Cayman Islands: The Updater: Current Developments In Cayman’s Legal And Regulatory Environment

Last Updated: 18 May 2009

Corporate Mergers and Partnership Dissolutions

Cayman has grown to be one of the largest international financial centres in large part by continuing to evolve its legislation. Two cornerstone's of Cayman's legislative framework are the Companies Law and the Exempted Limited Partnership Law, both of which are to be amended in April 2009. The Companies Law amendments introduce more efficient and cost-effective means of merging or consolidating companies while preserving protections for secured creditors and dissenting minority shareholders. The amendments to the Exempted Limited Partnership Law bring the regime for the winding up and dissolution of partnerships into line with the new provisions relating to the winding up of companies which came into effect on 1 March 2009. Detailed Client Briefings on these changes are being distributed along with this Updater and are also available for viewing or downloading from our website at www.ogier.com.

OECD Recognises Cayman's Cooperation

The communiqué issued at the conclusion of the Group of Twenty (G20) summit in London on 2 April, 2009 included a renewed commitment by the G20 (which is comprised of the 19 largest national economies, the European Union, the IMF and the World Bank) to the standards of tax transparency and exchange of information in tax matters established by the OECD's Global Forum of Taxation almost a decade ago. As evidence of this renewed commitment, the G20 leaders, through the OECD's Global Forum, published three lists of jurisdictions; those who have substantially implemented the standards (the "white list"); those who have committed to implementing the standards (the "grey list"); and those who have not yet committed (the "black list").

Recognising Cayman as a jurisdiction which has committed to implementing the standards, Jeffrey Owens, the Director of the OECD's Centre for Tax Policy and Administration, noted ahead of the G20 summit that "the Cayman Islands was one of the first jurisdictions to commit to the new standards in May 2000" when it entered into a bilateral tax information exchange agreement (TIEA) with the United States. Since then, Cayman has concluded TIEAs with a further seven countries based on the Model Agreement on Exchange of Information on Tax Matters which it, along with 10 other jurisdictions, assisted in preparing and, in 2008, introduced legislation to permit the unilateral provision of tax information which Mr Owens noted was "innovative and could speed up the process of implementing the standard". With a total of 12 countries currently scheduled to the unilateral mechanism, Mr Owens went on to comment that he appreciated "the fact that the Cayman Islands has sought to simplify the means by which to broaden its information exchange relationships. The Cayman Islands is setting a good example".

With the OECD set to complete its review of Cayman's enabling legislation within the next few weeks, it is widely expected that, with tax transparency arrangements concluded with 4 of the G7 nations, 17 of the 30 OECD member states and bilateral treaties in place with all 27 EU nations pursuant to measures equivalent to the European Union Savings Directive, the Cayman Islands will progress to the white list at the first opportunity.

The outcome of the G20 summit represents a material change in the opinion of the major economic powers as to the vital role that smaller international financial centres (IFCs), such as the Cayman Islands, have to play in the global movement of capital. By recognising the internationally agreed standards of transparency and cooperation which exists in Cayman, the G20 leaders have, at long last, publicly recognised that the smaller IFCs are legitimate participants in global financial markets and the provision of global financial services. By 7 April 2009, less than a week after the publication of the black list, the Secretary General of the OECD, Angel Gurria, announced that the four jurisdictions featured on the black list (Costa Rica, Malaysia, Philippines and Uruguay) had provided commitments to the OECD to introduce tax transparency and information exchange sufficient for each of them to be removed to the grey list.

CIMA signs MOU with Brazilian Regulator

The Cayman Islands Monetary Authority ("CIMA") has announced that it had entered into a Memorandum of Understanding (the "MOU") with the Securities and Exchange Commission of Brazil (the Comissão de Valores Mobiliários ("CVM")).

The MOU affirms CIMA's commitment to cooperating and sharing information with international regulatory counterparts. This latest development establishes Cayman as a compliant and safe jurisdiction for Brazilian domestic fund managers who invest assets abroad as permitted by CVM Regulation 450 (as amended).

Monetary Authority Law

The Monetary Authority Law (1996) contains specific provisions relating to CIMA's power to investigate and to respond to requests for assistance from an overseas regulatory authority, including procedures that need to be followed, certain discretions that CIMA may apply in deciding whether or not to respond to a request, and conditions that CIMA may apply to a response, all of these exercisable whether or not CIMA has entered into an agreement with such overseas regulatory authority for the exchange of information. The Monetary Authority Law also contains provisions that permit CIMA to formalise the framework for the exchange of information by entering into memoranda of understanding with overseas regulatory authorities.

The Monetary Authority Law was amended in December 2008 to implement the agreed position reached with the International Organisation of Securities Commissions' recommendations on international cooperation. The amendments remove the distinction between routine and non-routine requests of an overseas regulatory authority (the latter of which previously required a referral to the Attorney General and Financial Secretary and an option to not provide assistance if it would not be in the public interest to give the assistance sought) and also enable CIMA to consent to the use of information in certain criminal investigations or proceedings.

MOU Summary

This agreement with the CVM simply sets forth a reciprocal framework that enables both CIMA and the CVM to cooperate with specific requests for information from each side.

The MOU covers assistance by CIMA to facilitate the performance by CVM of its functions to enforce or secure compliance with laws and regulations in Brazil concerning:

(a) insider dealing, market manipulation, misrepresentation of material information and other fraudulent or manipulative practices relating to securities and derivatives, including solicitation practices, handling of investor funds and customer orders;

(b) the registration, issuance, offer, or sale of securities and derivatives, and reporting requirements related thereto;

(c) market intermediaries, including investment and trading advisers who are required to be licensed or registered, collective investment schemes, broker dealers, and transfer agents; and

(d) markets, exchanges, and clearing and settlement entities.

Requests for assistance must be made in writing and must include a detailed description of the facts underlying the investigation and details of the laws and regulations that may have been violated.

The assistance available under the MOU includes but is not limited to:

1. providing information and documents held in the files of CIMA regarding the matters set forth in the request for assistance;

2. obtaining information, documents or copies thereof regarding the matters set forth in the request for assistance, including:

  • contemporaneous records sufficient to reconstruct all securities and derivatives transactions, which may include records of all funds and assets transferred into and out of bank and brokerage accounts relating to these transactions;
  • records that identify: the beneficial owner and controller, and for each transaction, the account holder; the amount purchased or sold; the time of the transaction; the price of the transaction; and the individual and the bank or broker and brokerage house that handled the transaction;
  • information identifying persons who beneficially own or control non-natural persons organised in the Cayman Islands; and
  • taking or compelling a person's statement, or, where permissible, testimony under oath, regarding the matters set forth in the request for assistance.

CVM may use the information it obtains from CIMA solely for:

  • the purposes set forth in the request for assistance, including ensuring compliance with the applicable laws and regulations; and
  • a purpose within the general framework of the use stated in the request for assistance, including conducting a civil or administrative enforcement proceeding, assisting in a self regulatory organisation's surveillance or enforcement activities, assisting in criminal prosecution, or conducting any investigation for any general charge applicable to the violation of the provision specified in the request where such general charge pertains to a violation of the laws and regulations administered by CVM. This use may include enforcement proceedings that are public.

Save as set forth above or in response to a legally enforceable demand (following consultation with CIMA), CVM may not disclose non-public documents it receives and must use its best efforts to protect the confidentiality of non-public documents and information received under the MOU.

Following on from the first MOU CIMA entered into with Banco Central do Brasil in February 1999 (subsequently updated in March 2006), the MOU with CVM is a further milestone in the history of strong cooperation between Cayman and Brazilian regulatory authorities and is evidence of the close business ties between the two countries.

The MOU also is good news for Brazilian managers of Brazilian domestic funds looking to use Cayman Islands vehicles as a platform for international investment permitted by CVM Regulation 450. Although Cayman has been used to establish such vehicles for some time, the signing of the MOU should remove any residual doubts over the use of Cayman as a jurisdiction to establish such vehicles and should facilitate Cayman-based custodians and registrar and transfer agents to act on such structures.

More Upgrades to Cayman's AML regime

Cayman continues to hold a leading position amongst global financial centres with the announcement of recent upgrades to the Money Laundering Regulations (2008 Revision) ("Regulations") and the Cayman Islands Monetary Authority's ("CIMA") Guidance Notes on the Prevention and Detection of Money Laundering ("Guidance Notes"). These changes have been implemented from a recent set of recommendations by the Caribbean Financial Action Task Force.

The Regulations and the Guidance Notes apply to persons carrying on "relevant financial business" in or from the Cayman Islands. Essentially, "relevant financial business" means (a) a business carried on by a person who is required to be licensed or registered with CIMA or (b) a business engaging in any of the activities listed in the Second Schedule to the Regulations.

This update considers the impact of the changes on affected financial service providers.

1 Compliance Officer

In addition to the requirement to appoint a Money Laundering Reporting Officer ("MLRO"), the Regulations now require someone at management level, to be designated a Compliance Officer ("CO") who is responsible for monitoring and ensuring internal compliance with the laws relating to money laundering.

Under the revised Guidance Notes, the CO is specifically responsible for:

  • the development of internal policies, procedures and control, including an appropriate compliance management arrangement, and adequate screening of employees;
  • an appropriate employee training programme; and " an audit function to test the system.

The MLRO and the CO may be the same person. In respect of both positions, the relevant officer must:

  • have appropriate experience and skill;
  • report directly to, and have regular contact with the Board (or equivalent);
  • have sufficient seniority and authority so that the Board reacts to and acts upon any recommendations made;
  • have sufficient resources; including a deputy CO; and
  • have unfettered access to data and business personnel to appropriately perform the function.

Can the new CO function be delegated?

Historically, regulated investment funds have relied on a provision in Section 8 of the Guidance Notes that allows for de facto delegation of the MLRO reporting function to a Cayman or Schedule 3 service provider (usually the fund's administrator). We anticipate that CIMA will approve a similar course for the CO function. However, until such time as CIMA issues further policy or guidance, administration agreements should expressly delegate the CO function to the third party although they need not specifically name the CO. Eligible Introductions Following the amendments, the Regulations now impose more stringent requirements under which a financial service provider ("FSP") may accept an eligible introduction ("EI") from a third party (rather than perform its own full due diligence on the client). The Regulations now require:

(a) that the level of the client identification undertaken by the third party be known. This can be accomplished by requiring the EI to be accompanied by the actual client identification documents (which, in essence, will be certified copies of the identification documents);

(b) that the EI's own AML procedures are satisfactory. Realistically, this can only be achieved by a review by the FSP of the third party's policies;

(c) confirmation that the third party will retain documentation under the time limit of its own AML regime; and

(d) confirmation that the third party will notify the FSP if any of the following happens: the client relationship terminates; the documentation is going to be destroyed; or the terms of the client relationship changes such that reliance on the EI is no longer acceptable.

It is important to note that a FSP relying on an EI from a third party remains liable for any failure by the third party to obtain and record satisfactory evidence of the identity of the ultimate client.

Can fund administrators continue to rely on an Eligible Introduction?

In practice, the majority of investor exemptions in respect of the requirement to collect full due diligence documentation, falls under either of the following categories: (i) funds being received from an account in the investor's name with a Schedule 3 bank; or (ii) where the investor is regulated in its own right. An additional exemption is the acceptance (from a regulated third party) by the fund administrator of an EI. This avoids duplication in respect of the collection of full due diligence on the fund's investors. If a fund administrator wishes to continue to accept EIs, the EI itself will need to be redrafted to reflect the policies stated in points (a) to (d) above, as will the fund's policies and procedures.

Simplified client due diligence

The amendments to the Regulations have increased client identification requirements in certain circumstances and changed the criteria under which simplified client due diligence (usually exemptions) can be accepted. Specifically:

a) where a FSP is required to maintain procedures to identify its clients and has doubts about the accuracy of any evidence of a client's identity, it must obtain satisfactory additional evidence;

b) simplified client due diligence measures (i.e. reliance on exemptions) will be unacceptable in high-risk scenarios. These scenarios may include:

1. a client who is not physically present for identification purposes (i.e. non face-to-face business);

2. politically exposed persons ("PEPs");

3. cross-border correspondent banking relationships; and

4. where a risk assessment reveals a higher risk of money laundering.

The FSP's AML policies and procedures will need to be updated to reflect these changes.

To the extent that a FSP has delegated the maintenance of their AML procedures, the FSP should ensure that appropriate policies exist in respect of the acceptance of simplified due diligence.

Record-keeping

In addition to the existing requirements in respect of retention of client identification records, a FSP should also retain relevant account files and business correspondence for a period of five years from the termination of the relationship. This includes correspondence which may be relevant or useful to an investigation, including enquiries regarding complex or unusual transactions.

The FSP's AML policies and procedures will need to be updated to reflect these changes.

To the extent that a FSP has delegated the maintenance of their AML procedures, the FSP should ensure that the delegation now includes the retention of business correspondence and account files.

AML Audit

Subject to the nature and size of its business, a FSP must now undertake an "internal" audit. This is in addition to the already existing requirement for a "financial" audit. Where implemented, the audit will assess:

a) the overall integrity and effectiveness of the AML procedures, including client identification and internal controls;

b) the risks and exposure to the business;

c) compliance with relevant laws and regulations;

d) monitoring of high risk transactions, relationships and reporting procedures; and

e) training procedures and employees knowledge and awareness of the AML regime.

When is it necessary to undertake an internal AML audit?

CIMA's guidance requirements to undertake an internal AML audit state that it should be appropriate to the size and scope of the FSP's operations. In addition, CIMA states that FSP's may satisfy that requirement by:

  • Reliance on the internal AML audit of its parent company (where such an arrangement exists); and
  • Periodic outsourcing of the internal AML audit through the use of an external vendor. Where the financial audit is outsourced, the AML could be undertaken by the same external vendor. However, unlike the financial audit that is conducted annually as mandated by law, an outsourced AML audit could be conducted less frequently if no major internal control issues have been identified.

Delegation of audit function

To the extent that a FSP has delegated the maintenance of their AML procedures, the FSP should (where applicable) ensure that the delegation now covers an internal AML audit.

Recognition of Guidance Notes by the Court

The Regulations now make it clear that the courts will take into account non-compliance with regulatory guidance (i.e. the Guidance Notes) in determining whether a FSP has complied with anti-money laundering legislation. In effect, this reinforces the legal scope of the Guidance Notes.

"Applicant for business"

The Regulations now further define what is meant by an "applicant for business" i.e. a client, which is defined as:

  • a person acting on behalf of, or with the authority of the applicant for business; and
  • the natural person or persons who ultimately own or control the applicant for business.

Access to information by MLRO

When considering an internal suspicious activity report, the Regulations now require that full (not just reasonable) access be given to the MLRO in respect of all information.

How should an existing Cayman investment fund respond to the recent changes to Cayman's AML regime?

Pending any further guidance from CIMA, we recommend that an existing Cayman investment fund do the following:

a) Expressly delegate the CO function;

b) Amend its AML policies and procedures to reflect the changes by:

1. including the requirement for the fund to undertake periodic internal AML audits that are appropriate to the size and scope of its operations;

2. in relation to the fund's retention policies, adding reference to business correspondence files and account files;

3. updating its simplified client due diligence procedures;

4. updating its policies regarding acceptance of EIs if it wishes to continue accepting EIs;

c) Redraft the form EIs to comply with the changes in that regard (assuming it wishes to continue accepting EIs);

d) Comply with the amended policies and procedures.

To the extent that the fund has delegated some or all of the new requirements to a regulated party in a Schedule 3 country, it should ensure that the regulated party similarly includes those requirements in its own AML policies and procedures and complies with them.

"Relevant financial business" - Private Trust Company

The list of activities in Schedule 2 that constitute "relevant financial business" has been updated to include the provision of registered office services to a Private Trust Company ("PTC").

Under regulations pursuant to the Banks and Trust Companies Law (2007 Revision), a Private Trust Company (as defined) that is registered with CIMA is no longer required to obtain a license to act as such. In addition, a PTC must satisfy the following requirements:

  • it must have "PTC" or "Private Trust Company" in its name;
  • it must make an annual declaration to the effect that it is only carrying on business with "connected persons" (typically, some sort of family connection);
  • it must provide the names of its directors; and
  • it must also provide details of the trust company with which it has its registered office, which must be a licensed trust company.

A provider of registered office services to a PTC and the PTC itself will need to consider which has responsibility for, and will comply with, Cayman AML regime. It is hoped that CIMA will shortly issue guidance about which entity has those responsibilities.

Cayman leads on Tax Cooperation Agreements

As a further evidence of Cayman's long-standing history of participation and commitment to the OECD Global Forum on Taxation (2000) on principal standards for transparency and exchange of information on tax matters, the list of countries with which Cayman has in place official cooperation agreements has increased to twenty. This list encompasses four of the G-7 countries and 17 of the 30 Organisation for Economic Co-operation and Development (OECD) member states.

The countries now able to request tax information (both civil/administrative and criminal matters) from Cayman under the latest unilateral mechanism are Austria, Belgium, Czech Republic, Germany, Holland, Ireland, Japan, Luxembourg, the Netherlands, Slovak Republic, South Africa, Switzerland and the UK. This news fell quickly on the heels of bilateral agreements (including tax information agreements) that were announced in early March with the Nordic countries of Denmark, Faroe Islands, Finland, Greenland, Iceland, Norway and Sweden. Existing bilateral arrangements have been in place with the US since 2001.

This latest set of unilateral agreements supports a healthy list of accolades from various global regulatory bodies, including the latest report given on the jurisdiction by the Caribbean Financial Action Task Force ("CFATF") which noted that Cayman has "a strong compliance culture" and that it was compliant or largely compliant with FATF and CFATF recommendations putting Cayman near the top of the list of both onshore and offshore jurisdictions in terms of anti-money laundering and cooperation initiatives. The International Monetary Fund ("IMF") has also found Cayman to have "a sound framework in place for the provision of mutual assistance through domestic law and international treaties and arrangements". The IMF has recently conducted its latest review of Cayman, with the report expected in due course.

Both the Cayman Islands Monetary Authority and the Cayman Government have long held the view that establishing appropriate regulation is crucial to long term commercial success. In 2000 it was one of the first non OECD jurisdictions to adopt the principles of transparency and exchange of information, going on to complete the tax information agreement in 2001 with the United States. 2005 saw agreements with 27 European Union member states under which the jurisdiction has agreed to report savings income pursuant to the European Union Savings Directive. Over the years, Memoranda of Understanding on tax related issues have also been signed with Bermuda, Brazil, Canada, Isle of Man, Jamaica, Panama, the United Kingdom, and eight regulatory authorities in the Caribbean. Bilateral arrangements with the United Kingdom are also expected to be announced imminently.

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.

 
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
 
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