Canada: Abuse Of Dominance: Canada Pipe Wins Contested Abuse Of Dominance Case Involving Loyalty Rebate Programme

The Competition Tribunal recently released its long-awaited decision in the contested abuse of dominance and exclusive dealing case brought by the Commissioner of Competition against Canada Pipe Co Ltd, a Canadian manufacturer of cast iron drain, waste and vent ("DWV") products. The Tribunal found in favour of Canada Pipe and dismissed the Commissionerís case in its entirety.

In Canada Pipe, the Commissioner had alleged that the loyalty-based rebate programme operated by Canada Pipeís Bibby Ste-Croix division (referred to as the "stocking distributor program" or "SDP") contravened the abuse of dominance and exclusive dealing provisions found in sections 79 and 77 of the Competition Act ("the Act").

The SDP offers distributors point-of-purchase discounts as well as quarterly and annual rebates if they buy all their cast iron DWV product needs from Canada Pipe. The Commissioner had also alleged that Canada Pipe abused its dominant position by acquiring competitors or their inventory. In her notice of application, the Commissioner sought an order from the Tribunal requiring Canada Pipe to abandon its SDP and preventing Canada Pipe from completing any acquisitions in the Canadian cast iron DWV industry for a period of three years.

The Tribunal refused to order any of the requested relief on the basis that the Commissioner failed to show that:

  1. the practices in question were anticompetitive, and
  2. the practices had resulted in a substantial prevention or lessening of competition.

The Tribunalís effects-driven analysis in Canada Pipe highlights the differences in both the legislative and the judicial approaches to abuse of dominance and loyalty rebates in Canada and the EU. This article provides an overview of the Tribunalís decision and briefly contrasts its analysis with the approach to loyalty rebates adopted by the European Commission and entrenched in the case law of the European Court of Justice and Court of First Instance.

A. Overview of the Canada Pipe decision Ė abuse of dominance in Canada

Under section 79 of the Act, the Commissioner may apply to the Tribunal for injunctive-style relief where she can demonstrate that a respondent:

  1. enjoys a dominant market position (i.e. possesses market power) and
  2. has engaged in a practice of anticompetitive acts,
  3. resulting in a substantial lessening or prevention of competition.

The third arm of the test under section 79 clearly distinguishes Canadian abuse of dominance legislation from its EU counterpart. Whereas article 82 EC contains no explicit effects test, section 79 requires the anticompetitive acts in question to have the effect of substantially preventing or lessening competition.

Thus, in the Canada Pipe case, there were three main questions to be decided by the Tribunal:

  • Does Canada Pipe have market power?
  • Did Canada Pipeís SDP and/or acquisitions in the DWV industry constitute a practice of anticompetitive acts?
  • Did the alleged anticompetitive acts result in a substantial lessening or prevention of competition?

The Commissioner failed to produce sufficient evidence on the second and third issues. While the Tribunal concluded that Canada Pipe has market power, neither the SDP nor Canada Pipeís acquisitions were held to constitute a practice of anticompetitive acts or to result in a substantial lessening or prevention of competition.

Market power

One of the most notable aspects of this case was the Commissionerís novel approach to assessing market power. In contrast to the approach followed by the Tribunal in previous abuse of dominance cases, as well as by the Competition Bureau in its own Abuse of Dominance Guidelines, the Commissioner argued that "direct evidence" of Canada Pipeís alleged market power made it unnecessary to define the relevant market.

The Commissionerís "direct evidence" of market power included margin and pricing analysis provided by its economic expert, who argued that Canada Pipeís "high" margins and "supra-competitive" prices in certain regions of Canada relative to others were indicative of Canada Pipeís market power.

(i) Market definition: Canada Pipe argued that the relevant product market should include DWV products made from all materials, including plastic, copper, asbestos-cement and cast iron.

Interestingly, the Commissioner argued that the direct evidence of Canada Pipeís market power with respect to its cast iron products obviated the need to conduct a separate market definition analysis. The Commissioner nevertheless argued that the evidence was indicative of a product market limited to cast iron DWV products, with pipe, fittings and couplings each representing a separate market.

In its reasons, the Tribunal followed the approach taken in all previous Canadian abuse of dominance cases and began by defining the relevant product and geographic markets.

The key market definition issue to be decided by the Tribunal was whether the relevant product market included DWV products made from materials other than cast iron. In this regard, the Tribunal acknowledged that Canada Pipe competes with DWV products manufactured from plastic and other materials and that "plastic may eventually replace cast iron."

Nonetheless, the Tribunal concluded that, because cast iron DWV products have distinct physical characteristics and are preferred in certain DWV applications, these products form a separate product market. The Tribunal also referred to evidence suggesting that some industry participants considered cast iron DWV products to be distinct products.

The Tribunal concluded that the relationship between the prices of cast iron and plastic DWV products is an important indicator of market definition. On this point, the Tribunal stated that Canada Pipe had not led evidence to suggest that the prices of plastic DWV products had disciplined the prices of the cast iron products.

The Tribunalís reasoning on this point is noteworthy for two reasons. First, it may suggest that, where there is evidence of a divergence in the price of alternative products, a respondent bears the burden of proving the wider product market and that pricing evidence will be afforded more weight than anecdotal evidence of competition when considering whether two products are in the same product market.

Second, the Tribunalís approach appears to imply that products must be substitutable across the full range of end uses in order to be within the same product market. However, in the absence of an ability to price-discriminate against customers buying for such specialised applications, such a position would appear to be inconsistent with previous Canadian and US case law on this point.

With respect to the relevant geographic market, the Tribunal relied heavily on the variations in prices between different regions across Canada to find that there were six separate geographic markets within Canada. These six geographic regions were drawn directly from Canada Pipeís pricing lists as Canada Pipe maintained six different pricing "zones." Despite acknowledging the significant presence of imports from Asia, the Tribunal concluded that these imports were not sufficient to expand the geographic market beyond Canada.

(ii) Tribunalís findings on market power: In its analysis of market power, the Tribunal considered indirect indicators, such as market share and barriers to entry, as well as the Commissionerís arguments concerning direct evidence of alleged market power, i.e. the margin and pricing analysis supplied by the Commissionerís economic expert.

As part of its indirect analysis of market power, the Tribunal considered Canada Pipeís market shares and the barriers to entry in the cast iron DWV industry as a whole. Having found that the relevant product market includes DWV products made only from cast iron, the Tribunal held that Canada Pipeís market shares in the various regions were between 80% and 90%.

On the topic of barriers to entry, the Tribunal held that the evidence was insufficient for it to draw any conclusions. However, the Tribunal specifically rejected the Commissionerís argument that the SDP is itself a barrier to entry, noting that actual entry in the cast iron DWV market provided a "powerful counter-argument to [the Commissionerís expert] Dr Rossís contention that barriers to entry are preventing new entry."

Despite an acknowledgment of significant entry into cast iron DWV products, including the first domestic manufacturer in more than 30 years, the Tribunal appeared to fall back on Canada Pipeís market shares as somehow indicative of barriers to entry. As part of its conclusions, the Tribunal stated that "entry is limited as shown by Canada Pipe maintaining a considerable market share."

It is surprising to see the Tribunal fall back on market shares as indicative of some form of barrier to entry and, implicitly, market power, especially given the widely acknowledged principle that market power requires the presence of barriers to entry and not simply high market shares. Furthermore, given that the cast iron industry was acknowledged to be declining, the limited entry referred to by the Tribunal may be unrelated to the presence of barriers to entry.

With respect to the Commissionerís "direct evidence" of alleged market power, the Tribunal noted that the Commissionerís expert analysis was incomplete on certain critical points. For instance, the Tribunal noted that the Commissioner had failed to offer a competitive benchmark for its allegations of "high" prices and margins, and rejected the Commissionerís contention that the price of imported cast iron products should be such a benchmark.

Despite noting these shortcomings in the direct market power analysis, the Tribunal nonetheless accepted the Commissionerís argument that Canada Pipeís ability to lower its prices in response to competition is indicative of supracompetitive pricing. On the basis of this evidence of supracompetitive pricing, together with Canada Pipeís market shares, the Tribunal concluded that Canada Pipe possesses market power in all the relevant markets.

2. Alleged anticompetitive acts

(i) "Stocking distributor program": The focus of the Bureauís case against Canada Pipe was its loyalty-based rebate programme, the SDP. Similar to the argument made in many EU abuse of dominance cases, the Commissioner alleged that the SDP is anticompetitive because it "locks in" distributors, and thus forecloses distribution channels to Canada Pipeís competitors.

In evaluating whether the SDP constitutes a practice of anticompetitive acts, the Tribunal considered the specific terms of the SDP, its business justification, its impact on Canada Pipeís competitors and the costs to customers of leaving the SDP.

After reviewing all these factors, the Tribunal held that the Commissioner had "failed to establish that the SDP is a practice of anticompetitive acts." The following are the key aspects of this finding:

  • The Tribunal concluded that the "most striking argument" against the alleged anticompetitive effect of the SDP is the fact that it has not prevented entry or competition in certain regions. The Tribunal pointed to the fact that, since the implementation of the SDP in 1998, there have been increased imports as well as the establishment of the first new domestic manufacturer of cast iron DWV products in 30 years.
  • The Tribunal also found that the SDPís terms are transparent and well known, distributors are not contractually bound to stay on the SDP for any length of time, and the greatest savings to distributors come from the discounts applied at the point-of-purchase rather than from the quarterly or annual rebates. The Tribunal also pointed to the fact that distributors are free to terminate their participation in the SDP without losing any rebates at the beginning of the calendar year, and can review their participation at the beginning of any quarter, without jeopardising accrued quarterly rebates or point-of-sale discounts. Annual rebates, by contrast, are relatively small.
  • With respect to the business justification for the SDP, the Tribunal accepted Canada Pipeís explanation that the SDP is necessary to maintain a sufficient manufacturing volume of a full line of DWV products, thus allowing Canada Pipe "to maintain in inventory smaller, less profitable but nevertheless important products." The Tribunal recognised that maintaining these less popular items ultimately benefits consumers.
  • The Tribunal accepted the analysis provided by Canada Pipeís economic expert, Dr Roger Ware, on the key topic of switching costs. Dr Wareís evidence showed that the costs incurred by customers wishing to leave the SDP are zero at the end of each calendar year and remain low throughout the rest of the year. These low switching costs allow Canada Pipeís competitors to entice Canada Pipeís customers to leave the SDP.

It is clear from these findings that the Tribunalís analysis of whether the SDP was an anticompetitive act focused largely on the effect of the SDP on Canada Pipeís customers rather than its competitors. While the Tribunal did not dismiss the importance of considering the impact of the SDP on competitors, it did not find the competitor complaints in this case to be credible. In contrast, perhaps because the programmes reviewed have involved significantly more onerous contracts, and thus higher associated switching costs, recent EU cases have focused on the impact on competitors rather than the effect on customers of such programmes.

(ii) Acquisitions and covenants: The Commissioner also alleged that the "pattern" of acquisitions by Canada Pipe and its use of restrictive covenants are anticompetitive and part of a strategy to eliminate competition. The Commissioner took this position despite the fact that:

  1. all the acquisitions in question were completed more than three years before the filing of the Commissionerís application, and
  2. the Bureau reviewed two of the acquisitions at the time that they were completed.

However, the Tribunal rejected the Commissionerís arguments on three grounds.

First, it held that the three-year limitation period in section 79(6) of the Act applied and prevented any further review of these acquisitions. The Tribunal thereby rejected the Commissionerís arguments that the limitation period would not begin to run until all the restrictive covenants had expired. Second, it stated that the acquisitions "can be seen as a rational move" and are indicative of the consolidation that occurs in a "harvest market" in a mature industry, such as the cast iron DWV industry. Finally, the Tribunal held that Canada Pipeís non-compete covenants are a normal part of business and were not shown to be unreasonable.

3. Substantial lessening or prevention of competition

Once the Tribunal had concluded that the SDP did not constitute a practice of anticompetitive acts, it did not need to consider the third branch of the test under section 79. However, in the event that it had erred in its assessment concerning anticompetitive acts, the Tribunal went on to consider whether the SDP had resulted in a substantial lessening or prevention of competition.

On this point, the Tribunal found that the Commissioner had failed to discharge her burden of establishing that there had been a substantial lessening or prevention of competition in any of the 18 separate markets (i.e. six geographic markets and three product markets).

In dismissing the Commissionerís arguments on this aspect of the case, the Tribunal once again considered the actual impact of the SDP on the marketplace. The Tribunal pointed to the "significant evidence of competitive pricing, notwithstanding the SDP" and noted the effective entry by domestic suppliers and importers of cast iron DWV products.

The Tribunal also noted that the Commissioner did not present any historical data that would have allowed it to measure the state of competition before and after the SDP came into effect. Thus, the Tribunal concluded that there was insufficient evidence to find that the SDP was responsible for any potential substantial lessening or prevention of competition.

It is in this third requirement to demonstrate the effects of the anticompetitive acts in question that Canadian law diverges from EU law on abuse of dominance. Under EU legislation, this third element is not required.

In our view, the requirement for the practice in question to have had an effect on competition is an important element of abuse of dominance. Without it, there is a significant risk that aggressive but legitimate competition will be unnecessarily curtailed.

B. Exclusive dealing

The Tribunal concluded that the SDP should be considered de facto exclusive dealing because it provided an inducement to exclusivity, even though it did not require exclusivity as a condition of supply.

Nonetheless, the Tribunal rejected the Commissionerís arguments on the exclusive dealing provisions on the same reasoning provided in its analysis of the abuse of dominance allegations. The Tribunal concluded that the Commissioner had failed to establish that the SDP had substantially lessened competition. It dismissed the Commissionerís application under this section.

C. Contrast with the EU

The decision in Canada Pipe can be contrasted with many of the decisions dealing with rebate programmes, or "fidelity rebates" in the EU. Clearly, the result in Canada Pipe illustrates the stark difference not only in the underlying legislation in each jurisdiction, but also in the approaches to considering whether rebate programmes are an abuse of dominance or anticompetitive.

In contrast to the effects-driven analysis in Canada Pipe, the case law in the EU has not focused on the actual effects of such programmes. In the EU, the courts have treated loyalty rebate programmes offered by dominant players as virtually per se illegal as they are presumed to foreclose a substantial part of the market to competitors.

As the Court of First Instance said in Michelin II (Case T- 203/01), in order to establish an infringement of article 82 it is sufficient that "the abusive conduct of the undertaking in a dominant position tends to restrict competition or, in other words, that the conduct is capable of having that effect" (para 239).

Thus, the threshold for finding that an act is "anticompetitive" in the EU is lower as there need not be any demonstration of actual harm. It is sufficient that the conduct in question have an anticompetitive intent. As the CFI stated in Michelin II:

If it is shown that the object pursued by the conduct of an undertaking in a dominant position is to limit competition, that conduct will also be liable to have such an effect (para 241).

In contrast to the decision in Canada Pipe, the EU cases have engaged in very little analysis of the actual harm to competitors. As demonstrated in a number of EU decisions, the harm to competitors from such conduct is implicit.

For example, in Virgin/British Airways, the Commission acknowledged that BAís competitors had been able to gain market share from BA while the programme in question had been in operation. Nonetheless it stated:

This cannot indicate that these schemes have had no effect. It can only be assumed that competitors would have had more success in the absence of these abusive commission schemes (para 107).

In contrast, in Canada Pipe, the Tribunal looked for evidence to link the difficulties experienced by Canada Pipeís competitors to the SDP. In the absence of such evidence, the Tribunal declined to hold that the SDP was anticompetitive or had resulted in a substantial lessening of competition.

The EUís treatment of loyalty rebates by dominant players has been criticised for many reasons. Firstly, it assumes that any potential negative effect on any competitor (including an ineffective competitor) is necessarily anticompetitive. However, such reasoning fails to recognise that even healthy competition can have a negative effect on competitors.

In contrast, the Canadian Competition Tribunal has acknowledged that a detrimental effect on competitors may nonetheless result in a benefit to consumers and may not result in an overall substantial lessening or prevention of competition. In Canada Pipe, the Tribunal recognised that, while Canada Pipeís SDP has had an effect on competitors and even perhaps on competition, the SDP has not caused a substantial lessening or prevention of competition and, thus, should not be discouraged.

Again, in another contrast to the Canadian approach to loyalty-based rebate programmes, business justifications are not given much consideration in EU case law. In fact, any possible business justification for a rebate programme offered by a dominant firm has been viewed as incapable of curing the overriding harm to consumer choice (e.g. Hoffman-LaRoche & Co v Commission, at para 90). However, in Canada Pipe, the Tribunal recognised that there may, in fact, be a business justification for such programmes that may benefit the buyers themselves and, thus, should not be viewed as anticompetitive.

The Canada Pipe decision also leaves open the possibility that, rather than representing a lack of choice, customers choose to participate in such programmes. Buyers may not see loyalty rebate programmes as an unwarranted restriction on choice, but as a choice that they are free to exercise and, if so, earn the applicable rebates.

The decision in Canada Pipe contributes to the ongoing debate concerning the antitrust treatment of loyalty-based discount programmes by dominant players. As case law internationally continues to develop and evolve in this area, it is not surprising that different jurisdictions will apply different approaches and considerations. These different approaches should perhaps be kept in mind as the EU grapples with revising its approach to the scope and application of article 82 in the near future.

References

Commissioner of Competition v Canada Pipe Co Ltd, Competition Tribunal, judgment 3 February 2005 www.ct-tc.gc.ca/english/CaseDetails.asp?x=68&CaseID=163

Competition Bureau, Enforcement Guidelines on the Abuse of Dominance Provisions (Ottawa: Competition Bureau, 2001) competition.ic.gc.ca/epic/internet/incb-bc.nsf/en/h-ct01258e.html

Case T-203/01, Michelin v Commission, judgment 30 September 2003 europa.eu.int/jurisp/cgi-bin/gettext.pl?lang=en&num=79969069 T19010203&doc=T&ouvert=T&seance=ARRET&where=()

Case 85/76, Hoffman-La Roche & Co v Commission [1979] ECR 461

Virgin/British Airways, Commission Decision 2000/74/EC of 14 July 1999 (OJ 2000 L30/1)

Effects and inherent effects under article 82: Michelin 2 and Van den Bergh Foods, by Brian Sher and Annukka Ojala, CLI December 2003, p.7

On 7 March, the Competition Bureau announced that it has appealed the Tribunalís judgment in Canada Pipe. It questions the test applied to Canada Pipeís SDP and the assessment of the SDPís impact on the relevant markets.

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
Mark C. Katz
 
In association with
Related Topics
 
Related Articles
 
Related Video
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 youíve 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 Mondaqís 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 Contributorís 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.

Mondaqís 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 Mondaqís 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 Mondaqís 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