France: Outsourcing And Transfer Of Undertakings Under French Law: Protection Of Employee Rights And Obligations Towards The Works Council

Last Updated: 17 July 2007
Article by Jerome Debost

INTRODUCTION

There is a long tradition of transfer rules under French law. Since 1928, French law has been providing for the continuation of employment agreements in the case of a transfer of the employer’s "undertaking" to another employer.

The purpose of this rule is to protect employment: whenever an undertaking is transferred to a different owner, the new owner must keep the employees who used to contribute to the running of the undertaking.

The French Labor Code provides that "in the event of a change in the employer’s legal situation, notably, as a result of inheritance, sale, or merger of the undertaking, a change in its legal form or its incorporation, all employment contracts in force on the date of this change in the employer’s legal situation continue between the new employer and the undertaking’s staff".

This rule has been extended by French case law to similar fact patterns of transfer of undertakings not expressly provided for by the Labor Code.

Similar provisions were enacted at the European level in 1977. Current European rules on employee transfer are now contained in Directive #2001/23 of March 12, 2001. (The original Directive 77/187/EEC was subsequently amended by Directives 98/50/EC and 2001/23/EC). To a large extent, French transfer rules were already in line with European rules when the latter became binding in France. Only slight changes had to be made in order for French law to be in line with European rules.

This presentation will first address the notion of transfer of an undertaking, and secondly, the legal obligations before and consequences of the transfer of an undertaking.

NOTION OF "TRANSFER OF AN UNDERTAKING"

Confusions to be avoided

A transfer of shares is not a transfer of an undertaking

In the case of a share transfer, the legal entity of the employer is not modified. Only the shareholders change. Therefore, in this type of situation, there is no "transfer of undertaking" within the meaning of the French transfer rules.

An agreement between the transferor and the transferee is not required for an undertaking to be deemed transferred

The typical case scenario where French transfer rules apply is the situation where the assets of an undertaking are sold to a new owner ("cession de fonds de commerce"), which requires the existence of a sale-and-purchase agreement to be entered into between the seller and the buyer.

However, French transfer rules can also apply in situations where the transfer is not achieved through an agreement between the former and the new employer. Hence, the requirements for a transfer of an undertaking can sometimes be met in the following case scenarios:

  • 1st case scenario - A company outsources a line of business to a service provider: there is an agreement between the transferee and the transferor;
  • 2nd case scenario - A company terminates an outsourcing contract and concludes a new outsourcing contract with a new service provider: no agreement between the transferee and the transferor;
  • 3rd case scenario - A company terminates an outsourcing contract and takes over the line of business performed by a service provider: no agreement between the transferee and the transferor.

An undertaking can be transferred to a state-owned entity

Where the requirements for the transfer of an undertaking are met, the employees are transferred to the new employer, even if the latter is a state-owned entity.

For example: A city decides to terminate an outsourcing contract for the running of a harbor with a private company and runs the harbor itself.

However, the transfer of employees raises an issue when the new employer must propose a public law employment agreement ("un contrat de travail de droit public"), which usually entails radical changes to the previous contractual terms and conditions, which the employee is not entitled to refuse.

Notion of "transfer of an undertaking"

In addition to the situations of transfer of assets expressly listed under the relevant provision of the French Labor Code (i.e. inheritance, sale of an undertaking, merger or incorporation of an undertaking), the notion of "transfer of an undertaking" has been extended by the French Supreme Court ("Cour de Cassation") to similar situations.

In doing so, the French Supreme Court defined the general notion of a transfer as "a transfer of an autonomous business entity that keeps its identity and whose business is continued after the transfer" ("transfert d’une entité économique autonome conservant son identité et dont l’activité est poursuivie ou reprise": Empl. Div. Supreme Court, March 16, 1990, n°86-40.686).

An autonomous economic entity

The "autonomous economic entity" is defined by French courts as "an organized grouping of persons and tangible or intangible assets allowing the performance of a line of business that pursues its own objective" ("un ensemble organisé de personnes et d’éléments corporels ou incorporels permettant l’exercice d’une activité économique qui poursuit un objectif proper") (Empl. Div. Supreme Court July 7, 1998, n°96-21.451).

Tangible assets = buildings, equipment, goods, inventory, manufacturing machines, etc.

Intangible assets = customers list, patent, trademark, commercial lease, etc.

There is no strict "autonomous economic entity" test. In order for an economic entity to exist, the key elements associated with the undertaking activity in question must be present. For example, in a labor-intensive business, the key element may simply be the function itself; there may be no assets associated with the undertaking. The French Supreme Court thus upheld the existence of a transfer in a case where a supermarket took over an undertaking promotion activity previously run by a subcontractor on the grounds that the supermarket had taken over most of the qualified employees associated with this business promotion activity (Empl. Div. Supreme Court September 24, 2002, #00-44.923).

An undertaking that is ancillary to the main business activity can "pursue its own objective", according to case law. The outsourcing of support services can therefore raise a transfer of undertaking issue if a specific team is assigned to the support activity concerned, with its own employees entirely dedicated to that activity and its own supervisors, equipment, and objectives. For example, the French Supreme Court held that the outsourcing of a computer hotline assistance to a service provider was a transfer of undertaking since "this department had specific means in terms of staff and equipment and tended to have its own goals and results" (Empl. Div. Supreme Court January 23, 2002, #02-17.642).

The transferred undertaking must remain identical or similar after the transfer

If a different undertaking activity is run by the transferee, there is no transfer of undertaking. For example, in a case where a commercial lease had been transferred, the Supreme Court held that the employees did not have to be transferred since the transferor sold fabrics whereas the transferee sold clothes (Empl. Div. Supreme Court May 9, .1989, #85-43.623).

Similarly, if the transferred undertaking is run in a totally different manner by the transferee, (i.e. different manufacturing, distribution, management processes), there is no transfer of undertaking under French law. For instance, in a situation where the sale of cars of a certain brand shifted from a sole dealership to multiple dealerships, the French Supreme Court held that the change in the manner of running the undertaking of selling these cars excluded any transfer of undertaking (Empl. Div. Supreme Court May 28, 2003, #02-41.999 and #02-42.008).

Transfer made compulsory by a collective bargaining agreement or agreed by the persons concerned

In some instances where the transfer is not compulsory, it is sometimes rendered mandatory by the relevant branch collective bargaining agreement.

Moreover, where the requirements for the transfer of an undertaking are not met, employees can nevertheless be transferred by agreement of both the transferor, the transferee and the employees.

Whenever there is no transfer within the meaning of the Labor Code, the new employer of the concerned transferred employees is not bound by the collective rules in force within the transferor's undertaking, except insofar as the same extended branch collective bargaining agreement applies to both the transferor and the transferee.

LEGAL OBLIGATIONS BEFORE AND CONSEQUENCES OF A TRANSFER OF UNDERTAKING

Both works councils within the transferor and the transferee must be informed and consulted before the transfer. Although, ultimately, said works councils are not entitled to object to the transaction triggering the transfer, it is essential to abide by this consultation requirement since non-compliance with consultation rules would allow the concerned works councils to obtain a court order barring the transfer and/or file penal actions.

As a result of the transfer, all contractual terms and conditions in force immediately before the transfer will remain in force after the transfer. On the other hand, collective terms and conditions (e.g. rules that flow from a collective bargaining agreement) enjoy a reverse legal treatment: as a general rule, collective terms and conditions in force within the undertaking immediately before the transfer are terminated after the transfer. French law however provides that they remain in force for a transition period during which the new employer is requested to enter into an agreement with employee trade unions setting forth new terms and conditions, failing which the new employer will remain bound by some of the previous collective terms and conditions vis-à-vis the transferred employees.

Legal obligations before the transfer

Prior information and consultation of the transferor and the transferee’s respective works councils

a) The rule

Both the transferor and the transferee must inform and consult their works council prior to the transfer.

Each works council must be informed and consulted as soon as the undertaking transfer project is sufficiently precise for them to be in a position to give their opinion on this project, and necessarily before the project becomes final and may no longer be amended.

Each works council must be informed and consulted on the transaction per se that will trigger the undertaking transfer as well as on possible consequences for the transferred employees with respect to their terms and conditions of employment.

Yet the opinion given by the works council in the information and consultation process is not binding on management. Even if the works council strongly objects to the project, management is free to decide not to amend it, and proceed with its implementation as is.

b) Consequences of non-compliance with the rule

(i) Penal sanctions

Any non-compliance with this consultation rule could result in criminal sanctions for management and the company. The works council can bring a penal action against the CEO/manager or any other person acting on his/her behalf on the grounds that he/she committed a "délit d’entrave" (a criminal offence known as "hindrance to employee representation rights"). Such "délit d’entrave" can give rise to a sentence of up to one year’s imprisonment and/or a fine of up to €3,750. The company itself could also be sentenced to a higher fine (up to 15 times €3,750, i.e. €56,250) on the basis of the same offence.

In addition to penal sanctions, the works council may request, in the same legal action, that management and/or the company be ordered to pay damages in compensation for the lack of consultation.

(ii) Court order prohibiting the implementation of the transaction triggering the transfer of an undertaking

In a separate lawsuit for a summary civil judgment, the works council can request a court order barring management from implementing the transaction as long as the transferor and the transferee's works councils have not been properly informed and consulted.

When management has already started to implement the project, the court will thus order it to stop the project immediately and to properly inform and consult the works council, subject to possibly high late penalties for each day the company has not complied with the court’s ruling. Only once it has complied with the court order will the company be in a position to start the project all over again.

No obligation of prior information of each employee

Although European rules provide that in the absence of employee representatives, each employee to be transferred must be informed prior to the transfer, there is no such provision under French law. For obvious practical reasons, however, and in compliance with European rules, it is useful and recommended, at least when there is no works council, to inform each concerned employee before the transfer that he/she will be transferred to a new employer.

Strict prohibition of dismissals before the transfer

The French transfer rule is a matter of public policy. Hence, the continuation of an employment contract by virtue of this rule is compulsory for both the transferor, the transferee and the employee. This is why dismissals by the transferor of employees before the transfer for economic reasons are highly scrutinized by the courts that usually rule them null and void on the grounds that they breach the transfer rule.

An employee who is dismissed by the transferor in breach of the transfer rules may choose one of the following two options:

  • Option 1: The employee can accept his/her dismissal and be awarded damages for unfair dismissal by the transferor. Moreover, the employee is entitled to file such a lawsuit for damages against both the transferor and the transferee, which will be held jointly and severally liable to pay damages for unfair dismissal.
  • Option 2: The employee can ask the transferee to continue his/her employment contract with the transferor, i.e. request reinstatement and payment of back pay from the date of the transfer to the reinstatement date. Such continuation can be requested by the employee filing a legal action for summary judgment.

The employee’s options are however limited if the transferee informs the employee of its intention to continue his/her employment contract before the end of the notice period. Under such circumstances, the employee has no choice but to join the transferee (option 2).

Hence, whenever an agreement is entered into between the transferor and the transferee, it is essential that the transferee obtain (i) a guarantee from the transferor concerning the list of employees dedicated to the transferred undertaking (ii) as well as a guarantee that no dismissals in breach of the transfer rules occurred shortly before the transfer and it is advisable, if possible as a bargaining matter, that (iii) the transferor agree to be solely responsible and hold the transferee harmless in the event of employee lawsuits against the transferee on the grounds of a breach of transfer rules.

Can employees object to their transfer?

In the Katsikas case, the European Court of Justice held that the employees have a fundamental right to choose their employer (ECJ December 16, 1992) and refuse to work for the transferee. However, European rules do not grant the employee the right to be kept by the transferor. They leave each EU member state the freedom to choose what should be the legal consequences of an employee's objection to his/her transfer.

French case law takes the stance that if the requirements for the transfer of an undertaking are met, the employees assigned to the transferred undertaking are not entitled to keep working for the transferor. Their only options are either to resign or work for the transferee. Any refusal to work for the transferee can justify a dismissal for breach of disciplinary duties (i.e., misconduct).

However, there is a slight exception to the public order nature of the transfer rule: Although an employee concerned by the transfer cannot require that the transferor keep him/her, the transferor can, at its own will, specifically agree to keep an employee who should have been transferred. Indeed, the French Supreme Court upholds a commitment by the transferor to continue employing employees who should have been transferred (Empl. Div. of the Supreme Court, January 9, 1985).

Legal consequences of the transfer

Automatic continuation of employment contracts

General rule

The employment contracts of the employees assigned to the transferred entity automatically continue with the transferee by operation of law.

All contractual terms and conditions in force with the previous employer are transferred with the new employer.

E.g.:

  • the transferee must carry over the employee’s full length of service with the transferor.
  • the transferred employees are entitled to perform the same duties and are entitled to the same compensation levels as with their initial employer.

Conversely, as part of the continuation of employment, the new employer may take into account the employee’s former conduct. The new employer may therefore base a dismissal or disciplinary sanction on recent misconduct committed by the employee during his/her employment with the former employer.

Unless the circumstances under which the amendment to the original employment contract was entered into give rise to a claim of fraudulent avoidance of the automatic transfer of employment contracts, the new employer can have the transferred employees accept such an amendment.

Specific situation of employee representatives

If only part of a company is concerned by the transfer, a prior authorization from the Labor administration is required to transfer employee representatives.

Termination of collective rights

a) General rule applying to collective bargaining agreements:

According to the Labor Code, in the event of the transfer of an undertaking, collective bargaining agreements or company agreements that were in force within the transferor are deemed terminated within the transferee.

This general rule of termination of branch or company collective bargaining agreements is thus the opposite of the rule of continuation of contractual terms and conditions of employment, the rationale being that each employer should be entitled to negotiate with the relevant employee unions specific collective rules adapted to its undertaking.

However, such termination of collective bargaining agreements triggers a specific and fairly complex procedure, which is meant to induce the new employer to negotiate new collective rules that will be binding on the transferred employees rather than simply impose its own rules in lieu of the former rules.

This procedure is as follows:

  • within three months following the transfer, negotiations must be launched with a view to drawing up new collective provisions.
  • Up until a new agreement is entered into and for a period of at least 15 months (a minimum 3 months' notice period + 12 months from the term of the notice period), the transferred employees continue to be entitled to the collective rights in force with their former employer. In addition, if collective rules are in force with the transferee, the collective rules on the same issue, which are most advantageous to the employees, are binding.
  • If no new agreement is entered into within this 15-month period, the concerned collective bargaining agreement or company agreement no longer applies, but the employees maintain their acquired individual rights ("avantages individuels acquis"). Such acquired individual rights are deemed contractual terms and conditions and cannot therefore be terminated without each concerned employee's prior written consent.

The notion of "acquired individual rights" is fairly difficult to grasp, e.g.:

  • If a company collective agreement provides for a monthly premium, the amount of which depends upon the employee's length of service, it will be deemed an acquired individual right. However, the amount of this premium will not be increased as the employee accrues more service after the transfer. The amount of this premium for each transferred employee will remain equal to its amount immediately before the transfer.
  • On the other hand, provisions that concern employees as a group do not constitute individual rights - e.g., company working time rules or employee representation rules.
  • In summary, the termination of collective bargaining agreements in the case of a transfer is subject to a time period, generally of 15 months, during which the terminated agreement survives unless and until a new one is concluded. During this time period, the transferred employees are also entitled to the provisions of collective agreements in force with the transferee. At the end of this time period, if no substitute collective agreement has been entered into, the transferred employees remain entitled to the individual rights that they have acquired under the former collective bargaining agreement, unless an amendment to their employment contract provides otherwise.

The scope of this general rule of termination of collective bargaining agreements must be clearly understood: whenever a branch collective bargaining agreement is in force within the transferor, it will be also in force within the transferee if their main line of business is identical and either the agreement is extended or the transferee is a member of the same employer organization. Under such circumstances, the same branch collective bargaining agreement would simply continue to be in force within the transferee.

b) General rule applying to common practices, atypical agreements and employer commitments

According to French case law, a benefit that has become mandatory as a result of a common practice within the transferor is binding on the transferee. Eg. where the former employer used to grant a thirteen month's salary to all employees each year, it is deemed a common practice, which is carried over to the new employer.

Such common practices are carried over to the new employer in the event of a transfer, but are only binding on the transferred employees, not on employees hired by the transferee before the transfer.

Similarly, collective atypical agreements (i.e. agreements not signed with trade unions, but rather with the works council) and unilateral commitments of the employer are also transferred.

However, the new employer may terminate all such rules by complying with a sufficient prior notice of termination to be given to both the employee representatives and each employee concerned.

c) Specific rules

Although they cannot be addressed in detail herein, it must be stressed that there are several exceptions to this general rule of termination of collective bargaining agreements: there are specific termination rules (i.e. a more straight-forward termination) in the case of a transfer with respect to various types of collective bargaining agreements.

E.g.:

  • Mandatory and optional profit-sharing plans:

They are immediately terminated upon the transfer vis-à-vis the transferred employees.

If no profit-sharing plan is in force within the transferee, the latter must enter into negotiations within six months as from the transfer, with a view to setting up a profit-sharing plan.

  • Savings plan:

The savings plan (whether a collective agreement or a unilateral commitment) can provide that it will not be transferred to the transferee.

In the absence of such a provision, depending on how such scheme was set up (by company collective agreement or unilateral commitment of the employer), the general rules described earlier should apply.

In any event, the savings in the savings plan in force within the transferor can be transferred into the transferee's plan, if any. (Time accrued on the 5-year saving period will be carried over to the new plan.)

  • Optional supplementary retirement scheme:

Depending upon how such a scheme was set up (by company collective agreement or unilateral commitment of the employer), the general rules described above will apply.

Consequences of a transfer of undertaking on the works council members’ and trade union representatives’ term of office

The Labor Code provides that in the event of a transfer of undertaking, the term of office of the transferor's works council members and trade union representatives is maintained, provided the employee representation body sustains its autonomy after the transfer.

E.g. in the case of a merger, if a transferred company that had a company works council becomes a separate entity or "establishment" ("établissement distinct") within the transferee's company after the transfer, the term of office of the trade union representatives and works council members is maintained: The company works council becomes an establishment works council.

Dismissals after the transfer

Dismissals for economic reasons after the transfer can be upheld by French courts if the economic reasons are not solely connected to the transfer.

Moreover, successive employers may enter into an agreement providing for any dismissal-related costs to be split. The Supreme Court upheld an agreement whereby the transferor undertook to reimburse the transferee for indemnities covering pay in lieu of notice and severance pay for employees it contemplated dismissing after the transfer. (Employment Division of the Supreme Court, October 30, 1987).

Allocation between the transferor and the transferee of payments due to the employees in connection with work prior to the transfer

If the transfer of the undertaking is the result of an agreement between the transferor and the transferee, they are deemed jointly and severally liable for all pending payments to be made to the employees. Consequently, the transferee can be held liable for a debt to a transferred employee in connection with work performed prior to the transfer.

However, the transferee can thereafter request reimbursement from the transferor, unless the agreement between the transferor and the transferee provides otherwise.

In any event, the transferee can ask the transferor to guarantee that it made all payments due to the employees in connection with work before the transfer and release the transferee of any liability in the event of claims for such payments from the transferred employees.

In conclusion, the main features of French transfer of undertaking rules are the following:

  • 1: prior information and consultation of the concerned works councils is mandatory;
  • 2: whenever the transaction triggers a transfer within the meaning of the Labor Code, dismissals for economic reasons before the transfer must be avoided;
  • 3: collective redundancies can however be implemented by the transferee after the transfer if they are based on lawful grounds not connected with the transfer;
  • 4: as a result of the transfer, generally speaking, individual contract terms and conditions are maintained whereas collective terms and conditions are terminated.

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
 
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
 
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