Worldwide: International Trade & Commodities Newsletter: In-Short V10

Last Updated: 25 January 2019
Article by Clyde & Co LLP

Most Read Contributor in UK, April 2019

Introduction

The commodities markets have seen some turmoil over the last 8 months globally. Within the USA and China, tariffs have been the main cause of disturbance both in the soft and hard commodity markets. Combining this with the unsure future of UK and European trade deals, legal challenges in the next 12 months are promising to be an interesting period of unorthodox opportunities.

With the input of tariffs on steel by the USA, the industry has once again been set back globally and the full effect of this is yet to come. And with the value of copper hitting a 5 year low, alongside the decrease in the value of gold due to a rise in the value of the dollar, the metal trading market is in a period of instability.

In the soft commodities markets we have seen some interesting movements, with the USA's soya bean exports to the world's biggest market, all but disappearing despite the sanctions being removed. This has meant Brazil has seen growth in soya bean exports which has benefited them greatly, since the price of Arabic coffee beans dropped to a 12 year low. Technical advances in farming (growing bananas without soil) matched up with the stability in prices have provided opportunities that look to be strong in the coming year.

The development of financial technology has caused new threats for companies; however the evolving industry is bringing up new opportunities for investment, providing a new dynamic market away from the traditional structure and process. This is likely to have a major effect of the market in 2019.

In this latest edition of In-Short, we look at some of the issues that have arisen in relation to derivatives with the impending approach of BREXIT; how the US have reacted to the continuation of shipping petroleum from the Middle East; the changes to GAFTA regulations and the practical effect of this on the industry; and cyber security breaches that are affecting our clients.

In this issue we cover:

  • OFAC fires shot across the bow of Middle East shipping industry
  • Review of recent Gafta contract amendments
  • More than market access: the regulatory impact of Brexit on EU and UK firms
  • Cyber fraud – follow the money

OFAC fires shot across the bow of Middle East shipping industry

By Patrick Murphy (Partner, Dubai)

OFAC, together with the US Coast Guard and the US Department of State, has just issued a timely reminder of the risks of shipping petroleum products to Syria and Iran.

At the same time that it added 9 persons and entities to the SDN list, whom OFAC suspect were involved in the shipment of petroleum products to Syria, OFAC has reminded the shipping, oil trading and financial institution communities generally that anyone (including non-US persons) who provides support to the Syrian regime by, for example, facilitating imports of oil to the Government of Syria could be designated as a SDN.

The notice also warns persons generally who own, control or insure a vessel that transports crude oil from Iran to Syria, or countries that have not received a reduction exemption waiver, that they could be subject to secondary sanctions penalties for engaging in those activities.

The notice itself does not impose any new sanctions on Iran or Syria; it is, rather, a reminder of the existing US primary and secondary sanctions in force against both Syria and Iran in relation to the sale and transportation of oil cargoes. However, there are two particularly notable elements to the notice. Firstly, it sets out a non-exhaustive list of 35 vessels that are suspected of having delivered oil to Syria between 2016 and 2018. The vessels themselves have not all been added to the SDN list, but the implication of naming the vessels is clearly that the United States has been monitoring carefully their activities and will be monitoring others in the future.

Secondly, it sets out a list of known deceptive practices used to ship petroleum products to Syria, including falsifying cargo documentation such as bills of lading, carrying out STS transfers of cargo at sea, and the disabling of AIS systems to conceal locations. None of these measures are new in themselves; they have been employed for years by parties engaged in "sanctions busting". However, OFAC is saying that it knows this too and is actively on the lookout for parties engaging in such activities.

"OFAC has reminded the shipping, oil trading and financial institution communities generally that anyone (including non-US persons) who provides support to the Syrian regime by, for example, facilitating imports of oil to the Government of Syria could be designated as a SDN"

And it warns others to look out for them as well. In a list of risk mitigation measures, it encourages financial institutions, such as insurers, as well as ship registries, charterers and port operators to look out for AIS manipulation or documentary discrepancies that would be red flags for potential sanctioned cargoes.

Coming just two weeks after the re-imposition of the second tranche of secondary sanctions against Iran, this notice is therefore a timely reminder that shipping and oil trading in the Middle East, with its unique concentration of sanctions risks, is firmly at the centre of US regulatory attention. For those engaged in the industry, the risk mitigation measures identified by OFAC are a sensible starting point for managing sanctions risk. For example, caution should be exercised in relation to suspicious requests in relation cargo documentation (such as issuing bills of lading with suspicious "Eastern Mediterranean" discharge ranges) or when dealing with vessels with suspicious periods of time with no AIS connectivity. With the political climate in the region showing no sign of changing, those risk mitigation measures might well be in force for some time yet.

More than market access: the regulatory impact of Brexit on EU and UK firms

By Owen Williams (Associate, London)

A hard Brexit will not only affect UK firms and gives rise to more issues than just market access.

Much attention has been given to the problems which UK firms will face in accessing EU markets in the event of a hard Brexit. However there are a number of less headline- grabbing changes which firms will also need to consider. These changes will not just impact UK firms and EU firms should not think of Brexit as simply a British problem. Indeed, a number of the changes brought about by a hard Brexit may have a bigger impact on EU firms than on UK firms.

As with any article on Brexit, this one comes subject to the usual caveat that the actual position following the UK's withdrawal from the EU will depend on the terms of any agreement reached between the UK and EU. This article considers what the position would be in the event of a no deal Brexit, assuming no side arrangements are made between EU and UK regulatory bodies.

For commodity traders, some of the most important changes relate to the impact a hard Brexit will have on their status and obligations under the main pieces of legislation governing derivative trading, namely the European Market Infrastructure Regulation (EMIR) and the Markets in Financial Instruments Directive (MiFID II). This article will focus on the ways in which these two pieces of EU legislation are to be "on-shored" in the UK following Brexit, the approach to central counterparties (CCPs), the calculation of the clearing threshold, and the availability of the intragroup exemption, under EMIR, and the calculation of the ancillary exemption under MiFID II.

On-shoring

Readers are likely to be familiar with the general process by which the UK will on-shore EU law following Brexit. Under the European Union (Withdrawal) Act 2018 (the Withdrawal Act), the UK will retain all UK legislation that implements EU Directives and incorporate EU Regulations into UK law.

Unsurprisingly, this is not a straightforward task. It is not possible to simply cut and paste EU legislation into UK law. For example, references to EU agencies need to be replaced with their UK equivalents. For this reason, the Withdrawal Act allows the government to correct deficiencies in retained EU legislation that result from the UK's withdrawal from the EU. .

The UK has published three statutory instruments (some of which are still in draft form) to onshore EMIR under the Withdrawal Act (UK EMIR) and a draft statutory instrument to onshore MiFID II (UK MiFID II). The process of correcting deficiencies in UK EMIR and UK MiFID II may result in some differences in firms' status and obligations after Brexit.

EMIR - Clearing threshold

Both EU and UK firms will have to consider whether their clearing status under EMIR will change following a hard Brexit.

Currently firms whose speculative OTC derivative contracts (as opposed to speculative contracts traded on exchanges) are valued above a certain threshold, known as the "clearing threshold", must comply with stricter risk mitigation rules under EMIR.

In the event of a hard Brexit, UK exchanges will no longer be recognised by the EU and contracts traded on UK exchanges will be classed as OTC. As a result EU firms will need to treat contracts traded on UK exchanges as OTC and include such contracts when calculating whether their speculative OTC trading exceeds the clearing threshold.

Similarly, under UK EMIR, contracts traded on EU exchanges will be considered OTC and UK firms will need to include such contracts in calculating whether they exceed the clearing threshold under UK EMIR.

Thus, a number of firms, both in the EU and UK may find that, following a hard Brexit, they no longer fall below the clearing threshold and may need to reclassify as NFC+.

EMIR - Intragroup exemption

A hard Brexit could mean that companies are no longer able to rely on the intragroup exemption under EMIR.

The intragroup exemption exempts trades between two EU members of a group, or between an EU company and a company in a third-country which benefits from an equivalence decision, from EMIR's clearing obligation.

If Britain leaves the EU without a deal or any equivalence decision, intragroup trades between an EU company and its UK sister company will no longer benefit from the intragroup exemption. As a result, certain EU companies will be required to clear intragroup trades with UK companies.

For UK companies, the position is different. Under UK EMIR, the government has proposed a temporary exemption regime, which will allow UK companies that relied on an intragroup exemption prior to exit day, to continue to rely on this exemption after Brexit. This appears to be one area in which Brexit will have a more direct impact on EU firms than on UK firms.

EMIR - Central Counterparties

One of the main concerns of EU firms over the past few months has been the risk that EU will no longer recognise UK CCPs.

Under EMIR, certain firms are required to clear their OTC derivatives with a CCP which is authorised or recognised by the EU. The vast majority of derivatives are currently cleared through UK CCPs. In the event of a hard Brexit, these UK CCPs will no longer be recognised by the EU for the purposes of EMIR. Thus clearing an OTC trade with a UK CCP will no longer be sufficient to meet the clearing obligation under EMIR.

With an estimated £67 trillion worth of notional derivatives cleared by EU firms on UK CCPs, the EU has recognised that this is an issue which could potentially undermine market stability. On 19 December 2018 the European Commission adopted an Implementing Decision which will allow UK CCPs which were authorised prior to Brexit to continue providing clearing services after Brexit. The European Securities and Markets Authority has said that it is aiming to adopt recognition decisions in relation to UK CCPs well ahead of Brexit. It appears that this is one of the few issues where a hard Brexit should have a limited impact.

MiFID II – Ancillary activities exemption

Following a hard Brexit, firms will need to consider their status under MiFID II. In particular, those commodity traders which currently rely on the ancillary activities exemption will need to ensure that they can still do so after a hard Brexit.

The ancillary activities exemption allows firms that trade commodities derivatives on own account largely for the purposes of hedging to remain outside the regulatory scope of MiFID II. In order to rely on the exemption firms must pass two tests, one of which, the "market share test", compares the size of their speculative trading activity in the EU against the overall trading in the EU in each particular asset class.

In the event of a hard Brexit, trading data from the UK will no longer be taken into account in determining the overall volume of trading undertaken in the EU. In addition, EU firms will no longer have to consider trading done on UK venues when considering the size of their own speculative positions. Given that almost all trading in certain asset classes, such as coal, oil and metal, takes place in the UK, the fact that UK data will no longer be included in the market share test could lead to problems for EU firms. It remains to be seen whether the EU will make any amendments to the market share test following Brexit. However, without UK trading data, the calculations will look quite different after Brexit.

For UK firms, there is a little more certainty. Under UK MiFID II firms must continue to consider trading in the EU in determining their status under the "market share test". Thus most UK firms which currently pass the market share test are likely to continue to do so after a hard Brexit. Again this is another area where a hard Brexit may have a bigger impact on EU firms than UK firms.

More than market access

A hard Brexit will impact commodities firms beyond the obvious market access issues. This article does not provide a complete list of factors which firms will need to consider. However firm's should note that a hard Brexit will require all firms, and not just those in the UK, to look closely at all aspects of their business. Unfortunately this is a task for which there are no short-cuts.

Review of recent GAFTA contract amendments

By Eurof Lloyd-Lewis (Partner, UK) and Sophie Morrison (Trainee Solicitor, UK)

This article was first published in Gaftaworld, December 2018 issue

GAFTA have approved the amendment of a number of its standard form contracts, the most significant of which are the removal of the contractual limitation period, or "time bar", in respect of claims for "amounts payable" from GAFTA Arbitration Rules No. 125 ("GAFTA 125"), and the elimination of the express obligation, in GAFTA No 49, for FOB sellers to have cargo ready at any time during the agreed period of delivery.

GAFTA 125 – Abolition of Rule 2.3

Prior to 1 September 2018, Rule 2.3 provided that:

"In the event of non-payment of amounts payable, either party may notify the other that a dispute has arisen and, within 60 consecutive days from the date of that notice, appoint an arbitrator or apply to Gafta for an appointment of an arbitrator".

A degree of ambiguity surrounded which disputes fell within its remit. Prior to September 2016, the 60 day time bar was triggered by notice that a dispute had arisen as provided for in the "Payment Clause" of the contract. Removal of the reference to "Payment Clause", in the September 2016 iteration, arguably meant that it now applied to all claims for "amounts payable" arising out of the contract.

GAFTA has now decided to remove this rule in its entirety from contracts which incorporate GAFTA 125 entered into on, or after, 1 September 2018.

Save for disputes where arbitrators need to examine samples – the time limit here being counted in days, depending on whether Rye Terms or others are used – the limitation period (being one year) is determined by reference to the parity of the contract (FOB, CIF, etc.), thereby simplifying the time limits scheme.

GAFTA has also removed from the Payment Clause in all of its contracts the term that:

"Amounts payable under this contract shall be settled without delay. If not so settled, either party may notify the other that a dispute has arisen and serve a notice stating his intention to refer the dispute to arbitration in accordance with the Arbitration Rules."

Practical Effect of Change

Traders who incorporate GAFTA 125 into their contracts would be well advised in the event of a dispute to commence GAFTA arbitration proceedings at the earliest opportunity. As a matter of English law, which governs all GAFTA contracts, the commencement of arbitration proceedings in accordance with GAFTA 125, interrupts the running of time, i.e. protects the time limit. This protective measure comes at little or no cost to the claimant, and does not carry an obligation for the parties to immediately progress the reference, so commercial negotiations can continue. Once proceedings have been commenced, the claimant has one year, from the date of commencement, to prepare and serve submissions, or to renew their claim to arbitrate for another year – see clause 4.10.

GAFTA 49

Previously, Clause 6 of GAFTA 49, provided:

"The Sellers should have the goods ready to be delivered to the Buyers at any time within the contract period of delivery".

This term was unique to GAFTA 49.

At common law, under a "classic" FOB contract, where the contract does not state who has the option as to the time of shipment, the buyer is normally entitled to call for shipment at any time during the period. The seller is correspondingly obliged to put the goods on board any ship nominated by the buyer but this does not mean that the seller is bound to have the goods ready at the port of shipment for the whole of the period.

GAFTA 49 provides for delivery at buyer's call, but contrary to the common law position the previous edition required the seller to have the goods ready to be delivered to the buyer at any time within the contractual delivery period. This could be onerous for the seller. Under the new clause, sellers have been relieved of this obligation, but the contract still provides for delivery at "Buyers' Call" so the seller has to have the goods ready within a reasonable time of receiving proper shipping instructions from the buyer.

Practical Effect of Change

This amendment sees a return to the common law position and aligns the contract with the other GAFTA FOB contract forms. As a consequence, a buyer will only have grounds for rejection and termination if the seller fails to load the goods within the contractually agreed delivery period. If a buyer wants the right to terminate because the goods are not available for shipment at any time during the delivery period then an express term must be agreed. This is not however necessarily all good news for FOB sellers as there may be a greater potential for delay which may result in demurrage and detention claims by buyers. Sellers are also exposed to such claims because clause 6 obliges them to continue loading beyond the agreed delivery period, provided that the carrying vessel was presented within it.

Cyber fraud – follow the money

By Andrew Rourke (Partner, UK)

In 2018 we saw clients of all sizes, sectors and domicile affected by cyber-security breaches. Perhaps the most prevalent in the commodities and trading sector was the trend of email hacking and faking. A chain of correspondence between Party A and Party B arranging payment for the sale of goods, for example, is intercepted by hackers who then impersonate the parties using a very slightly altered email address so as not to arouse suspicion. Typically the hackers then advise Party A that the payment account details have been changed and Party A transfers sums to the wrong account.

These altered account details are very often not suspicious in and of themselves. The fraudster's email account may be as subtle as a single letter change to the email domain name. It is not hard to see how even the most sophisticated business may fall victim to such fraud.

Basic checks can help to prevent such fraud, including checking email addresses carefully particularly if there is a change in tone of correspondence or a change to payment details and checking any requested changes to account details via telephone (ideally with a known individual) with your counterparty. Having a strict policy of rigorous checks on account changes can go a long way to solving the problem. Even with the most extensive training procedures for staff, mistakes can still happen and there is no question that as monitoring techniques improve, fraudsters will find alternative ways of disrupting business for financial gain.

In the event payment is made to a fraudulent account, the payer should notify their bank immediately of the suspected fraud. If notified early enough, the paying bank may be able to interrupt the payment or, if not, alert the receiving bank who should freeze the receiving account pending further investigation. Informing the police and, where relevant/ appropriate, the Action Fraud service in the UK or a local equivalent elsewhere is also important.

Employees should also be made aware of the need for care in how they deal with such incidents as, for example, 'tipping off' is an offence under the Proceeds of Crime Act 2002 and, as such, legal advice should be taken as soon as a suspected fraud takes place.

If the payment cannot be interrupted, there are a number of legal steps available in the English courts which may assist in recovering any payment obtained fraudulently. The assistance available from the courts will depend on the specific facts of each case but include:

  1. A 'Norwich Pharmacal Order': Such order requires the receiving bank to disclose certain documents or information about the receiving bank account and the account holder, with a view to tracing the location of the funds. This type of Order is typically obtained where a party knows that wrongdoing has taken place against it but does not know the identity of the wrongdoer, yet can identify a third party who has this information.
  2. A Bankers Trust Order: This is often referred to as a sub-species of the Norwich Pharmacal Order and is available where (i) there is a fairly clear cut fraud and (ii) the claimant seeks disclosure of confidential documents, usually from a bank, to support a proprietary claim to trace assets. This type of relief is only available where, on the face of it, there is a clear case that the relevant funds held by, or passed through, the bank, belong to the claimant. It is also necessary to demonstrate a real prospect that the information might lead to the location or preservation of assets to which the claimant makes a proprietary claim.
  3. A Freezing Injunction: Such order restrains the bank from allowing transfer of the money in the account and/or fraudster from disposing of or dealing with its assets. The purpose of a freezing order is, typically, to preserve assets until judgment can be obtained or enforced. It is often possible to seek a freezing order in conjunction with the above two remedies.

No matter what action is taken, acting quickly is key. The English courts stand willing to assist victims of corporate fraud with urgent applications to freeze monies or trace funds, but if a party is slow to act, the monies are likely to have disappeared, often overseas, with little chance of recovery. In such circumstances, the party who is left out of pocket will have no remedy or will be left to explore claims against its counterparty and/or the bank(s) involved.

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
Similar Articles
Relevancy Powered by MondaqAI
Foley & Lardner
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Foley & Lardner
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please 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