UK: Weekly Tax Update - Monday 17 October 2011

Last Updated: 20 October 2011
Article by Richard Mannion

1. Private Clients

1.1. Child Trust Fund Changes

Regulations have been laid to bring forward the expiry date of Child Trust Fund vouchers from 12 months to 60 days (for vouchers issued on or after 1 January 2012) and increase the annual subscription limit from £1,200 to £3,600 with effect from 1 November 2011.

The £3,600 corresponds with the annual subscription limit for Junior ISAs available from 1 November 2011 for those who do not have a Child Trust Fund.

www.legislation.gov.uk/uksi/2011/2447/contents/made

2. Business tax

2.1. Entitlement to corporation tax loss relief on a change of ownership

This case concerned the taking over of a UK business by a Swiss company (Mindpearl AG) and entitlement to use brought forward losses of the trade taken over. The case was argued that EU treaty article 43 (restrictions on the freedom of establishment of nationals in another member state, now article 49 of the 2010 consolidated treaty on the functioning of the EU) applied, so that there should be equality between the provisions in ICTA s343 (now CTA10 s941) and ICTA s768 (now CTA10 s673) so that entitlement to loss relief on a change of ownership should be equal whether taking over shares in a company (where there is a 50% continuous ownership requirement) or taking over the activities of a business (where there is a 75% continuous ownership requirement).

Mindpearl AG (a 100% subsidiary of Swissair AG) took over the business of a German company operating a call centre for an alliance of airlines. The German company was owned to the extent of 40% by Swissair, 20% by Sabena, 20% by AOM Minerve SA ("AOM") and 20% by Transportes Aereos Portugueses SA ("TAP"). Swissair also owned 49.5% of Sabena and 49% of AOM, so its effective interest in the German company was 59.7%. The Tribunal concluded EU treaty article 43 did not apply as the claimant was a Swiss company and therefore dismissed the appeal. They also concluded that, as the rules on availability of brought forward losses on a change of ownership (whether through change of ownership of a business or a company) applied equally to companies whether they were UK or non UK based, this was not discriminatory and they found the difference between the treatment of companies and businesses (with respect to the 75% and 50% ownership requirements) difficult to regard as discriminatory.

www.bailii.org/uk/cases/UKFTT/TC/2011/TC01400.html

2.2. EU Taxation Commissioner Semeta speech

In a speech on 11 October EU Commissioner Semeta discussed the European Commission's tax policy and main projects, commenting that:

  • In his opinion the time had come to move ahead with active and voluntary negotiations on the Common Consolidated Corporation Tax base (CCCTB).
  • He will shortly propose a strategy to address double taxation in the direct tax arena.
  • That following the green paper on the future of VAT, he will by the end of the year propose to the Commission broad objectives for the future of the VAT system and recommend that they pursue a number of concrete actions as a first step.
  • He will notably improve the communication channel between business, national tax authorities and the Commission and ensure easier access to information on VAT in the EU for businesses.
  • He foresees the use of environmental tax as an important factor in restructuring energy tax to assist the EU's goals with respect to climate change and energy policy and in achieving a shift away from the burden of taxes on labour.
  • He views the recently proposed financial transaction tax as complementary to other regulatory tools in working towards developing a safer financial environment for business and citizens in the EU.

http://europa.eu/rapid/pressReleasesAction.do?reference=SPEECH/11/650&format=HTML&aged=0&langua ge=EN&guiLanguage=en

2.3. OECD proposals for amendments to the permanent establishment article of the model treaty

The OECD has issued a consultation on proposed reforms to article 5 (permanent establishments) of the OECD model treaty. The proposals cover the following points:

  • The determination of whether a permanent establishment exists is to be determined independently of provisions that apply to profits derived by that enterprise. So for example the profits from a farm or apartment rental office (immovable property, covered by article 6) may or may not be associated with a permanent establishment in the same state.
  • Whether a permanent establishment is to be regarded as 'at the disposal of' a business is to be considered in the light of whether an enterprise can make use of a place to the extent and for the duration it chooses to pursue its own business plan and activities and at the exclusion of the resident enterprise if necessary. In the case of a computer consultant working at a client's premises for say a 20 month project that included preparation for and delivering training sessions (in rooms made available for that purpose), that would constitute a place of business at the disposal of the consultant.
  • The fact that a business in a country is converted from say a supplier to a contract manufacturer, does not on its own create a permanent establishment of the foreign establishment which it supplies.
  • Whether or not a home office constitutes a location at the disposal of the enterprise will depend on the facts and circumstances of each case. There is further text to illustrate the dividing line between what does and does not constitute a permanent establishment.
  • A ship or boat that navigates within territorial waters or in inland waterways is not fixed and does not, therefore, constitute a fixed place of business (unless the operation of the ship or boat is restricted to a particular area that has commercial and geographic coherence). Business activities carried on aboard such a ship or boat, such as a shop or restaurant, must be treated the same way.
  • The general rule is that a permanent establishment can be deemed to exist only if the place of business has a certain degree of permanency, i.e. if it is not of a purely temporary nature. A permanent establishment does not normally exist unless it is in existence for a minimum period of six months. The proposals introduce some examples of exceptions which include: (i) An individual resident of State R rents a stand at a commercial fair in State S for 15 consecutive years where he sells sculptures during a period of five weeks each year. In that case, it could be considered that the time requirement for a permanent establishment is met due to the recurring nature of the activity regardless of the fact that any consecutive presence lasts less than 6 months; (ii) where an individual associated with film production sets up a restaurant facility (for example at a property which is at their disposal) in a foreign country for the duration of a filming project, that restaurant is situated in the country for the whole of that business's life. It will therefore constitute a permanent establishment even if for less than six months. However where a company which is a resident of State R and which operates various catering facilities in State R would operate a cafeteria in State S during a four week international sports event, that is a temporary establishment in State S.
  • Further text is to be added to clarify that where a foreign enterprise's personnel are temporarily seconded to a subsidiary in another state, clearly to work on the business of the subsidiary in that other state, but for administrative reasons the employment contract is not changed, the foreign enterprise should not be considered to be carrying on its own business at the location where these individuals will perform that work.

Other proposals put forward cover the following issues:

  • Main contractor who subcontracts all aspects of a contract
  • Application of paragraph 3 to joint venture and partnership activities (whilst members of a partnership would each have a permanent establishment if the partnership had one, the situation would be different in the case of a true joint venture that did not constitute a partnership.)
  • Meaning of place of management
  • Additional work on a construction site
  • Must the activities referred to in paragraph 4 be of a preparatory or auxiliary nature?
  • Relationship between delivery and the sale of goods in subparagraph 4 (a)
  • Does a development property constitute a PE? (An enterprise acquiring the use of facilities for storing, displaying or delivering its own goods or merchandise does not as a result of that fact alone create a permanent establishment if it is maintained for the purpose of storage, display or delivery. However this does not apply to goods or merchandise which comprise real property or data)
  • Do goods or merchandise cover digital products or data?
  • Carrying on various activities listed alternatively in subparagraphs 4 (a) and (b)
  • Negotiation of import contracts as an activity of a preparatory or auxiliary activity
  • Fragmentation of activities
  • Meaning of 'to conclude contracts in the name of the enterprise'
  • Is paragraph 5 restricted to situations where sales are concluded?
  • Does paragraph 6 apply only to agents who do not conclude contracts in the name of their principal?
  • Assumption of entrepreneurial risk as a factor indicating independence
  • Activities of fund managers (the European Venture Capital Association put forward a request for clarification on when certain fund activities constituted a permanent establishment. It was agreed each case was very dependent on particular facts and circumstances, but the consultation contains some further guidance using an analysis of the application of the concepts of 'enterprise of a Contracting State' and 'permanent establishment' in the case of a venture capital fund set up as a limited partnership
  • Clarification of paragraph 8 of the Commentary on Article 5
  • Activities of insurance agents.

www.oecd.org/dataoecd/23/7/48836726.pdf

2.4. Updates to HMRC Corporate Finance manual and debt/equity swaps

HMRC recently updated its corporate finance manual for the following:

  • Clarification that trade 'bad debts' are within the loan relationships rules.
  • Guidance updated for Corporation Tax Act 2010.
  • New guidance on debt/equity swaps (CFM33204).
  • Paragraph added (to CFM35810) on amounts disallowed subsequently written off.
  • Clarification of the definition of 'financial institution'.
  • Further details of what an application to reduce the chargeable profits of a CFC should include (CFM93050).

In relation to the new guidance on debt/equity swaps, the guidance formerly at CFM33200-33202 (last amended on 16 July 2010) has now been amended to cover CFM33200 – 33204 (new pages 33203 and 33204). The guidance covers situations where CTA09 s322 (4) applies, when no credits need to be brought into account under the loan relationship regime on the release of a debit where the release is in exchange for equity.

The previous guidance commented:

This does not mean, however, that a release of debt merely needs to be accompanied by an issue of shares in order to come within the exemption. The legislation requires that the release is 'in consideration of shares'. It will not apply if, on the facts, the creditor has no interest in being a shareholder in the debtor company and is releasing the debt gratuitously, with shares being issued merely to obtain a tax advantage for the debtor company - see examples below.

Whether or not a debt has been released in consideration of shares will depend on the facts in any particular case. HMRC staff should not argue that S322(4) does not apply solely because there is a wide disparity between the debt released and the market value of the shares that are issued, although exceptionally there may be other facts that point to part of the debt having been released for no consideration.

The updated guidance now comments:

In the majority of cases, there will be no doubt that a debt/equity swap that forms part of a commercial debt restructuring, undertaken as an arm's length transaction, will fall within the exemption in CTA09/S322(4).

There is no requirement for the shares issued by the debtor company to be held for any particular length of time. Indeed, regulatory capital requirements may lead a bank to sell on the shares received as part of a debt/equity swap.

Commonly any on-sale of the shares will be to an unconnected third party. On the other hand there may, for example, be arrangements (contractual or other) in place for the lender to divest itself immediately of the shares to a company connected with the borrower for nominal consideration. If so, the consideration the lender receives may be the cash it gets, not the shares; the release of the debt may be entirely gratuitous and a realistic view of the transaction may be that the shares are issued merely to obtain a tax advantage for the debtor company.

A new example is added (the examples are on CFM33203 instead of CFM33202) to indicate a situation where HMRC would consider the lender had no real interest in becoming a shareholder and the release would therefore be taxable for the borrower. This might occur where the lender enters into arrangements to immediately sell the shares back to a person connected with the borrower.

It is understood the revised guidance sets out what HMRC have been approving in clearances concerning the application of CTA09 s322.

www.hmrc.gov.uk/manuals/cfmmanual/updates/cfmupdate061011.htm

3. VAT

3.1. Letting of storage units

The First Tier Tribunal has heard another case concerning the VAT treatment of storage units. This case concerned UK Storage Company (SW) Ltd, which entered into contracts with customers whereby the customer had access to a storage unit (consisting of steel cladding with a roller door that was assembled as a unit on site and slotted into a concrete base by lifting and dropping the unit into place using a vehicle with a telescopic boom). Although the units were moveable and the contract was structured so as to be a licence rather than a lease, the overall nature of the supply might be regarded as the entitlement to use storage facilities on land for an agreed term. In common with other storage providers there was a term in the contract which indicated UK Storage Company (SW) Ltd would have the right to require the customer to move his stored items to a new unit.

HMRC initially asked for the case to be stood over pending the outcome of an appeal to the Upper Tribunal in the case of David Finnamore trading as Hambridge Storage Services (Tax Update 9 May 2011). HMRC's appeal was lodged on 5 July 2011. This is outside the normal 56 day time limit (the First Tier Tribunal decision was released on 2 February 2011) and so HMRC would have to apply for permission to extend the time limit and show good grounds for doing so. The stand-over action was refused and the Tribunal heard the case.

HMRC contended that the units were not immovable property as they could be easily moved and the contract did not guarantee exclusive possession of the land for the period of the contract. In the event that the company was engaged in the letting of immovable property HMRC contended that this was only one element of a composite supply which would need to broken down for VAT purposes.

The taxpayer contended that the storage units were a building forming part of the land within the meaning of the EU VAT directive and that the customer did effectively have exclusive use of the unit through the licence and that therefore the contract was a grant of an interest or right in or over land for VAT purposes and therefore VAT exempt in the absence of an option to tax.

The Tribunal concluded that the storage units could be regarded as much more permanent and immovable than the units in the case of David Finnamore and taking account of all the circumstances could be considered as immovable property. They considered the main reason for the clause in the contract providing that the company could require the customer to move units was to prevent the customer establishing that he had a lease, rather than any substantive need to move customers to different units. They also concluded that the essential feature of the transaction was a single supply of a licence to occupy, rather than a combination of separate services the customer was looking for. They therefore concluded the supply was an exempt supply of land and allowed the appeal.

www.bailii.org/uk/cases/UKFTT/TC/2011/TC01394.html

3.2. Partial exemption special method and hire purchase transactions

The dispute between Volkswagen Financial Services (UK) Limited ("VWFS") and HMRC concerns what is a fair and reasonable apportionment of residual input tax on costs incurred by VWFS in a particular sector of its business, the Retail sector, which is one of a number of sectors included in VWFS's approved partial exemption special method ("PESM"). Specifically, the dispute relates to the recovery of residual input tax in respect of hire purchase transactions which, it was accepted, involved both a taxable supply of the vehicle being financed, and an exempt supply of finance.

VWFS's preferred methodology was to quantify the ratio of taxable transactions to total transactions, counting every HP agreement as two transactions (one taxable, one exempt), every leasing transaction as two transactions (both taxable) and every fixed price service and maintenance contract as one (taxable) transaction. On this basis, 50% of the residual input tax referable to HP transactions is recoverable.

HMRCs preferred method was to allocate input tax between HP transactions, leasing transactions and service and maintenance contracts on a contract count basis and then to apportion the tax using the value of taxable and exempt outputs in each sub-sector. In relation to HP transactions, however, no account was taken of the value of the vehicle. This substantially eliminated the taxable value of the HP transactions, and resulted in most of the residual input tax apportioned to those transactions being irrecoverable.

The Tribunal concluded that a partial exemption special method that provides for the partial attribution of the residual input tax incurred by VWFS to the taxable supplies of vehicles that it makes available under the HP transactions is fair and reasonable, whereas one that does not so provide is not fair and reasonable. As this was the only dispute on the methodology adopted by VWFS, it followed that the Tribunal decided that VWFS's methodology was fair and reasonable, and HMRC's proposed methodology was not.

www.bailii.org/uk/cases/UKFTT/TC/2011/TC01401.html

3.3. Place of supply and business establishment

The Court of Justice of the European Union has clarified that in relation to supplies of staff to business customers established in the EU (but in another country to the supplier) or to any customer located outside the EU, where a person has established the seat of his economic activity in country A from which he is supplying the staff, that is sufficient for him to establish that he does not have a taxable presence in country B. The place of personal residence of the taxable individual would only be relevant if there was no link between the economic activity of the supply of staff and the business establishment of the taxable person.

The case concerned a businessman who relocated his personal residence and business to Austria. While he operated the business from Austria and was VAT registered there, as a matter of fact it was found that he was personally resident in Germany. The business activity was the supply of staff to German customers to perform transport services throughout Germany. Under the EU VAT directive the place of supply of these services in the case of cross border supplies to business customers is the place where the services are consumed, and therefore the business customers in this instance needed to account for VAT using the reverse charge procedure. The German authorities had attempted to assess the owner of the supplying business for the VAT, contending that he should have been VAT registered in Germany as a result of his personal residence in the year in question.

The place of supply of staff would be covered by the general VAT rule now set out in the articles 43 and 44 of the EU VAT directive. The case is of interest for the interpretation of the place of establishment of a business. Guidance now applicable on this concept is set out in EU regulations 282/2011, and at article 10 this is described as follows:

The place where the business of a taxable person is established shall be the place where the functions of the business's central administration are carried out. In order to determine the place [where a taxable person is established] account shall be taken of the place where essential decisions concerning the general management of the business are taken, the place where the registered office of the business is located and the place where management meets. Where these criteria do not allow the place of establishment of a business to be determined with certainty, the place where essential decisions concerning the general management of the business are taken shall take precedence. The mere presence of a postal address may not be taken to be the place of establishment of a business of a taxable person.

http://curia.europa.eu/jurisp/cgibin/ form.pl?lang=en&alljur=alljur&jurcdj=jurcdj&jurtpi=jurtpi&jurtfp=jurtfp&numaff=c- 421/10&nomusuel=&docnodecision=docnodecision&allcommjo=allcommjo&affint=affint&affclose=affclose &alldocrec=alldocrec&docdecision=docdecision&docor=docor&docav=docav&docsom=docsom&docinf=do cinf&alldocnorec=alldocnorec&docnoor=docnoor&docppoag=docppoag&radtypeord=on&newform=newfor m&docj=docj&docop=docop&docnoj=docnoj&typeord=ALL&domaine=&mots=&resmax=100&Submit=Re chercher

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
Richard Mannion
 
In association with
Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions