Guernsey: Guernsey Proposes New Substance Requirements For ‘Relevant Activities' From 2019

Last Updated: 1 November 2018
Article by Russell Clark, Konrad Friedlaender, Natasha Kapp and Laila Arstall

Most Popular Article in Guernsey, November 2018

2019 Budget Proposal

Guernsey's 2019 Budget is due to be debated by the States of Deliberation (Guernsey's parliament) at its meeting on 6 November 2018. Section 5 of the 2019 Budget sets out proposed changes to be introduced under domestic legislation in order to meet commitments given to the European Union ("EU") in relation to the introduction of economic substance requirements for companies that are regarded as tax resident in Guernsey. These changes are to be introduced through a combination of amendments to existing legislation by a new ordinance, a new regulation and guidance, all due to be published and brought into effect from 1 January 2019.

This briefing note provides a summary of the key changes being proposed in the Budget to introduce substance requirements in Guernsey and the context in which these proposals have arisen.

Background to proposed substance requirements

On 1 December 1997, the Council of the European Union adopted a resolution on a code of conduct for business taxation with the objective of curbing harmful tax competition. In 1998, the Code of Conduct Group on Business Taxation (the "Code Group") was set up to assess tax measures and regimes that may fall within the code of conduct.

In November 2017 the EU wrote to the States of Guernsey, amongst other offshore jurisdictions with low or zero rates of corporation tax, stating that Guernsey, along with other third countries to the EU, had been assessed by the Code Group against new criteria as part of its programme of screening for:

  • tax transparency;
  • fair taxation; and
  • compliance with anti–Base Erosion and Profit Shifting ("BEPS") measures.

No concerns were raised about Guernsey's standards of tax transparency and anti-BEPs compliance. Guernsey was also assessed as compliant with the general principles of fair taxation and was deemed non-harmful in 2012 when it was assessed against the Code Group's criteria at that stage.

The Code Group said that the purpose of the more recent screening programme was to ensure that "jurisdictions should not facilitate offshore structures or arrangements aimed at attracting profits which do not reflect real economic substance". This represents a new criterion, which the Code Group refers to as the '2.2' requirements. In the context of this screening process the Code Group concluded that Guernsey did not have a "legal substance requirement for entities doing business in or through the jurisdiction". The Code Group were concerned that this perceived lack of legal substance requirement "increases the risk that profits registered in a jurisdiction are not commensurate with economic activities and substantial economic presence". On the basis of this assessment, the EU proposed including Guernsey, amongst other similarly identified offshore jurisdictions, on a new list of non-cooperating jurisdictions unless Guernsey agreed to introduce changes aimed at evidencing real economic activity and substance for relevant businesses in Guernsey within the required time frame. The Code Group set out the specific measures and conceptual definitions that they are expecting jurisdictions to adopt to meet the '2.2' requirements in a paper published on 22 June 2018 (the "Scoping Paper"). The Scoping Paper was endorsed by the EU's Economic and Financial Affairs Council ("ECOFIN") and forms the basis against which the new substance requirements will be assessed.

Guernsey's commitment

In response, on 17 November 2017 Guernsey made a commitment to address the Code Group's concerns by the end of December 2018 in order to avoid being placed on the EU's blacklist of non-compliant jurisdictions. Guernsey is therefore currently (as at 11 October 2018) on a so-called "grey list" of 12 other jurisdictions, which have similarly been targeted by the Code Group and have made their own commitments to address issues identified by the Code Group during their screening process.

New law making powers to be introduced into the taw law

The Budget explains that the Income Tax (Guernsey) Law, 1975 (the "Tax Law") is to be amended to enable the Policy & Resources Committee (the "P&R Committee") to make regulations requiring companies carrying on or undertaking relevant and other specified activities to have a substantive presence in Guernsey by meeting 'substance requirements'. The power will give the P&R Committee authority to introduce regulations that:

  • identify activities that will be subject to substance requirements;
  • set out the detailed substance requirements applicable to those activities;
  • introduce sanctions and enforcement measures;
  • enable the obtaining and exchange of information in relation to substance; and
  • provide for the supervision, monitoring and verification of compliance.

These changes will apply to companies that are regarded as tax resident in Guernsey and engage in key activities identified by the EU in its Scoping Paper. They will have to demonstrate as part of their annual tax return that they satisfy the required substance requirements for the relevant period. This will apply for accounting periods commencing after 31 December 2018.

Whilst the current focus is on amending the Tax Law by a new ordinance to enable the introduction of substance requirements by regulation, it is anticipated that Guernsey will be required to consider the introduction of further tax measures to satisfy future tax initiatives and standards in order to demonstrate Guernsey's ongoing commitment to meeting international standards of tax transparency and information exchange. So that Guernsey is able to respond to future demands in a timely and efficient manner the new ordinance will also amend the Tax Law to include regulation-making powers to enable further domestic legislation to be introduced where necessary, whilst preserving the ability of the States of Deliberation to maintain oversight of the regulation making process. This will be done in a manner that mirrors the existing legislative procedures for the implementation of double tax agreements, which are introduced into Guernsey's domestic law by resolution of the States of Deliberation under section 172 of the Tax Law.

Which businesses are affected

The behaviour which the Code Group has identified as being harmful refers to measures that enable a taxpayer to benefit from a low or no tax rate simply by moving to a jurisdiction in which the taxpayer does not have to demonstrate real economic activity and presence and yet can still benefit from the preferential tax regime in a question.

The Code Group has identified the types of business sectors which are both geographically mobile (and therefore can move their operations between different jurisdictions) and have traditionally been the focus of preferential tax regimes (i.e. businesses whose profits are subject to low or no tax). It is for these businesses that the Code Group is keen to have substance requirements in place. The Budget refers to such businesses as carrying on 'relevant activities'.

Businesses conducting relevant activities are:

  • banking
  • insurance
  • fund management
  • finance and leasing
  • leasing headquarters
  • shipping
  • intellectual property
  • holding companies that generate income from any of the above activities
  • holding companies that hold shares in other companies

The draft legislation enables the list of relevant activities to be updated by secondary legislation if required in the future. It is noted that the Budget does not include companies that operate as collective investment vehicles ("CIVs") within the list of businesses carrying on relevant activities. CIVs are subject to supervision by the Guernsey Financial Services Commission (the "GFSC") and in any event, if they have been granted exempt body status under existing legislation, such CIVs would not be regarded as tax resident in Guernsey and would therefore be outside of the scope of the new substance requirements.

Substance requirements

The Budget says the substance requirements will vary for each relevant activity to reflect the different needs of the companies and their respective risk exposure (of artificial profit shifting). The requirements will be aligned to international standards identified by the OECD's Forum on Harmful Tax Practices (the "Forum") as part of their work on BEPs. Whilst the Budget does not set out in detail the substance requirements for each type of relevant activity it is anticipated that the new legislation will reflect the requirements set out in the Code Group's Scoping Paper which refers to the work of the Forum in this sphere. The Budget confirms that guidance to be published by Guernsey's tax authority, the newly rebranded Revenue Service, on the substance requirements will, where appropriate, build on existing regulatory requirements relating to local substance. The Budget states that companies carrying on relevant activities will be required to:

  • demonstrate that they are directed and managed in Guernsey by meeting the statutory requirements to be set out in legislation;
  • carry on Core Income Generating Activities in Guernsey;
  • have adequate and appropriately skilled employees in Guernsey;
  • have an adequate level of annual expenditure incurred in Guernsey; and
  • have an adequate physical presence in Guernsey to reflect the amount of profits accounted for in Guernsey.

Directed and managed in Guernsey

Based on the Code Group's Scoping Paper, it is anticipated that a Guernsey resident company that is carrying on relevant activities will be required to demonstrate the following to meet the statutory requirement that it is directed and managed in Guernsey:

  • its board of directors meet in Guernsey with adequate frequency given the level of decisions required for that business;
  • during board meetings in Guernsey there must be a quorum of directors physically present in Guernsey;
  • strategic decisions must be made at board meetings and the minutes of those meetings must record those decisions;
  • the board of directors as a whole must have the necessary knowledge and expertise to discharge their duties; and
  • all minutes and company records must be kept in Guernsey.

Core income generating activities

The Core Income Generating Activities ("CIGA") for each relevant activity will be defined in the legislation. All companies carrying on relevant activities will be required to report the CIGA activities that take place in Guernsey. The Budget says legislation will provide that these CIGA activities can be outsourced to another entity within Guernsey, provided the outsourcing is adequately supervised by the company and is not used to circumvent the substance requirements. The new legislation will include an anti-avoidance provision to ensure that outsourcing is not used to undermine the principles and purposes of the substance requirement regime.

Adequate

What is regarded as 'adequate' will depend upon the facts and circumstances of each business, including the nature of the business activity and its risk exposure. The Budget says that the requirements are designed to be fair and proportionate. It is anticipated that guidance to be published by the Revenue Service on how the term 'adequate' will be interpreted in practice for different businesses will reflect this approach.

Special rules for IP companies and pure equity holding companies

The Code Group's Scoping Paper indicates that companies that derive their income from intellectual property ("IP") and companies that hold shares in other companies ("pure equity holding companies") should be subject to different levels of substance requirements from those that apply to companies conducting other types of relevant activities.

IP Companies

The Budget confirms that IP companies are to be divided into 'high risk' IP companies and non-high risk IP companies. For high risk IP companies, there will be rebuttable presumption that the CIGA test is not satisfied. The onus will be on the high risk IP company to demonstrate that it has sufficient substance in Guernsey. Even if the company is able to rebut the presumption that it does not meet the substance test, the new regulations will provide power for the Director of Revenue Service spontaneously to exchange information about the company with the competent authority of the EU Member State where either the immediate or ultimate parent company of the Guernsey-based IP company is tax resident. This will be in accordance with approved international agreements or international tax measures relating to the spontaneous exchange of information.

The Budget sets out the characteristics of high risk IP companies as follows:

  • the company holds intellectual property assets but did not create the intellectual property in the intellectual property assets which it holds;
  • the company acquired the intellectual property assets either from an intra-group person, or through funding research and development by another person situated in a territory other than Guernsey;
  • the company licences the intellectual property asset to one or more non-resident intra-group persons or otherwise generates income from the asset in consequence of activities (such as facilitating sale agreements) performed by non-resident intra-group persons; or
  • the company holds intellectual property assets but does not carry on either of the CIGA of research and development or marketing, branding and distribution.

The Budget also states that the periodic decisions of non-resident board members meeting in Guernsey would not be sufficient to demonstrate that a company with income from IP (whether high risk or not) is directed and managed in Guernsey.

Pure equity holding companies

The Code Group's Scoping Paper acknowledges that the tax exemptions/tax benefits available to pure equity holding companies are "based on policy considerations other than notions of value creation". In other words the Code Group is of the view that there may be no correlation between income-generating activities and the preferential tax treatment received. It is therefore anticipated that pure equity holding companies that are tax resident in Guernsey will need to respect all applicable corporate law filing requirements and should have adequate people and premises for holding and managing equity participations in order to meet the requirements set out in the Scoping Paper. This would meet the Code Group's longstanding aversion to 'letter box' and 'brass plate companies'. These are structures and practices that do not feature as part of Guernsey's well-regulated financial services industry. The Budget itself does not set out in detail how pure equity holding companies are to meet the new substance requirements but it is hoped that they will not be subject to higher levels of substance requirements than the Code Group's expectations as expressed in its Scoping Paper.

Sanctions and penalties

The Budget indicates that the new regime will be accompanied by an escalating level of penalties and sanctions for failure to comply with substance requirements. Since the additional reporting under the new regime will be incorporated into the annual corporate tax return, the starting point for ensuring compliance will be existing sanctions for failure to file accurate and complete returns within the given timeframe. Thereafter the Budget indicates that the following sanctions could be applied progressively:

  • financial penalties for substance failure;
  • spontaneous exchange of information concerning the company with any EU Member States where the immediate and ultimate parent entities are tax resident; and
  • the striking off of a company incorporated in Guernsey from the Guernsey Register for failure to comply.

The new sanctions and penalties supporting enforcement of the new regime will be supplemented by powers granted to the Revenue Service to obtain further information, including from the GFSC, in order to verify compliance and support exchange of information. The increased lines of communication between the tax and regulatory authorities in Guernsey will also support further transparency measures to which the EU has asked Guernsey to provide further commitment.

Further transparency measures

The Budget explains that two specific commitments have been requested in the context of further transparency measures. One is in respect of the provision of beneficial ownership information and the other relates to mandatory disclosure rules.

Beneficial Ownership Information

It is proposed that a commitment at political level is given to introducing legislation for the purpose of enabling real-time or close to real-time access to beneficial ownership information by EU tax and law enforcement authorities, on a reciprocal basis, subject to ensuring appropriate data and safeguarding measures are in place. The Budget explains that this would not be a public register. It is understood that EU Member States are currently working towards the establishment of central registries that would be interconnected by 2021. The Budget explains that the political commitment to implement legislation to support the exchange of beneficial ownership information would be in line with previous commitments given in 2016 to help shape an international standard in automatic exchange of beneficial ownership information.

Mandatory disclosure rules

The second political commitment to be proposed in the Budget relates to compliance with the OECD's Common Reporting Standard ("CRS") which was introduced in Guernsey with effect from 2016. The commitment to be given is in respect of the introduction of legislation for the mandatory disclosure of CRS avoidance arrangements and opaque offshore structures. These rules would require promoters of avoidance arrangements and service providers to disclose information on the arrangement or structure to the Revenue Service. Such information would include the identity of any user or beneficial owner and would then be exchanged with the tax authorities of the jurisdiction in which the user and/or beneficial owner is resident, provided there is a relevant information exchange agreement in place between Guernsey and that jurisdiction. The rules would reflect the 'best practice' standards for countering CRS avoidance. In this respect, the Budget explains that the introduction of mandatory disclosure rules is an inevitable part of the compliance strategy of the Revenue Service.

Collaboration and consultation

The Code Group also assessed Jersey and the Isle of Man as lacking substance requirements and required similar commitments from them. Accordingly, the Crown Dependencies have been working together with the aim of meeting their respective commitments to the EU through the introduction of substance requirements under their respective domestic legislation. The British Overseas Territories are in a similar positon but, given the different approach to taxation in those territories, the Crown Dependencies have not engaged with them to the same extent.

Representatives of the Crown Dependencies have had meetings and discussions with the European Commission (Taxation and Customs Union - TAX UD) and the Code Group. They have been assisted in this work by the Channel Islands Brussels Office.

The States of Guernsey has also engaged with representatives of the finance industry and conducted a public consultation in August 2018 in which reference to the Scoping Paper was made, to which over 200 responses were received. The feedback from that consultation has informed the drafting of the proposed legislation and will assist with the smooth implementation of the changes in due course.

Significance of changes

Whilst no concerns were raised by the Code Group regarding Guernsey's standards of tax transparency, and anti-BEPS compliance, the perceived need for substance requirements falls within the Code Group's new criteria under the principles of 'fair taxation'. Prior to this new criterion being introduced, Guernsey was assessed as non-harmful by the Code Group in 2012 and as recently as July 2018 the OECD assessed Guernsey as achieving the highest rating of 'Compliant' based on Guernsey's legislative and administrative regime for tax transparency and exchange of information with partner jurisdictions.

Nevertheless, the States of Guernsey and the majority of respondents to the public consultation on the proposed changes, acknowledge the necessity of complying with the new criterion. The motivation behind adopting the new substance requirement regime is the concern that being included on an EU blacklist could result in sanctions being imposed by EU Member States, which could be damaging for Guernsey's reputation and economy and undermine its status as a well-regulated, transparent and co-operative jurisdiction. This is so especially as the EU Member States have, in parallel to the Scoping Paper, considered a number of defensive measures in both non-tax and tax areas that can be applied to black-listed jurisdictions in a co-ordinated manner.

Thus, although the intention is to introduce new substance requirements to be complied with on an annual basis for certain businesses in Guernsey, the methodology underpinning compliance builds on existing obligations so as to keep the burden of compliance manageable within existing corporate and regulatory rules and practices relating to local substance. By introducing the new requirements and providing the political commitments requested by the EU, it is hoped that Guernsey will continue to maintain its premier position as a well-regulated, tax transparent international financial centre that is committed to the principles of fair taxation.

Next steps

Assuming the Budget proposals have been approved on 6 November 2018, Guernsey is likely to publish the new ordinance to amend the Tax Law followed by the new regulations and guidance setting out the new substance requirement regime in detail and how it is to be applied. The proposed changes are likely to impact at some level all businesses that file tax returns in Guernsey. As further information becomes available the degree to which individual businesses will be impacted will become clearer.

There is a short timeframe within which government is able to draw up the necessary legislation and guidance in order to implement the required changes by 1 January 2019 so as to meet the commitment given to the EU last year. In the meantime companies may like to consider:

  • whether their businesses are likely to be regarded as carrying on relevant activities as listed in the Budget;
  • reviewing their corporate governance procedures and record keeping protocols in the event they are required to demonstrate that the company is directed and managed in Guernsey;
  • assessing levels of staff, expenditure, office accommodation and facilities in terms of adequacy;
  • reviewing outsourcing arrangements;
  • documenting criteria which may be relevant to the demonstration of CIGA and other substance requirements; and
  • reviewing budgets for internal compliance procedures leading to annual tax return submissions going forward.

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
Events from this Firm
10 Mar 2019, Conference, St Peter Port, Guernsey

The International Conference on Private Investment Funds plans to analyse the current market and future of private investment funds, the prospect of changes and updates to regulatory and tax regimes, among other timely topics.

12 Mar 2019, Conference, St Peter Port, Guernsey

For four days the conference provides opportunities to network, learn and transact through premium events, conferences and dedicated exhibition zones.

24 Mar 2019, Conference, Unknown, Jersey

The 9th Global Fund Finance Symposium is organised by the Fund Finance Association to educate members, legislators, regulators and other constituencies about the fund finance market.

Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
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