Cayman Islands: Operating A Cayman Islands Open-Ended Fund

This Briefing Note provides an overview of the Cayman Islands legal considerations in operating an open-ended investment fund in the Cayman Islands.  For guidance on the initial establishment process for such a fund, please see our Briefing Note entitled, "Establishing a Cayman Islands Open-Ended Fund". This can be located at http://www.ogier.com/publications/establishing-a-cayman-islands-open-ended-fund.

This Briefing Note is drafted on the basis that the fund in question is an exempted company as this has traditionally been the most common form of Cayman open-ended investment vehicle.  Separate considerations apply for investment funds structured as exempted limited partnerships, as limited liability companies and as unit trusts.

The following is intended to provide a general summary of the position in law as at the date shown on the cover and is not to be taken as specific legal advice applicable to particular issues or circumstances. If such advice is required, please contact one of the Ogier partners listed here.

CAYMAN ISLANDS REGULATORY FRAMEWORK

1 Companies Law

1.1  The Companies Law (Revised) (Companies Law) imposes on Cayman Islands corporate investment funds, whether or not registered under the Mutual Funds Law (Revised) (MF Law), the following obligations:

  1. Name - the name of the investment fund, including any dual foreign name, must be displayed outside the registered office in the Cayman Islands, and must appear on all notices and other communications, cheques, etc. issued by the fund.
  2. Minute book - a minute book should be maintained.  Although there is no requirement that this be maintained at the registered office, this is normally the case.  The minute book should contain minutes of directors' meetings and shareholders' meetings, along with any attachments referred to in the minutes and any written resolutions of the directors or shareholders.
  3. Company registers:

    1. Register of directors and officers - this register must contain the names and addresses of the directors and officers and any duly appointed alternate directors, but normally also contains their dates of appointment and removal/resignation.  A company need not have a secretary; but if one is appointed, the secretary's particulars must be noted on this register. The register of directors and officers must be maintained at the company's registered office in Cayman and is the only register that must be filed with the Registrar of Companies.
    2. Register of members - this register must contain the names and addresses of the company's shareholders, the numbers of shares held by each, the distinguishing numbers (if any) of those shares, the amount paid or agreed to be paid on the shares, together with the date on which each person became and ceased to be a shareholder of the company.  This register is usually maintained by the administrator, and may be held outside Cayman.
    3. Register of mortgages and charges - this register must contain details of all mortgages and charges specifically affecting property of the company, including a short description of the property mortgaged or charged, the amount of the charge created and the names of the mortgagees or persons entitled to the charge.  It should be noted that under New York law the credit support annex to an ISDA agreement is treated as a security interest; as such, details of this security interest are required to be entered onto the register of mortgages and charges. It should also be noted that prime broker agreements and custody agreements often contain provisions pursuant to which the fund will grant a security interest.  These should be noted in the register of mortgages and charges as well.  The register of mortgages and charges must be maintained at the company's registered office in Cayman.
  4. Accounts - every company is required to keep proper books of account with respect to its receipts and expenditures, sales and purchases and assets and liabilities.  The accounts must give a true and fair view of the company's affairs and explain its transactions.  The Companies Law does not require such accounts to be audited. The company's books of account must be retained for a minimum of five years from the date on which they are prepared.
  5. Filings - the Registrar of Companies must be notified within 30 days of any change of the company's registered office; and within 60 days of any appointments, removals and resignations of directors and officers.  A copy of any special resolution of the shareholders (a special resolution is necessary to amend the company's memorandum or articles of association and for certain other purposes) must be filed with the Registrar within 15 days of it being passed.
  6. Annual requirements - an exempted company must file an annual return, together with the prescribed annual filing fee, with the Registrar of Companies.  The annual return confirms that the requirements of the Companies Law in relation to exempted companies have been complied with since the date of incorporation or, as the case may be, the previous annual return.  Usually, the registered office provider ensures compliance with this requirement.

2 Mutual Funds Law

Registration

2.1  The Mutual Funds Law (Revised) (MF Law) is the principal Cayman Islands legislation applicable to investment funds, and determines whether a Cayman Islands investment fund is required to be registered, administered or licensed with the Cayman Islands Monetary Authority (CIMA).  

2.2  In general terms, the MF Law applies to open-ended funds whose interests are redeemable at the option of the investor and that do not qualify or elect for exemption (such as the so-called "15 investor exemption") or other exclusion. In the remainder of this note, such funds are referred to for convenience as registrable funds. For more detailed guidance on registration and available exemptions under the MF Law, please see our Briefing Note entitled, "Establishing a Cayman Islands Open-Ended Fund", located at http://www.ogier.com/publications/establishing-a-cayman-islands-open-ended-fund.

Requirement to maintain and file current offering document

2.3  Under the MF Law, a regulated mutual fund (other than a regulated master fund) must not carry on or attempt to carry on business in or from the Cayman Islands unless, among other requirements, there is filed with CIMA a current offering document which:

  1. describes the equity interests which are being offered in all material respects; and
  2. contains such other information as is necessary to enable a prospective investor in the mutual fund to make an informed decision as to whether or not to subscribe for or purchase the equity interests.

2.4  If there is a continuing offering of shares, the filing requirement noted above has not been complied with if any promoter or operator of the regulated mutual fund:

  1. is aware of any change that materially affects any information in the offering document filed with CIMA or in the prescribed details filed with CIMA (ie, the Form MF1 or equivalent form); and
  2. has not, within 21 days of becoming so aware, filed with CIMA an amended offering document or amended prescribed details, as the case may be, incorporating that change.

General requirements

2.5  The MF Law imposes on regulated mutual funds the following continuing obligations:

  1. to file with CIMA a copy of material amendments to its current offering document or prescribed details within 21 days (see paragraph 2.4 above);
  2. to have its accounts audited annually by an auditor approved by CIMA (unless CIMA grants an exemption whether absolute or conditional) and to file those accounts with CIMA within six months of the end of the mutual fund's financial year;
  3. to pay the prescribed annual filing fee on or before 15 January in each year; and
  4. to have appointed to its board of directors at least two directors at any one time. Generally these should be individuals. CIMA will permit a corporation to act as a director either alone or in conjunction with an individual director, though this has become unusual following the introduction of the director licensing requirements (see section 5 below).

Supervisory powers, enforcement and penalties

2.6  If CIMA is satisfied that a regulated mutual fund:

  1. is or is likely to be unable to meet its obligations as they fall due;
  2. is carrying on or attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors;
  3. has not been directed and managed in a fit and proper manner; or
  4. has a person holding a position as a director, manager or officer who is not a fit and proper person to hold that position,

    then CIMA may:

    1. cancel the mutual fund's registration;
    2. require the substitution of any promoter or operator of the fund;
    3. appoint a person to advise the fund on the proper conduct of its affairs; or 
    4. appoint a person to assume control of the affairs of the fund.

2.7  If CIMA has reasonable grounds for believing a person is carrying on or attempting to carry on business as a mutual fund in or from the Cayman Islands in contravention of the MF Law, it may instruct that person to provide to it such information or explanation as it may reasonably require, in order to enable it to fulfill its duties under the MF Law.  In addition, if it appears to CIMA that a mutual fund is carrying on or attempting to carry on business in or from the Cayman Islands in breach of the MF Law, CIMA may seek injunctive and other reliefs from the Grand Court to preserve the assets of the fund's investors.

2.8  An operator of a regulated mutual fund who operates in breach of the requirements of the MF Law is guilty of an offence and liable on conviction to a fine of US$120,000.

2.9  A person, other than a regulated mutual fund or an exempted mutual fund, who represents in any way that he is carrying on or attempting to carry on business in or from the Cayman Islands as a mutual fund, is guilty of an offence and liable on conviction to a fine of US$120,000.

3 Anti-money laundering legislation

3.1  The Proceeds of Crime Law (Revised) (PCL), Money Laundering Regulations and Guidance Notes issued by CIMA together comprise the anti-money laundering regime in the Cayman Islands. The Misuse of Drugs Law (Revised) and the Terrorism Law (Revised) are also relevant.

3.2  Generally, all Cayman investment funds, whether regulated or not, fall within the scope of Cayman's anti-money laundering regime as they will be considered to be engaged in "relevant financial business" for the purpose of the Money Laundering Regulations.

Summary of the requirements of the AML regime relevant to funds

3.3  The requirements of the AML regime with respect to a fund may be summarised as follows:

  1. adequately to identify investors in the fund and to maintain and monitor inter alia the following:

    1. records relating to the verification of the identity of such investors;
    2. relevant accounts files;
    3. business correspondence; and
    4. records of the transactions effected by such investors;
  2. to be aware of the AML requirements and to establish appropriate internal controls and reporting procedures to prevent money laundering;
  3. to provide training to employees to enable them to recognise and take action to prevent or report money laundering or both;
  4. to appoint a suitably qualified and experienced person to serve as the Money Laundering Reporting Officer (MLRO) and be responsible for filing "suspicious activity reports"; and
  5. to identify a suitably qualified and experienced person to serve as the Compliance Officer (MLCO) who is responsible for:

    1. developing internal AML policies, procedures and controls, including (where applicable) screening procedures when hiring employees;
    2. implementing appropriate employee training; and
    3. auditing the AML systems in place to ensure they are effective.

Discharge of AML obligations by an investment fund

3.4 Typically, Cayman investment funds do not have employees to perform these obligations, though it is permissible to appoint a director to serve as MLRO and MLCO and to implement the Cayman AML procedures directly.  The Guidance Notes therefore provide three alternative methods to enable the fund to discharge its obligations under the Cayman AML regime. In summary:

  1. express appointment of, and reliance on, an administrator subject to the anti-money laundering regime of the Cayman Islands or a Schedule 3 country[1] to process subscriptions and redemptions in compliance with the applicable AML procedures of such jurisdiction;
  2. express delegation of AML procedures to a person subject to the AML regime of the Cayman Islands or a Schedule 3 country1 and who agrees to appoint an MLRO and MLCO and comply with the applicable AML procedures of such jurisdiction;
  3. express delegation to a suitable third party, whether within or outside the Cayman Islands, who agrees to comply with the Cayman AML regime including as to information to be made available to CIMA, appointment of an MLRO and appointment of an MLCO.

3.5  Notwithstanding any such appointments or delegation, the fund will remain ultimately responsible for its compliance with its AML obligations.

3.6  If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to:

  1. the Financial Reporting Authority of the Cayman Islands, pursuant to the PCL, if the disclosure relates to criminal conduct or money laundering; or
  2. a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised), if the disclosure relates to involvement with terrorism or terrorist financing and property.

Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

4 FATCA and CRS

4.1 The Foreign Account Tax Compliance Act (FATCA) provisions of the U.S. Hiring Incentives to Restore Employment Act (the HIRE Act) provide that a Reporting Cayman Islands Financial Institution must disclose the name, address and taxpayer identification number of certain United States persons that own, directly or indirectly, an interest in such vehicle pursuant to the terms of an intergovernmental agreement between the United States and the Cayman Islands (the US IGA) and implementing legislation and regulations which have been adopted by the Cayman Islands. If a fund fails to comply with these requirements then a 30% withholding tax may be imposed on payments to the fund of United States source income and proceeds from the sale of property that could give rise to United States source interest or dividends. 

4.2 Almost every open-ended Cayman investment fund will be a Reporting Cayman Islands Financial Institution for this purpose. The Cayman legislation requires Reporting Cayman Islands Financial Institutions to make an annual report to the Cayman Islands Tax Information Exchange Authority (the Cayman TIA).  Any information provided to the Cayman TIA will be shared with the Internal Revenue Service of the United States.

4.3 The Cayman Islands has also signed with the United Kingdom a separate inter-governmental agreement (the UK IGA), which imposes similar requirements to the US IGA. Information on accounts held directly or indirectly by "Specified United Kingdom Persons" will be exchanged with the United Kingdom tax authority.

4.4 In addition, over 90 countries have signed the OECD Multilateral Competent Authority Agreement and Common Reporting Standard (CRS) for the implementation of the automatic exchange of tax information based on the OECD's Multilateral Convention on Mutual Administrative Assistance in Tax Matters. The CRS is similar in form and substance to the US IGA and the UK IGA.

4.5 As a result, a Cayman fund will be required to:

  1. register with the US Internal Revenue Service in order to obtain a Global Intermediary Identification Number (a GIIN) and, accordingly, give one or more individuals authority to complete such registration. This is typically applied for by the manager on the fund's behalf following incorporation of the fund.  The individual making the application must have been properly authorised by the fund to do so;
  2. conduct requisite due diligence on all of its investors in order to identify the tax residency of each investor and to determine whether the interest held by that investor constitutes a "reportable account" under the regulations issued under the US IGA, the UK IGA and CRS. Generally, funds address this by (i) seeking appropriate self-certifications and beneficial ownership information from investors at the time of subscription, and (ii) engaging the fund administrator or another specialist provider to assist with the fund's FATCA and CRS due diligence and reporting obligations;
  3. provide notification to the Cayman TIA of certain prescribed details, and to identify a Principal Point of Contact. This notification is generally required to be made by April 30 in the year following registration of the fund; and
  4. report the requisite information on each of its "reportable accounts" to the Cayman Islands Tax Information Authority (TIA) prior to the applicable deadlines. Reporting periods are generally calendar years, with the reports themselves generally due on or before May 31 in the year following the relevant reporting year.

5 Directors Registration and Licensing Law

5.1 Registrable funds are "covered entities" for the purposes of the Directors Registration and Licensing Law (the DRL Law). Every director of a covered entity must be a corporate director, a professional director or a registered director under the DRL Law. The most common are registered directors, being natural persons appointed as directors for fewer than 20 covered entities.

5.2 Directors registered or licensed under the DRL Law must renew their registration or licence by January 15 of each year. If an individual ceases to be a director of any covered entities within a calendar year he or she will need to de-register before the end of such year in order to avoid an obligation to pay renewal fees for the following year.

5.3 Funds that are not registered with CIMA are not covered entities for the purposes of the DRL Law and individuals do not need to register under the DRL Law in order to serve as directors of such funds.

MANAGEMENT, ADMINISTRATION AND CORPORATE GOVERNANCE

6 General

6.1 A Cayman exempted company must have at least one director. Registrable funds must have at least two directors. There are no residency, shareholding or qualification requirements in relation to directors, except (in the case of registrable funds) for registration under the DRL Law as referred to above.

6.2 There is no Cayman requirement for an investment fund to have any director or shareholder meetings in the Cayman Islands. Registrable funds structured as exempted companies are expected to have at least two board meetings a year.

7 Role and responsibilities of the board of directors

7.1 Directors owe duties at common law (including fiduciary duties); statutory duties; and duties to third parties in contract or in tort.  For guidance on these duties, please see our Briefing Note entitled, "Acting as a Director of a Cayman Islands Investment Fund".  This can be located at http://www.ogier.com/publications/acting-as-a-director-of-a-cayman-islands-investment-fund.

7.2 Two notable developments in recent years have helped to clarify the duties of a director of a Cayman registrable fund.  The first is the judgment handed down in Weavering Macro Fixed Income Fund Limited (In Liquidation) v Peterson and Ekstrom, which offers a helpful description of the actions that would evidence that directors of a regulated mutual fund are meeting their duties of skill, care and diligence.  The second is the publication of CIMA's "Statement of Guidance for Regulated Funds – Corporate Governance" (the SOG).

7.3 From these sources, it can be determined that directors must exercise independent judgment, always acting in the best interest of the fund, taking into consideration the interests of the investors as a whole.  They are required to act honestly and in good faith at all times.  Directors must operate with due skill, care and diligence and should ensure they have sufficient and relevant knowledge and experience to carry out their duties.  The directors must ensure that the fund's investment strategy is clearly described in the offering documents and should regularly monitor whether the investment manager is acting in accordance with the defined investment criteria, investment strategy and restrictions.  The directors are responsible for approving the appointment and removal of service providers and for ensuring that the roles and responsibilities of such providers are clearly set out.  They should ensure that the terms of the fund's contracts with its service providers are consistent with industry standard. They must also regularly verify or seek confirmation from service providers that they are acting in accordance with the fund's constitutional and offering documents.  The directors should at all material times inform themselves of the fund's investment activities, performance and financial position, including conducting inquisitorial reviews of the fund's financial results and audited financial statements and monitoring the fund's net asset valuation policy and the calculation of its net asset value.

7.4 The SOG provides that directors should hold regular board meetings, which should be at least twice per year, or more frequently where the circumstances or size, nature and complexity of the fund's operations require. Board meetings are not required to take place in the Cayman Islands.  The board should fully, accurately and clearly record all meetings and any material decisions and/or considerations.

7.5 The directors of a Cayman fund are responsible for the overall management of the fund.  However, subject to paragraph 7.3 above, the directors may delegate certain duties to service providers.

8 Common law and statutory liability arising from offering of shares

8.1 A corporate investment fund, whether or not it is a mutual fund within the meaning of the MF Law, as well as potentially its directors, may also incur civil liability as a result of the offering of the fund's shares. Liability may arise in respect of all or any of the following:

  1. misrepresentation, where shares are subscribed for in reliance upon an offering document containing a misrepresentation (whether innocent, negligent or fraudulent);
  2. negligent misstatement, if the plaintiff can establish that the defendant owed him a "duty of care" not to cause loss or damage of the kind caused by breach of that duty; and
  3. breach of contract. In principle, a statement in a prospectus may become incorporated as a term of the contract of allotment between the company and a subscriber or, in the case of an issue of securities by way of an offer for sale, in the contract of purchase between the issuing house and the purchaser of the securities. Breach of any such term would result in a claim for damages for breach of contract.  The contractual measure of damages is that necessary to put the innocent party in the economic position s/he expected from due performance of the contract. When it is either not possible or not desirable to compensate the innocent party in that way, a court may award damages designed to restore that party to the economic position s/he occupied at the time the contract was entered into while avoiding either party being unjustly enriched.

8.2 The above deals with the position under Cayman Islands law.  It may be more likely, in fact, that claims relating to a false representation or negligent misstatement are dealt with under the laws of, and before the courts of, the jurisdiction in which the misrepresentation or inaccurate statement was made.  With regard to contractual claims, it is likely that any claim would be determined in accordance with the governing law of the relevant contract. In the case of the subscription agreement, this is usually, explicitly or by implication, the law of the Cayman Islands.

8.3 Criminal liability may also arise where a person, by any deception, dishonestly obtains for himself or herself or for another any pecuniary advantage or dishonestly obtains property belonging to another, with the intention of permanently depriving the other of it; and where an officer of a company, with intent to deceive members or creditors of the company about its affairs, publishes or concurs in publishing a written statement or account which to his or her knowledge is or may be misleading, false or deceptive in a material particular.

Footnote

1 Argentina, Australia, Austria, Bahamas, Bahrain, Barbados, Belgium, Bermuda, Brazil, British Virgin Islands, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Greece, Guernsey, Hong Kong, Iceland, India, Ireland, Israel, Italy, Japan, Jersey, Isle of Man, Liechtenstein, Luxembourg, Malta, Mexico, Netherlands, New Zealand, Norway, Panama, People's Republic of China, Portugal, Singapore, Spain, Sweden, Switzerland, Turkey, United Arab Emirates, United Kingdom, United States of America.

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
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
 
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