the regime applied to the entities incorporated in the form of Limited Liability Company (LLC) whose equity participation is formed by non-residents, which are not subject to the US federal income tax, such as Delaware, Nevada, Florida and other US states which adopt a similar regime;
  7. in the case of Spain, the regime applied to the entities incorporated in the form of Entidad de Tenencia de Valores Extranjeros (ETVE), which is the International Spanish Holding Company; and
  8. in the case of Malta, the regime applied to the entities incorporated in the form of International Trading Company (ITC) and International Holding Company (IHC).

Therefore, the Danish or Dutch Holding Companies which have a substantive economic activity do not fall into this category.

The latest list of favored taxation and privileged fiscal regimes countries and dependencies announced through RFB Normative Instruction 1037/2010, which included Switzerland as a favored taxation jurisdiction and the Dutch Holding Companies as privileged fiscal regime entities, disliked many people who did not agree with such classification!

For this reason, by means of RFB Normative Instruction No. 1045, of June 23, 2010, the Brazilian tax authorities decided to permit the affected offshore jurisdictions to apply for the request of the review of their classification as favored taxation or privileged fiscal regime country or dependency. This measure came into force on the following day (June 24, 2010), after its publication in the DOU.

The review request mentioned herein must be sent by the representative of the foreign government of the interested country or dependency and addressed to the RFB´s Secretary, together with proof of the content and effectiveness of the applicable tax legislation that justifies the review of the corresponding classification. It can be received with suspensive effect at the discretion of the RFB´s Secretary. Both the granting of the suspensive effect and the result of the analysis of the review request shall be formalized by means of an Executive Declaratory Act (Ato Declaratório Executivo – ADE) issued by the RFB´s Secretary and published in the DOU.

Based on RFB Normative Instruction 1045/2010, Switzerland and Netherlands already decided to use this prerogative. The Danish Government requested the review of the status of the Dutch Holding Companies, for the purpose of being excluded of the privileged fiscal regime status, and the effect was suspended by means of ADE No. 10, of June 24, 2010. The Swiss Government also requested the review two exclude Switzerland of the status of favored taxation country and the effect was suspended by means of ADE No. 11, of June 24, 2010. Both acts have been published in the DOU of June 25, 2010 and remain in full force and effect.

It should be noted, however, that this suspension is only temporary and its effectiveness will cease at any time, if and when the RFB concludes that the challenged classification should be maintained and denies the review request. For this reason, to avoid any undesired surprises, it is advisable to wait to structure any transaction originated from Switzerland or having as a vehicle a Dutch Holding Company with no substantive economic activity, until this matter is finally defined by the Brazilian tax authorities.

VI. Conclusion

It is important to bear in mind that the list and classification contained in RFB Normative Instruction 1037/2010 can be reviewed by RFB at any time for the purpose of including other jurisdictions either as a favored taxation country or dependency and/or in the category of privileged fiscal regime, at the discretion of the Brazilian Government.

The current rules aim to reduce and close almost all the tax planning structures and alternatives envisaged by creative business lawyers based on offshore vehicles.

Therefore, when structuring an investment in Brazil through an offshore jurisdiction deemed to be "tax haven", the investor should take into account all the adverse consequences that may arise as a result of this decision because many times the apparent "tax haven" may become a true "tax hell"!

Footnotes

1. This is an extremely relevant aspect that needs to be considered. As part of this requirement, client due diligence processes (CDD process) conducted by custodial services providers and brokerage houses will have to disclose the identity of the ultimate beneficial owner. This means that when securities are involved, this identification must be made at the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange (BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros - BVMF)´s trading system, and the assets will be held under an individual account in the BVMF Central Depositary. Brazil is an Ultimate Beneficial Owner market. Furthermore, this requirement is emphasized by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM). CVM Instruction No. 387, of April 28, 2003, that establishes standards and procedures to be followed in the securities and exchange transactions on the floor and in electronic trading and registration systems in the stock exchange and in the future and commodities exchange and other provisions, also sets forth that the brokerage houses must keep records of their clients and provide the exchanges and the clearinghouses with accurate client data to allow the clients´ perfect identification and qualification. In addition, CVM Instruction No. 325, of January 27, 2000, as amended by CVM Instruction No. 419, of Mary 2, 2005, that contains the registration procedures of non-resident investors regulated by Resolution No. 2,689, of January 26, 2000 issued by the Brazilian Monetary Council (Conselho Monetário Nacional –CMN), determine that the same rules about identification be applied for foreign investors.

2. As further explained in this article, the inclusion of Switzerland in the list was temporarily suspended by the RFB´s Secretary by means of Executive Declaratory Act No.11, of June 24, 2010.

3. The same rates are valid in the case of payment of interest on net equity (juros sobre capital próprio) for both situations. The tax exemption applied to income earned in Brazilian Private Equity Funds (Fundos de Investimento em Participação – FIPs) is not applicable. Furthermore, the current applicable taxation rules for investments in the Brazilian financial and capital markets must also be observed. In the case of foreign investors, these rules may be summarized as indicated herein. There is an income tax withheld at source at the following: (i) for stocks, futures and listed options, public securities: zero rate; (ii) for funds and over-the-counter (OTC) derivatives: 10%; and (iii) for interest and capital earnings: 15%. Only for investors with head offices in favored taxation countries or dependencies, the applicable tax rate is established by the same rules applied to Brazilian residents, as follows: (a) period of up to 180 days: 22.5%; (b) period from 181 days up to 360 days: 20.0%; (c) period from 361 days up to 720 days: 17.5%; and (d) period above 721 days: 15%.

4. In the case of Luxembourg, the privileged fiscal regime applied to the entities incorporated in the form of holding company (Luxembourg Holding Company) was revoked by RFB Executive Declaratory Act No. 3, of March 25, 2011, as a result of the termination of this vehicle.

5. As further explained in this article, the inclusion of the Dutch Holding Companies with no substantive economic activity has been suspended by the RFB´s Secretary by means of Executive Declaratory Act No. 10, of June 24, 2010.

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
Walter Stuber
Similar Articles
Relevancy Powered by MondaqAI
Walter Stuber Consultoria Jurídica
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Walter Stuber Consultoria Jurídica
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