Cayman Islands: Cayman Island Fund Management

Last Updated: 9 June 2014
Article by George Schizas

The Cayman Islands Government as a result of ongoing discussions with the U.K. Foreign and Commonwealth Office have developed new regulatory requirements and fee increases for the Cayman Islands financial industry. However, for the first time they have proposed an extraterritorial regulatory regime for foreign administrators to Cayman Islands funds.

The Mutual Funds Law was introduced to the Cayman Islands on 26 July 1993 and has been consolidated and revised in the Mutual Funds Law (2009 Revision) (as amended) ("MFL"). The MFL regulates all hedge funds falling within the definition of a "mutual fund" (as defined below as supplemented by the Mutual Funds (Amendment) Law, 2011) established in or operating from the Cayman Islands, and those who administer mutual funds in or from the Cayman Islands. Furthermore, the MFL regulates certain 'master funds' which are also mutual funds established in or operating from the Cayman Islands, with at least two investors, at least one of which is a regulated mutual fund.

With one exception, the MFL requires all mutual funds (note that this term does not include closed ended funds) to be regulated. The exception is for a mutual fund in which the equity interests are held by not more than fifteen investors, the majority of whom are capable of appointing or removing the operator of the fund (eg the Directors in the case of a corporate mutual fund) (the "Exception"). A mutual fund of this type escapes regulation altogether. The Exception does not apply to master funds, which, typically have one or more 'Feeder Funds' as investors.

Structure

A Cayman hedge fund can be organised as a limited partnership, a unit trust or a company (either an exempted company or a Segregated Portfolio Company as described below).

While a Cayman company is the vehicle most commonly used for new hedge funds, the location of the investors the fund hopes to attract may have a bearing on the ultimate structure of the fund. For example, managers looking to raise money from Asian-based investors would be advised to consider using a unit trust structure as this product is particularly popular and tax efficient for Asian investors.

Managers looking to attract US-based investors will often be advised by US counsel to set up a master/feeder structure. A typical master feeder structure will have: an onshore feeder fund through which US taxable investors can enter the fund; an offshore feeder fund, generally based in the Cayman Islands, through which non-US and US tax-exempt investors can enter the fund; and a master fund through which all trading activity is carried out which will usually also be a Cayman vehicle. Because the onshore feeder fund is typically organised as a limited partnership (generally in Delaware) some US counsel prefer to mirror this structure by using a Cayman limited partnership for the master fund and/or the offshore feeder fund.

A manager looking to establish an "umbrella" fund may wish to use a Segregated Portfolio Company ("SPC") as the fund vehicle. An SPC fund can create sub-funds in the form of individual segregated portfolios, the assets and liabilities of which are legally segregated from the assets and liabilities of the other segregated portfolios. The sub-funds are not individually regulated meaning new, legally segregated, sub-funds can be created within the umbrella fund for a fraction of the cost of setting up an entirely new hedge fund.

Regulation and Compliance

The Cayman Islands investment funds industry is governed by the Mutual Funds Law (as revised) (the "Mutual Funds Law"). Oversight falls to the Cayman Islands Monetary Authority ("CIMA").

The Mutual Funds Law applies to companies, unit trusts and partnerships that issue "equity interests" for the purpose of pooling investment funds. It is important to note that the definition of "equity interest" excludes investment funds that are closed ended (i.e., funds that do not offer investors the right to redeem their investment). Managers that do not wish to grant redemption rights to their investors can therefore save considerable time and cost by using a closed-ended structure which will fall outside the scope of the Mutual Funds Law. It is also important to note that the definition of "equity interest" excludes funds that exclusively issue debt instruments such as bonds or notes.

Set Up Process

Once the structure of the hedge fund has been determined, the fund's legal counsel will draft the main offering circular and constitutional documents. In the case of a corporate structure the main constitutional documents of the fund will be the memorandum and articles of association; in respect of a unit trust this will take the form of a declaration of trust and for limited partnership structures it will be in the form of a limited partnership agreement. These documents will normally go through a number of drafts before being finalised.

Ancillary documents include the subscription agreement, redemption request form, and agreements with the various service providers including the fund manager and advisor. These will either be drafted by the fund's legal counsel or provided by the relevant service provider.

Once the fund documentation is in order the fund's legal counsel will form the fund vehicle either by incorporating the company, or registering the partnership or trust.

Once the fund vehicle has been formed or registered the fund's legal counsel will, if required, file an application with CIMA to have the fund registered or licensed. Assuming the documents are in good order CIMA will normally approve applications within 10 working days, at which time the fund can begin taking subscriptions, issuing equity interests and implementing its investment objective

Categories of funds regulated under the Law

  • the licensed fund
  • the administered fund
  • the registered fund

Types Of Investment Fund Structures

The Cayman Islands has company, trust, partnership and related laws which allow a high degree of flexibility for establishing investment funds. The three vehicles commonly used for operating investment funds are the exempted company, the unit trust and the exempted limited partnership.

The exempted company may redeem or purchase its own shares and may therefore operate as an open‐ended corporate fund. Close‐ended corporate funds can also be established using the exempted company, and it is a relatively straightforward procedure to convert from one to the other. The Companies Law also allows re‐domiciling of companies and corporate reconstruction so that fund mergers are easily facilitated.

The unit trust is usually established under a trust deed with the investors interests held as trust units.

The exempted limited partnership provides a second unincorporated vehicle and it can be formed as easily as the exempted company or the unit trust.

The Cayman Islands Mutual Funds Law provides for the regulation of mutual funds by the Cayman Islands Monetary Authority. In this Law, a mutual fund is defined as "any company, trust or partnership either incorporated or established in the Cayman Islands, or outside the Cayman Islands, which issues equity interest redeemable or repurchased at the option of the investor, the purpose of which is the pooling of investors funds with the aim of spreading investment risk and enabling investors to receive profits or gains from investments

Exempted Funds

The Law permits one category of funds to carry on or attempt to carry on business in or from the Cayman Islands without any filing whatsoever with the Monetary Authority. This exempt status is available only to those funds in which the equity interests are held by not more than 15 investors, the majority in number of whom are capable of appointing or removing the trustees of a unit trust mutual fund, the general partners of a limited partnership mutual fund or the directors of a corporate mutual fund, as the case may be. Note that, in order to meet this requirement, the power to appoint and remove directors etc. must be vested in a majority in number of the investors, rather than a majority in terms of the value of equity interests. Funds which are structured so that the investors are issued with a class of shares which carry participation rights but which do not carry voting rights will not qualify as Exempted Funds.

In considering whether or not a particular fund qualifies as an Exempted Fund, it should be borne in mind that the Law defines "investor" to mean the legal holder of the equity interest in a fund and does not "look through" to the beneficial or indirect owners. Despite the exempt status of such funds under the Law, all law firms, banks, trust companies, fund administrators and other service providers in the Cayman Islands have a responsibility under the Proceeds of Criminal Conduct Law (Revised) (the "PCCL") to make suitable inquiries before providing services to any client in order to prevent their services being used in connection with the proceeds of criminal conduct. The PCCL contains provisions for such service providers to report any suspicious activity to the relevant authority.

Administered Funds

A mutual fund having more than fifteen investors and not being a licensed or registered mutual fund will be an administered mutual fund (an "Administered Fund") if its principal office in the Cayman Islands is provided by a licensed mutual funds administrator. In accepting an engagement to provide the principal office of an Administered, Registered or Licensed Fund (a fund of any such category, a "Regulated Fund"), an Administrator is required to satisfy itself, and make a declaration to the Monetary Authority, that (a) each promoter of the Regulated Fund is of sound reputation, (b) the administration of the Regulated Fund will be undertaken by persons who are of sound reputation and have sufficient expertise to administer the Regulated Fund, and (c) the Regulated Fund's business and any offer of equity interests in it will be carried out in a proper way. This declaration must be filed with the Monetary Authority (on Forms MF2 and MF2A) as soon as the Administrator starts to provide its principal office, along with the following documentation:'

  • the fund's current offering document or the latest draft; a letter of consent from an approved Cayman Islands auditor indicating the name of the fund, the date of the financial statements, and the accounting principles to be used, and including a statement that the auditor is aware of and agrees to fulfil his obligations pursuant to section 34 of the Law (the "section 34 statement");
  • a letter of consent from its administrator indicating the name of the fund and giving a summary of the services to be provided. Please note however, that if the fund decides to appoint a separate net asset value calculation agent (other than the administrator) the Monetary Authority will require a similar consent letter to be prepared and filed by such entity on behalf of the fund;
  • where applicable, a certified copy of the certificate of incorporation or registration issued by the Registrar of Companies or evidence of registration or establishment of a partnership or a unit trust; and
  • the first annual Administered Fund's fee of US $3,048.78 (CI $2,500.00).

Administered Funds are therefore to be contrasted with Licensed Funds in that the Administrator has a statutory duty to conduct suitable inquiries to satisfy itself of the probity of the promoters, administration and business of the Administered Fund whereas, in the case of a Licensed Fund, this responsibility is vested directly in the Monetary Authority. To this extent, the regulatory regime is characterized by the principle of private sector self‐regulation although, as described below, the Monetary Authority retains comprehensive powers to intervene where appropriate.

The principle of private sector self‐regulation is further expressed in the duty of the Administrator to notify the Monetary Authority immediately if it should become aware, or have reason to believe, that an Administered Fund (or a promoter, trustee, general partner or director of such an Administered Fund) is or is likely to become insolvent, or is carrying on business unlawfully or in any manner that is or is likely to be prejudicial to its investors or creditors. There is every reason to believe the legislature's apparent faith in the ability of the mutual fund administration industry in the Cayman Islands to assist in the regulation of mutual funds is well founded.

Registered Funds

As a further alternative to obtaining a mutual fund license or appointing an Administrator to provide its principal office in the Cayman Islands, section 4(3) of the Law provides that a mutual fund may carry on or attempt to carry on business in or from the Cayman Islands if the minimum equity interest purchasable by a prospective investor in that mutual fund is US $100,000 or its equivalent in any other currency, or if its equity interests are listed on a stock exchange recognised by the Monetary Authority (including an over‐the‐counter market). A recognised exchange for this purpose is one that is either:

  • a US licensed exchange; or
  • an EU licensed exchange; or
  • a Canadian licensed exchange; or
  • a full member of the World Federation of Exchanges that is located in a Schedule 3 country; or
  • the Cayman Islands Stock Exchange.

Such a fund may apply for a certificate of registration from the Monetary Authority by filing the prescribed details (on Form MF1) in respect of its current offering document or the latest draft which should be accompanied by:

  • a letter of consent from an approved Cayman Islands auditor, indicating the name of the fund, the date of financial statements and the accounting principles to be used, and containing the Section 34 statement;
  • letter(s) of consent from its administrator (and net asset value calculation agent, if applicable) indicating the name of the fund and giving a summary of the services to be provided;
  • where applicable, a certified copy of the certificate of its incorporation or registration issued by the Registrar of Companies or evidence of registration or establishment of a partnership or a unit trust; and
  • the first annual Registered Fund's fee of US $3,048.78 (CI $2,500.00).

The lighter regulatory touch which is applied to Registered Funds is premised on the assumption that investors who are in a position to invest the minimum subscription amount of US$100,000 are likely to be sophisticated investors who can assess for themselves or afford professional advice on the risks associated with an investment in the fund or, alternatively, that listed funds will be subject to effective regulation by the relevant stock exchange. Registered Funds are the most common category of mutual fund regulated under the Law.

Licensed Funds

Section 5(1) of the Law provides that, unless a mutual fund is an Administered, Registered or Exempted Fund, it shall not carry on or attempt to carry on business in or from the Cayman Islands unless it has a mutual fund license and has either a registered office in the Cayman Islands or, in the case of a unit trust, has as its trustee a trust company licensed under the Banks and Trust Companies Law (Revised).

The grant of a mutual fund license is within the discretion of the Monetary Authority. In considering an application for a mutual fund license, the Monetary Authority may require such information as it may deem necessary to satisfy itself that each promoter of the applicant fund is of sound reputation, that its administration will be undertaken by persons who are of sound reputation and have sufficient expertise to administer the applicant fund, and that its business and any offer of equity interests in it will be carried out in a proper way. Such an application is to be made in the prescribed form (Form MF3) and must be accompanied by:‐

  • a copy of the current offering document or latest draft;
  • a copy of the most recent annual audited accounts (if the applicant is an existing fund);
  • where applicable, a certified copy of the certificate of incorporation or registration issued by the Registrar of Companies or evidence of registration or establishment of a partnership or a unit trust;
  • completed personal questionnaires, three references and police clearance certificates for:‐
  • all directors of a corporate mutual fund; or (b) all directors of a corporate trustee of a unit trust mutual fund; or (c) all directors of any corporate general partner of a limited partnership mutual fund;
  • a letter of consent from an approved Cayman Islands auditor accepting an appointment as auditor , indicating the name of the fund, the date of the financial statements, and the accounting principles to be used, together with completed Section 34 statement; letter(s) of consent from its administrator (and net asset value calculation agent, if applicable) indicating the name of the fund and giving a summary of the services to be provided; and
  • the application fee of US $3, 048.78 (CI $2,500.00). (The annual license fee is also US $3, 048.78 (CI $2,500.00).

A mutual fund license may be granted on terms that it will take effect upon the incorporation of a corporate mutual fund or, in the case of a foreign company, upon its registration as a foreign company under Part IX of the Companies Law (Revised), or on the establishment of any unit trust. A mutual fund license may also be granted subject to such conditions as the Monetary Authority may consider appropriate and the Monetary Authority may, upon application, waive, vary or revoke any such condition

Provisions common to all mutual funds

All regulated mutual funds are required to:

  • at launch, provide CIMA with letters of consent to act from the fund's administrator and local auditor;
  • submit to CIMA, and keep current, a copy of its most recent offering document (save that this requirement does not apply to regulated master funds that do not have an offering document);
  • provide CIMA with audited annual accounts (see below); and
  • pay an annual fee of approximately US$3,659 (or US$3,000 for master funds).

Offering documents must describe the equity interests in all material respects and contain such other information as is necessary to enable a prospective investor to make an informed decision as to whether or not to invest.

Regulated mutual funds which are required to be licensed or to employ a licensed mutual fund administrator are only to be administered by persons with sufficient expertise and of sound reputation and either CIMA or the licensed mutual fund administrator will have to be satisfied that the business of the mutual fund and any offering which it makes is to be carried out in a proper way.

The MFL also contains enforcement provisions allowing CIMA to inspect books and records, call for accounting and to take action to protect investors where appropriate. The penalties imposed by the MFL for breach of any statutory requirement are relatively stringent.

Continuing Obligations

Under the Law, the requirement that Licensed Funds and Administered Funds have their current offering documents filed with the Monetary Authority, and that Registered Funds have prescribed details in respect of their current offering documents filed with the Monetary Authority, is not satisfied unless:‐

  • each such offering document describes the equity interests in all material respects, and contains such other information as is necessary to enable a prospective investor to make an informed decision as to whether or not to subscribe for or purchase the equity interests; and
  • where there is a continuing offering of equity interests and any promoter, director, trustee, or general partner of the fund becomes aware of any change that materially affects any information in the offering document (or the prescribed details) filed with the Monetary Authority), the fund files an amended offering document (or amended prescribed details) incorporating that change within twenty‐one days of the promoter or operator becoming so aware. In addition, every Regulated Fund is required to file accounts audited by an approved auditor within six months of the end of each financial year. Further, every Regulated Fund must pay its annual fee of US$3,048.78 (CI $2,500.00) to the Monetary Authority on or before 15th January in each year. The Law is expected to be amended in December 2006 or January 2007 to require the operators (i.e.; a director if the fund is a company, the trustee if a trust, or a general partner if a partnership) of Regulated Funds (with fiscal years ending on or after December 31, 2006), to complete a return referred to as the Key Data Elements ("KDE") Form (which sets out general, operational and financial information on each fund).

The Regulated Fund will be required to submit on an annual basis, both its audited accounts and the KDE to the Monetary Authority through the fund's approved audit firm in the Cayman Islands.

Although the Regulated Fund may wish to appoint another service provider (e.g.; a registered office or its administrator) to complete the form on the fund's behalf, ultimate responsibility for the timely and accurate filing of the KDE Form will remain with the operator.

Local audit sign off

Since 1 July 2002, CIMA has required local audit sign-off on all mutual funds and mutual fund administrators regulated by CIMA. Only auditors with a physical presence in the Cayman Islands are approved as auditors of record for locally incorporated or established mutual funds and other entities subject to regulation by CIMA (see list below). This policy does not, however, require that all of the audit work is carried out locally in the Cayman Islands or carried out solely by the approved auditor of record. The audit can be performed wherever the principal books and records of the entity are maintained provided that a Cayman auditor is included in the process. Please note that this policy does not apply to branches of international companies licensed in the Cayman Islands and foreign domiciled funds that are administered in the Cayman Islands but not otherwise registered as foreign companies doing business in the Cayman Islands.

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
George Schizas
Similar Articles
Relevancy Powered by MondaqAI
Maples and Calder
 
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
Maples and Calder
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 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