France: French Tax Update - Amending Finance Bill For 2015 And Noteworthy Q4 Case Law

Last Updated: 9 December 2015
Article by Nicolas André and Alexios Theologitis

The present French Tax Update contains (i) an overview of the main provisions proposed by the draft amending finance bill for 2015 (loi de finances rectificative pour 2015, 2015 Draft Amending Finance Bill), (ii) an update of the parliamentary amendments adopted in respect of the draft finance bill for 2016 (loi de finances pour 2016, 2016 Draft Finance Bill, please see our November 2015 French Tax Update for further details), and (iii) an overview of several noteworthy decisions issued by European and French tax courts or committees during the past few months.

2015 DRAFT AMENDING FINANCE BILL

The 2015 Draft Amending Finance Bill was presented to the lower chamber (Assemblée Nationale) on November 13, 2015, where it was discussed until November 30, 2015, before going to the higher chamber (Sénat). Its final version should in principle be adopted by year-end.

AUTOMATIC EXCHANGE OF INFORMATION BY FRENCH FINANCIAL INSTITUTIONS

Article 17 of the 2015 Draft Amending Finance Bill includes several proposals to bring the filing requirements imposed upon French financial institutions in line with EU Directive 2014/107/EU (dated December 9, 2014 and amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation).

Under Article 1649 AC of the French tax code (FTC), French financial institutions are required to file a specific declaration containing the information necessary to allow the mandatory automatic exchange of information as designed by the treaties entered into by France. Such specific declaration relies on both the outcome of the Global Forum on Transparency and Exchange of Information for Tax Purposes held in Berlin on October 29, 2014 and on EU Directive 2014/107/EU.

In order to allow the first exchanges of information as from 2017, the Draft Amending Finance Bill for 2015 proposes to authorize financial institutions to (i) operate automated processes to identify the relevant taxpayers, and (ii) collect all relevant data including tax identification numbers and tax residency information for all account holders and controlling holders thereof.

PARTICIPATION EXEMPTION REGIME

The 2015 Draft Amending Finance Bill proposes a number of modifications to the participation exemption regime (where a qualifying French parent company is 95 percent exempt in respect of dividends received from a qualifying subsidiary, and where dividends distributed by a qualifying French subsidiary to a qualifying EU parent is exempt from French withholding tax). The proposal's aim, essentially, is to align French legislation with the EU rules.

The first proposed change relates to the ownership of the underlying shares. The traditional position of the French tax authorities (FTA) has been that the "bare ownership" of the relevant shares is not eligible for the participation exemption regime; this position was effectively defeated before the French courts. Under the 2015 Draft Amending Finance Bill, the bare ownership would now be eligible for the participation exemption; the "usufruct" (i.e., essentially the right to receive dividends) would still not be eligible. NB: These rules would also apply to outbound dividends paid by a French subsidiary to a qualifying EU parent company (plus a parent company located in Iceland, Norway, and Liechtenstein).

The second proposal is to implement, into domestic law, the anti-abuse rules approved at EU level. The 2015 Draft Amending Finance Bill thus provides that no participation exemption would apply if the dividends are distributed as part of a non-genuine arrangement, or series of arrangements, where the principal objective, or one of the principal objectives, is to obtain a tax benefit that would be against the purpose of the participation exemption. A non-genuine arrangement (or series of arrangements) is one where the arrangement(s) has not been put in place for valid commercial reasons reflecting an economic reality. The main difference between the above proposal, and what is already available under the domestic "abuse of law" procedure, is that the latter may be used by the FTA only if they can evidence that the relevant arrangement(s) is purely (or quasi purely) tax motivated. NB: The above rules also would be applied to outbound dividends.

The 2015 Draft Amending Finance Bill also proposes that the dividends received from a subsidiary based in a so-called "non-cooperative jurisdiction" (NCJ) are not eligible for the participation exemption, unless the parent company can prove that the underlying participation is not motivated by fraud or tax evasion. Under the current rules, the dividends received from an NCJ are never eligible for the participation exemption, without any safe harbor clause.

The 2015 Draft Amending Finance Bill also proposes to include in the statutes a situation that is currently accepted by the FTA only as a tolerance: an entity based within the European Economic Area, holding between 5 to 10 percent of a French entity, would not be liable to any French withholding on any dividends received from such entity, if it could evidence that such withholding tax may not be imputed as a tax credit in the jurisdiction where it is located.

Also, under the 2015 Draft Amending Finance Bill, the so-called "branch tax" would not be applicable to entities headquartered in Iceland, Norway, and Liechtenstein. The branch tax is a levy applied to the after-tax profits generated by a French branch of a foreign entity, such profit being deemed to be distributed to the shareholders by the entity. NB: EU-based entities already benefit from the branch tax exemption.

Finally, the 2015 Draft Amending Finance Bill confirms the non-availability of the participation exemption for dividends distributed by certain entities (e.g., dividends from REITs, UCITs, etc.).

DIVIDEND WITHHOLDING TAX EXEMPTION FOR FOREIGN LOSS-MAKING COMPANIES UNDER LIQUIDATION

Article 32 of the 2015 Draft Amending Finance Bill introduces a new provision in the FTC that should allow, as from January 1, 2016, outbound dividends to benefit from a French withholding tax exemption, when paid to certain foreign companies that are:

  • in a loss-making position, and
  • under compulsory liquidation (liquidation judiciaire), i.e., companies that are no longer eligible to rehabilitation insolvency proceedings.

This provision follows the letter of formal notice nº 2013/4244 issued by the European Commission, under which it had expressed to the FTA its concerns regarding the compliance of such dividend withholding tax with the principle of free movement of capital within the EU.

The European Commission argued that non-resident investors in such position are treated disadvantageously compared to French companies in a loss-making position and under compulsory liquidation (companies that will ultimately never be subject to French corporation income tax on these distributions).

Although final legislation may still not include this provision, it is likely the members of Parliament will confirm this specific dividend withholding tax exemption during the final vote in December 2015.

DIVIDEND DISTRIBUTIONS NO LONGER TAX EXEMPT WITHIN FRENCH TAX GROUPINGS

A late parliamentary amendment to the 2015 Draft Amending Finance Bill was proposed by the French Government on November 30, 2015.

This amendment follows the September 2 ,2015 Steria judgment (please see our October 2015 French Tax Update for further details) in which the European Court of Justice (ECJ) ruled that the taxation of a 5 percent add-back on dividends received from EU subsidiaries under the participation-exemption regime was in certain cases not compliant with the freedom of establishment principle.

In order to end this restriction, the proposed legislation provides that dividends received within a French tax grouping will no longer be fully exempt from corporate income tax, as the 5 percent add-back will no longer be neutralized. Correlatively, dividends received by members of a French tax grouping, be it from French or from EU subsidiaries, will be subject to a reduced add-back of 1 percent.

The 5 percent add-back on dividends received under the French participation-exemption regime should, outside of a French tax grouping, remain unaffected.

2016 DRAFT FINANCE BILL

The 2016 Draft Finance Bill was adopted by the lower chamber (Assemblée Nationale) on November 17, 2015. It will now be reviewed by the higher chamber (Sénat) before going back to the lower chamber. Its final version should in principle be adopted by year-end.

TAX-EXEMPT FOREIGN PENSION FUNDS ARE NOT ENTITLED TO TREATY BENEFITS

In a decision dated November 9, 2015 (nº 370054), the Conseil d'Etat ruled that a pension fund that is exempt from tax in a contracting state, by reason of its status or activity, cannot be considered liable to taxation within the meaning of article 4 of the double tax treaty entered into between France and Germany on July 21, 1959 (FR/GER Treaty). Such fund, therefore, is not entitled to the FR/GER Treaty benefits, such as the reduced withholding tax rates.

The Conseil d'Etat ruled as such in favor of the FTA, which had denied a German pension fund the benefit of the reduced 15 percent dividend withholding tax rate under article 9 of the FR/GER Treaty, to the extent it was exempt from German corporate income tax.

In a nutshell, the reasoning of the Conseil d'Etat is that, notwithstanding the fact that "tax residency" is not conditioned by tax liability under the FR/GER Treaty, this treaty can apply only to persons effectively liable to tax, in view of its purpose—the avoidance of double taxation.

The Conseil d'Etat ruled similarly in a decision of the same day (nº 371132) about a Spanish pension fund requesting (i) exemption from French withholding tax on dividends received on the basis of the free movement of capital principle, and alternatively (ii) reduction of French withholding tax pursuant to article 10 of the double tax treaty entered into between France and Spain on October 10, 1995 (FR/ES Treaty). In this second case, the Conseil d'Etat ruled (i) that the Spanish pension fund did not meet the characteristics needed to establish comparability with French nonprofit organizations and (ii) that, here again, it was not entitled to the FR/ES Treaty benefits, as it could not be considered a resident of Spain to the extent it benefited from a 0 percent corporate income tax rate in Spain.

By providing a much-needed clarification on the scope of double tax treaties, these two decisions on the FR/GER and FR/ES treaties mark an important step in the case law of the Conseil d'Etat on tax treaty interpretation. The only downside may be the fact that the Conseil d'Etat seems to have departed from the principle of literal interpretation of tax treaties.

ABUSE OF LAW PROCEDURE AND INTRA-GROUP BORROWINGS

The Appeal Court of Nantes decided, on June 25, 2015, a case law regarding a borrowing by a French corporation, where the lender was a sister Dutch entity of the borrower, and the latter was fully owned by a US parent.

The FTA, using the abuse of law procedure, took the position that, despite the formal presentation of the transaction, the actual lender was the US parent, with the consequence that certain of the (then applicable) thin cap restrictions should apply to the deduction of interest due on the borrowing.

The borrower was arguing, inter alia, that, in any case, the relevant thin cap rules were not applicable under the non-discrimination provision of the US-French tax treaty (which would be applicable if the parent was, indeed, the lender).

The Appeal Court sided with the FTA by deciding that the treaty does not prevent France from applying its thin cap rules, to the extent these rules are compatible with article 9 of the treaty (which provides that the transaction between affiliated entities must be priced on an arm's-length basis). In other words, the Appeal Court decided that the purpose of thin cap rules is different from the object of arm's-length pricing, and, therefore, the FTA may apply the thin cap if it can prove that the actual lender was the US parent (rather than the Dutch affiliate).

APPLICATION OF THE QUEMENER CASE LAW

In February 2000, the Conseil d'Etat decided a famous case law, known as the Quemener case, where it established the rules to define the taxable basis in the event of the sale of participations in a tax transparent entity. In essence, the Conseil d'Etat decided that the tax basis in such participations should be equal to the acquisition cost, increased by any profits of the entity taxed at the level of the holder (through the tax transparency) and decreased by the losses of the entity deducted by the holder (again by virtue of the tax transparency). The idea behind Quemener was to avoid the double taxation or double deduction that would have been otherwise applicable.

Subsequently, the FTA agreed with the Quemener principles.

In a new decision, dated July 27, 2015, the Conseil d'Etat applied the Quemener principles to a situation where a tax transparent entity (or SNC) was fully owned by a corporation, and the participation in the SNC was cancelled as a consequence of the dissolution of the SNC into the parent.

As a result of the dissolution, on the balance sheet of the parent, the participation in the SNC was replaced by the latter's assets and liabilities. The assets were registered for their accounting value in the books of the parent, with the exception of a real estate asset (recently acquired by the SNC via the exercise of an option under a finance lease) that was registered for its market value. During a tax audit, the FTA had reassessed the taxable result of the SNC on the basis of the difference between the market value of the real estate asset and its acquisition cost (i.e., the exercise price of the option).

The parent (which was supporting the reassessment as a consequence of the transparency) had asked that the acquisition cost of its participation in the SNC be increased by the amount of the reassessment. The Appeal Court had sided with the FTA on the basis that, prior to the tax audit, the parent had not recognized the above gain as part of its taxable result (in its capacity as member of the SNC).

The Conseil d'Etat decided in favor of the parent on the basis of the Quemener principle. In order to avoid any double taxation, the Conseil d'Etat held that this principle should be also applicable when the FTA has reassessed, after its dissolution, the taxable income derived by the SNC (which would have been taxed at the level of the parent, given that, at the time, the latter still owned the SNC).

PRIORITY PRELIMINARY RULING REQUEST ON PARTICIPATION EXEMPTION

On November 12, 2015, the Conseil d'Etat requested from the French Constitutional council (Conseil Constitutionnel) a priority preliminary ruling on the issue of constitutionality (question prioritaire de constitutionnalité, QPC) of the provisions of former article 145, 6, b ter of the FTC (now article 145, 6, c of the FTC). Under these provisions, profits deriving from shareholdings with no voting rights were not entitled to the 95 percent exemption available under the French participation-exemption regime (P-E Regime).

The facts of the case that led to the QPC were as follows:

  • The French company Metro Holding France (MHF) owned 100 percent of the shares of the French company CRFP Cash (CRFP).
  • CRFP in turn owned a shareholding into MHF.
  • In order to terminate this cross-ownership, MHF decided to buy back its own shares from CRFP in view of their cancellation.
  • CRFP was subsequently merged into MHF.

Under the French rules applicable at that date (please see Jones Day's French Tax Update for January 2015 for more details), gains arising from the buyback of shares were subject to income tax as distributed income for a certain fraction. Accordingly, CRFP exempted the gains arising from the buyback performed by MHF under the P-E Regime. The FTA challenged the benefit of the P-E Regime on the grounds that the treasury shares bought back by MHF did not carry any voting rights.

MHF argued inter alia that (i) treasury shares could not be viewed as shareholdings exempt from voting rights, excluded from the P-E Regime, and that (ii) since this condition found in former article 145, 6, b ter of the FTC was not provided for under the Parent-Subsidiary Directive, MHF was treated less favorably on dividends received from its shareholding in a French subsidiary than on those received from an EU subsidiary. Such discrimination, MHF argued, created a breach of equality between taxpayers, infringing as such the rights and freedoms guaranteed by the French constitution.

The Conseil d'Etat overruled a decision of the Administrative Court of Appeal of Versailles and allowed the QPC request of MHF on the basis that this case of reverse discrimination was indeed an issue of serious nature that should be answered by the Conseil Constitutionnel.

The Conseil Constitutionnel is expected to issue its ruling within three months.

NON-PROFESSIONAL ASSETS REMAIN ISF-EXEMPT IF HELD THROUGH SUBSIDIARY OF A COMPANY ELIGIBLE TO THE PROFESSIONAL ASSET EXEMPTION

The French wealth tax (impôt de solidarité sur la fortune, ISF) is a yearly tax payable by individuals on the basis of the net value of their assets as of January 1 of the relevant year of taxation. Several types of assets, however, are exempted from ISF. In particular, shares held in companies in which the relevant individuals exercise their professional activity may be exempted from ISF under the so-called professional assets exemption (PA Exemption).

In the case at hand, two individuals were holding the shares of a real estate agency company (ACo) of which there were also managers. ACo was inter alia holding the shares of an asset management company (BCo), BCo was inter alia holding the shares of a real estate investment company (CCo), and CCo was holding six real estate companies, which were each holding a real estate property located in France.

The FTA denied the PA Exemption to the taxpayers on the basis that, in their opinion, the real estate properties held by the DCos were not necessary to the activities of ACo (i.e., the company in which the taxpayers were holding shares and on which they were claiming the PA Exemption for ISF purposes).

In a decision dated October 20, 2015, the French Supreme Court (Cour de Cassation) held that, although Article 885 O ter of the FTC does provide that the PA Exemption applies only to the fraction of the value of the shares corresponding to the assets that are necessary to the professional activity of the relevant company, it must be applied in a strict manner. It follows that such Article applies only to the company in which the relevant taxpayers hold shares and on which they claim the PA Exemption, notwithstanding the activities and assets of the direct or indirect subsidiaries held by such company.

As a result, the real estate properties held by the DCos could not be taken into account by the FTA to deny the PA Exemption claimed on the shares of ACo, since they were held by an indirect subsidiary of ACo.

Such decision could furthermore be regarded as providing useful guidance in relation to the extension (currently pursuant to the official guidelines issued by the FTA, despite several legalization efforts) of the PA Exemption to the shares of a holding company (provided inter alia that such holding company actively participates in the management of the company in which the relevant individual exercises his professional activity or in the group to which such company belongs—so-called active holding or holding animatrice concept).

NOTEWORTHY ABUSE OF LAW COMMITTEE OPINIONS

Pursuant to the abuse of law procedure (AoL), the FTA may, under certain conditions, recharacterize a given transaction if they can prove that it is either fictitious or exclusively tax motivated. If the tax authorities attempt to recharacterize a given transaction under the AoL procedure, the dispute may be forwarded (either by the taxpayer or the tax authorities) to the committee in charge of abuse of law matters (Comité de l'Abus de Droit Fiscal, AoL Committee).

While the AoL Committee is an independent body whose object is to issue nonbinding advisory opinions, such opinions are in practice closely followed as they (i) shift the burden of proof, for any subsequent litigation, to the party with which the AoL Committee did not agree, and (ii) are generally viewed as influential on practitioners and tax courts (inter alia because of the qualifications of the AoL Committee members (three judges from the administrative supreme court, a tax lawyer, a public notary, a chartered accountant, and a university professor).

VAT FORUM-SHOPPING FOUND ABUSIVE

In an opinion dated September 25, 2015, the AoL Committee provided a rare illustration of how the AoL may apply to a transaction under which VAT was avoided by combining the VAT treatments applicable in France, Denmark, and Monaco.

The facts were the following:

  • In 2000, a company (XCo) was incorporated in France to design, build, and manufacture small lightweight helicopters.
  • On April 2, 2008, XCo sent an advance payment invoice to a company incorporated in Denmark (YCo) corresponding to 30 percent of the price of a small lightweight helicopter, and such advance payment was made and booked under the reference "Z."
  • On April 30, 2008, a sales contract was entered into between XCo and YCo for the sale of a small lightweight helicopter (Sales Contract).
  • On September 7, 2009, the helicopter was registered in Monaco by Mr. Z.
  • On December 18, 2009, XCo delivered the helicopter to YCo in Denmark and issued an invoice to YCo for the full amount of the helicopter.
  • On December 23, 2009, YCo handed over the helicopter in Monaco to Mr. Z.
  • On January 13, 2010, the helicopter was sent back to XCo so that airfloats could be installed, test flights performed, and the flying certificate obtained.

The tax treatment was fairly straightforward. The delivery by XCo to YCo was not subject to French VAT under French tax law, and, up until December 31, 2009, sales of means of transportation were not subject to Danish VAT under Danish tax law. A direct delivery of the helicopter by XCo to Mr. Z in Monaco would have given rise to French VAT.

In 2011, the Danish tax authorities informed their French counterpart, pursuant to EU Regulation 904/2010 dated October 7, 2010, that the helicopter was delivered by XCo to YCo in Denmark on December 18, 2009, and then handed over by YCo to Mr. Z in Monaco on December 23, 2009. The FTA thus considered that the Sales Contract had in fact been entered into between XCo and Mr. Z, as YCo, which was allegedly lacking economic substance, had been interposed only to avoid French VAT.

The AoL Committee issued an opinion in favor of the FTA on the basis that although the helicopter was not fully equipped, its delivery by XCo to YCo in Denmark was made a few days before a change in the law that would have made Danish VAT applicable, and it was further followed by YCo handing over the helicopter to Mr. Z in Monaco only five days later. In addition, although YCo had an import-export activity, no satisfactory evidence was provided to support that the delivery of the helicopter to Mr. Z required that the Sales Contract be entered into between XCo and YCo.

NOTEWORTHY EUROPEAN COURT OF JUSTICE CASE LAW

VAT RECOVERY RIGHTS OF MIXED HOLDING COMPANIES

On July 16, 2015, the ECJ decided a number of cases (Beteiligungesellschaft Larentia + Minerva mbH & Co. KG) dealing with the VAT treatment of so-called mixed holdings, i.e., those that, besides owning participations in the relevant subsidiaries, also provide various services to the latter.

The question was: to what extent may these holdings recuperate the VAT charged to them? The answers provided by the ECJ are generally not new, but they have the merit of confirming the principles already laid down where, currently, the tax courts of certain Member States (e.g., France) seem to deviate from these principles.

The starting point is that the relevant holding is receiving dividends distributed by the subsidiaries (which dividends are out of VAT scope), together with the remuneration of the services (administrative, commercial, etc.) provided to the latter (which are fully VAT-able).

The historic decision of the ECJ, in this respect, is the Cibo Participations SA decision of September 2001.

Essentially, a pure holding that does not participate in the management of the subsidiaries has no economic activity and cannot recuperate any input VAT.

On the other hand, a holding that does participate in the management of the subsidiaries has an economic activity, with the consequence that the input VAT may be recuperated as follows.

The basic principle is the allocation rule, where the relevant expense (which has generated the input VAT) has a direct and immediate link with one or more specific underlying operations performed by the holding, i.e., they participate in the price/remuneration received for these operations. The second principle is the one where the expense is qualified as a "general expense," i.e., it is linked not to a specific operation but to all of the holding's operations.

Under the above principles, where the holding is involved in the management of all subsidiaries, the input VAT of the holding is fully deductible to the extent it is deemed to have an economic activity.

The ECJ also dealt with the specific case where the holding is involved in the management of certain subsidiaries, but not all of them. In such a situation, the court decided that not all of the expenses may be treated as "general expenses" and, accordingly, the relevant Member States must come up with an allocation rule that would objectively reflect the expenses that are not linked to any economic activity (and for which the input VAT would not be recoverable).

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
Nicolas André
Similar Articles
Relevancy Powered by MondaqAI
Dentons
Kramer Levin Naftalis & Frankel LLP
 
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
Dentons
Kramer Levin Naftalis & Frankel LLP
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