UK: Enterprise - For Entrepreneurs, Growth Businesses and their Advisors, Spring 2010, Building an Entrepreneur Country

Last Updated: 22 April 2010
Article by Guy Rigby

REASONS TO BE CHEERFUL

I'm no pundit, but all my senses are telling me that 2010 could be an awesome year for ambitious, well run businesses.

There are many reasons for optimism. The soundbites are encouraging and the global economy is recovering. The UK may be behind the curve but that won't mean a lack of opportunities. At least some of these will come at the expense of less well run, failing businesses, where market share or other assets will be up for grabs.

Entrepreneurs are resilient and individual capitalism is the future. M&A activity will return as the realisation dawns that there may never be a better time to acquire good businesses at realistic prices.

On the other side of the coin, owners who have been unwilling or unable to sell their businesses will reappear. Death, divorce and retirement are a constant and don't disappear in recessions – expect an increase in the number of sellers as the economy plays catch up.

Access to funding is also likely to improve. Expect increased bank lending, more business angel activity and a resurgence in earlier-stage and mid-market private equity.

Entrepreneurial Spirit

It's not a very scientific observation, but the UK has always shown its mettle in times of stress, with ingenuity and collaboration coming to the fore. It will be no different this time as we come out of the recession, with the entrepreneurs and SMEs that employ the vast majority of our population leading us out.

I recently chaired the 6th Entrepreneur Country Forum, which appeared to confirm all or most of this. Debating around the theme 'Politics Not As Usual', speakers and delegates were adamant that if entrepreneurs are to fulfil their potential for driving economic growth and creating jobs, government bureaucracy must be reduced and they must be given proper help through incentives and tax reliefs. There was a general feeling of optimism that the forthcoming general election will bring the focus we so desperately need. For more on Entrepreneur Country, see the feature later in this issue.

Getting Practical

Continuing our theme of optimism, this issue of Enterprise enlists the help of a number of guest contributors and focuses on issues for both growing and established businesses.

Jane Khedair shares her five top tips on preparing a business plan, Darren Shirlaw discusses common pitfalls for businesses during a recession, and Mike Bristow of Arcadian Capital Partners gives his insight on search funds as an option for investors and entrepreneurs.

If you'd like to make your business more environmentally friendly, read Hannah Dobson's article to benefit from the raft of green tax breaks available. And for readers who love a start-up success story, we feature Jason Mohr, the entrepreneur behind ANY JUNK?, a company that is changing the face of rubbish removal in the UK.

CLIENT INTERVIEW - A RUBBISH BUSINESS

Jason Mohr tells Enterprise about reinventing rubbish removal across the UK with his brand ANY JUNK?

Most entrepreneurs take an idea, then build a business model around it. It was quite a different approach for Jason Mohr, who, in 2003, resigned from his highflying City corporate finance job, banked his bonus and searched for an existing business model that he could scale quickly into a national brand. When he came across the Canadian rubbish removal franchise 1-800-Gotjunk, he realised there was a gap in the UK market for a similar business.

He started ANY JUNK? in October 2004 as a man with one van. Today Jason is a man with 26 customised vans, 10 depots across the country and a business with a £3.6m turnover. The company provides collection vehicles and two-man teams to clear all kinds of rubbish from anywhere on a premises, guaranteeing that all waste is disposed of at licensed facilities, with a strong emphasis on reuse and recycling.

ANY JUNK? carries out some 25,000 clearances a year, including refurbishment waste, furniture, bric-a-brac, office equipment, fly-tipped rubbish and old electrical appliances. Around 75% of everything collected is diverted from landfill. This is backed up by a scheme that rewards employees directly for reuse and recycling.

"We offer 24/7 online booking, 48-hour response times, two-hour arrival windows, and our teams clear waste from anywhere on the premises (including sweep-up), avoiding the time and hassle of doing it yourself," explains Jason. "Unlike skips, our volume-based pricing structure means that you only pay for what is removed without needing to guess beforehand the size of container required or worrying about skip permits."

Nationwide Expansion

Jason initially focused on the consumer market with a view to targeting the commercial sector once established. Having reached the critical mass required along with the emphasis on responsible 'green' disposal, ANY JUNK? is now winning contracts with some of the country's largest generators of bulky waste who need it removed on an ad hoc basis. Along with thousands of residential customers, clients include some of the UK's largest landlords, building contractors, facilities management companies, and retail chains along with NHS trusts, universities and housing associations. Today more than 85% of ANY JUNK?'s business is B2B.

"Looking at the big picture, our aim is to double sales every year for the next three or four years. We're definitely not going to franchise the business – the corporate contracts mean we don't need to as these partners are subsidising new growth."

ANY JUNK? does not plan to diversify into cleaning or other related areas.

"Instead, we are concentrating on niche and focus. As a benchmark, 50 million skips are hired every year in the UK, of which 15 million are hired by the domestic market. We don't intend to replace every skip, but we want to take on that market and win a good chunk of it. Our biggest challenge is letting people know we exist. This year is going to be all about raising our profile in the consumer market."

Taking Advantage of the Downturn

Given the economic downturn of the past 18 months, Jason picked an excellent sector for growth. "We were lucky. Although some clients have spent a bit less, we've made up for that by winning new contracts and building market share. We offer clients cost savings, service and environmental responsibility – and before we came along, this just wasn't available.

Recessions can be good for entrepreneurs and growth businesses. In ANY JUNK?'s case, it's helped them recruit higher quality people and negotiate better terms with suppliers.

POLITICS NOT AS USUAL

Entrepreneur Country Forum calls for less bureaucracy, more recognition and more help for entrepreneurs.

The theme was 'Politics Not As Usual' at the sixth Entrepreneur Country Forum. Chaired by Guy Rigby, head of Entrepreneurs at Smith & Williamson, some 360 delegates registered to listen to leading entrepreneurs, politicians and think tank leaders share their views on building the next generation of growth and wealth in the UK and Europe.

Speakers included Bernadette Wightman from Cisco Systems, Sahar Hashemi of Coffee Republic, Matthew Elliott of the TaxPayers' Alliance, Hugh Chappell of TrustedReviews.com, Sir Paul Judge and Derek Wyatt MP.

A "Golden Age" for Entrepreneurship

Keynote speaker Stephan Shakespeare, founder and chief executive of YouGov, spoke of a "post-bureaucratic age" and how this could spell a "golden age" for entrepreneurship. He said the internet has brought transparency, which in turn encourages waste reduction. SMEs currently find it difficult to win business from government, with most contracts usually going to large firms. But in this new age of greater transparency, he predicts that, following the election, government procurement processes will be "opened up" to smaller companies.

Entrepreneur Country founder Julie Meyer agreed. "The 2010 election is crucial for our future economy. We need to see more recognition of, and help for, the UK's entrepreneurs."

Help is Crucial

With research suggesting that 6% of high-growth businesses create 54% of all new jobs, she says it's absolutely crucial that entrepreneurs are given as much help as possible.

"We all understand the pressures our Government is under because of the budget deficit," commented Guy Rigby. "But, in tough times, entrepreneurs have to make inspired and imaginative decisions and the next government will need to behave in the same way."

"While tough choices may be the order of the day, particularly in the public sector, we all believe there need to be incentives for the people who will drive growth and create jobs. If entrepreneurs aren't supported then how can they help the rest of society?"

Survey Confirms Majority of Entrepreneurs Feel Stifled by the State.

The need for the next government to cut bureaucracy and be more accountable to wealth creators was echoed by a recent Entrepreneur Country survey of approximately 180 British entrepreneurs and start-up firms. It found that most high growth businesses feel that a combination of taxes, lack of incentives and bureaucracy have combined to stifle the hopes of many aspiring entrepreneurs. The majority would like to see the size of government reduced and 70% said that their confidence would be lifted by a Conservative government.

Calls for a Helping Hand for Start-Ups

Calling for improvement to the taxation climate, 78% would like a review of entrepreneurs' relief on capital gains to encourage greater investment, while 73% want additional tax breaks for smaller businesses with turnovers of less than £500k. Eradicating National Insurance Contributions and PAYE for all start-ups in the first two years of trading was supported by more than 60% of respondents.

Improving Cash Flow

With many organisations taking 90 days or more to pay, 85% of respondents would like regulations surrounding payment terms to be reviewed. 90% of respondents felt that access to credit or capital must be improved. And to improve the financial climate for entrepreneurial businesses, 70% asked for a single source when applying for government grants.

Confident for the Future

The high growth businesses who responded to this survey are likely to be the people who will lead Britain out of recession and guarantee our return to economic prosperity. With 90% of respondents confident about the opportunities for their businesses in 2010, we can't afford to leave them hamstrung by bureaucracy when they're trying to build leading, often global, firms.

YEAR-END TAX PLANNING CHECKLIST

With 5 April 2010 fast approaching, here are some topical tax saving ideas to consider now

ü Spouses

Married couples and civil partners should ensure they are both using their personal allowances and lower rate bands by equalising the ownership of income-producing assets, particularly if one is subject to 50% income tax rates and/or a restriction on his/her personal allowance.

ü Reduce Income

From 6 April 2010, those with income between £100,000 and £113,000 are subject to an effective rate of tax of 60%. They should consider reducing their taxable income by way of pension contributions and/or charitable donations to prevent a restriction in their personal allowance.

ü Charitable Donations

Charitable donations should be made by the spouse with the highest income level in order to benefit from higher-rate tax relief under the gift aid scheme. Otherwise, lower income taxpayers may incur a tax charge. Gifting investments, such as stocks and shares, may also be more tax-efficient.

ü Use the CGT Annual Exemption

In view of the large discrepancy between income tax and CGT, and to use the CGT annual exemption, investors may wish to invest for capital growth. But consideration should be given to any potential future increase in CGT rates.

ü ISAs

Use the annual savings allowance for Individual Savings Accounts which will increase from £7,200 to £10,200 in 2010/11. The increased allowance already applies to people over 50.

ü Pension Contributions

Advice should be taken to maximise the tax relief attributable to pension contributions.

ü Furnished Holiday Lettings

The tax breaks applicable to UK furnished holiday lettings have been widened to cover those in the EEA, but they are to be scrapped from 6 April 2010, so review any scope to claim tax relief under the revised rules now.

ü Reduce Payments on Account

If income levels are fluctuating and payments on account are required, it may be appropriate to reduce the payments (but consider interest charges, which will arise on any underpayment).

ü Investment Losses

Consider loss claims for any investments which may now be of negligible value. In some instances the loss can be offset against income, which may provide greater tax relief.

ü Gains from Offshore Funds

Consider the early realisation of any gains arising in respect of non-distributor offshore funds, e.g. hedge funds, which are subject to income tax rather than CGT, to ensure lower rates of income tax apply.

ü Accelerate Income and Defer Expenditure

Where possible, income should be accelerated in the current tax year and expenditure deferred. However, HMRC has noted that anti-avoidance provisions may be introduced to prevent such planning.

ü VCTs and EISs

HMRC-approved Venture Capital Trusts and Enterprise Investment Schemes provide tax relief and may be an alternative tax-efficient investment opportunity to pension contributions.

ü Property Relief

If individuals own more than one property they may be eligible to make a principal private residence (PPR) election to maximise PPR relief.

ü Sole Traders and Partnerships

Sole traders and partnerships may wish to consider changing their accounting year-end to bring profits into tax earlier, but at lower rates of income tax. This will crystallise any overlap relief. Consider cash flow as tax liabilities are brought forward. Alternatively, with lower rates of corporation tax the conversion to, or introduction of, corporate entities may be appropriate.

ü Review Borrowing Structure

Anyone with tax-efficient borrowing opportunities, such as the self-employed or those with investment properties, may wish to review their borrowing structure to ensure maximum tax efficiency.

ü Inheritance Tax Planning

Those planning for IHT should make full use of annual exemptions such as the £3,000 annual allowance and regular gifts out of income if considering lifetime gifts. Consider IHT reliefs such as agricultural or business property relief, and the nilrate band.

ü Review Wills and Life Assurance Policies

Now is a good time to review wills and life assurance policies, ensuring that the latter are written into trust.

ü Trusts

Trustees should note that the 50% income tax rate applies to all income, i.e. without the benefit of the £150,000 band that applies to individuals. Trustees may wish to review trust deeds to see if distributions can be directed to beneficiaries who are subject to lower rates of taxation and also whether converting a discretionary trust into a revocable life interest is appropriate.

GREEN TAX BREAKS

Hannah Dobson looks at some environmental taxes and reliefs beneficial to SMEs.

Company Vehicles

From April 2010 for five years, electric company cars used for private purposes will be exempt from company car tax. Electric vans will also be exempted from the van benefit charge. In addition, subject to the Government confirming the state aid position, 100% first year capital allowances will be available for capital expenditure by businesses on new electric vans.

Plant and Machinery

Businesses can claim energy efficient plant or machinery allowances. These offer the opportunity to claim first year allowances of up to 100% of the expenditure incurred, or the opportunity to surrender losses generated by the allowances in return for a tax repayment.

Research and Development

Many companies miss out on tax relief by failing to claim R&D tax credits or relief. It is worth re-assessing the way the R&D claims are put together to maximise the tax relief, as the categories of qualifying expenditure have widened.

Business Premises Renovation

The business premises renovation allowance is a temporary tax relief introduced to incentivise individuals and companies to renovate certain vacant premises.

Land Remediation Relief

Land remediation relief allows businesses to claim corporate tax relief for costs incurred in the clean up of contaminated land.

Climate Change Levy

Energy intensive sectors who have entered into climate change agreements entitling them to a reduced rate of climate change levy will see the reduced rate increase from 20% to 35%.

Patent Box

In order to build on incentives to invest in innovative industries, the Government is introducing a 'Patent Box' from April 2013. This will essentially be a reduced rate of corporation tax of 10% on the income from certain patents.

Get Specialist Advice

It is worth seeking advice to find out whether your business qualifies for any of these or other green tax breaks. They can provide valuable tax reliefs, improve your cash flow and increase both pre- and post-tax profits.

GET YOUR BUSINESS PLAN RIGHT

Jane Khedair, managing director of Business Plan Services, shares the key issues to be considered when preparing your business plan.

It's important to get your business plan right the first time round, because your business may not get a second chance. Here are the top five issues to consider before putting pen to paper.

  1. Work out who your business plan is for to make sure that you address the requirements of that audience type.
  2. Start by thinking 'big picture' and keep focused to create a 'vision' for your business in, say, three years' time. If you don't know where you are going, it is hard to work out how to get there.
  3. Make sure that you can clearly identify the market before you design a product so that you can be sure that you are filling a need rather than trying to create demand.
  4. Listen to potential customers to size your market from the bottom up rather than the top down, enabling you to understand what is important to them rather than assuming that the whole market will attach equal importance to what you intend to sell. Not everyone will be your customer.
  5. It is unwise to propose a valuation for any equity finance you want to raise, since this will serve only to set an upper limit to such a valuation, leaving little or no room for negotiation.

Taken from: Successful Business Plans – Get Brilliant Results Fast by Jane Khedair and Michael Anderson

Business Plan Services operates in association with the London Business School, providing independent business planning assistance. Drawing on a team of 80 consultants, they manage the process from nurturing new ideas and business planning, to delivering a complete business plan to senior management for budgetary approval and implementation.

The Government's Train 2 Gain funding programme, available to businesses based in Greater London with five or more employees, can be used to offset 60% (£875) of the cost of the firm's new 'Successful Business Plan Programme'.

POSITION YOUR BUSINESS FOR THE UPTURN

Business coaching expert Darren Shirlaw looks at five common pitfalls for businesses during a recession.

If you want your business to grow quickly out of the recession, make sure you seize the opportunities available to take maximum advantage.

1. Timing

There are four stages to economic cycles.

  • Down – as the market heads south into
  • a bear market
  • Drag – as the market bounces off the bottom but drags out in a flat period
  • Release – the market spikes downward initially and then releases into a new period of growth
  • Up – the market moves into the new bull market

The opportunity lies in spotting the stages quickly and investing accordingly.

2. Risk Profile

Most businesses reduce risk during a recession. But this can send them into a 'sell low, buy high' spiral and mean they are out of step with the timings outlined above. Successful businesses monitor their risk profile and adjust their tactics and take the 'buy low, sell high' strategy.

3. Wind or Unwind

Once the market starts to improve, many owners/managers will still have their foot on the brakes, operating their business in 'unwind' mode, reluctant to change without seeing plenty of evidence of being out of the recession. Businesses that delay 'winding up' again may miss the boat for initial growth through being too cautious.

4. Micro vs Macro Focus

During a recession many businesses become 'micro-focused' and concentrate on the small details. It's important not to lose sight of the bigger picture. Ensure 'micro' strategies are aligned to your growth or 'macro' strategies, or you could be playing catch-up once the market picks up.

5. Industry Cycles

Owners often get caught up in the 'doom and gloom' across the economy and fail to watch cycles within their own industry. Remember that not all industries move in sync with the economy overall.

Shirlaws is an international business coaching organisation for owner-managed businesses. Shirlaws, in association with Smith & Williamson, is running 'Splash', a programme showing owners how to position themselves for the upturn.

SEARCH FUNDS – THE BEST INVESTMENT ASSET CLASS?

Mike Bristow, managing partner of Arcadian Capital Partners, considers the search fund model for investors and entrepreneurs.

First developed across the Atlantic in the 1980s, after consistently delivering an internal rate of return (IRR) of more than 32% in the US, the search fund model is gaining momentum in the UK. The 2007 Stanford Business School study of 61 search funds concluded an average 52% IRR for investors, making it an exciting asset class that allows investors to achieve exceptional returns and support talented entrepreneurs to acquire and run a business.

Capital is raised from around ten investors in two stages. The first stage is the 'search fund', which requires £20k to £25k from each investor to finance the search for a high-potential business (covering search costs and a modest salary for the entrepreneur). Once a target is identified, the investor has the option (but not the obligation) to invest directly in the identified company (usually £150k to £300k each) and receive a 'stepped-up' equity slice of the investment.

The search fund model couples the talent, motivation and energy of the entrepreneur with clear and proven criteria for the target acquisition. Suitable acquisitions are normally healthy, cash-generative, market-proven businesses with growth potential which are operating in fragmented sectors. Target businesses are typically £5m to £20m in revenue and £5m to £15m in enterprise value, with scope for the entrepreneur to add considerable value and exit over a three-to-five-year horizon.

Investors are often themselves entrepreneurs or angel investors who want a more interesting and rewarding investment. Simon Webster of the British Search Fund Association, who raised the first search fund in the UK in 1991 and grew his acquired business from £3m to £30m revenues (profit from £400k to more than £2m), securing very strong returns for his investors, says: "Not only can search funds generate strong returns, they also allow investors to get involved with young and ambitious entrepreneurs."

According to Webster there are at least four search funds currently being raised in the UK. He believes that once British investors become familiar with the model, there will be scope for many more.

RAISING THE PERFORMANCE BAR

Hugh Margesson discusses the importance of managing performance effectively to achieve more in your business with fewer staff.

When profits or budgets are under pressure, you need your people to be motivated and productive and to understand how their hard work helps your business to survive and thrive. But experience tells us that raising the performance bar can be challenging, particularly if you've already been through a cost-cutting exercise. Here are some ideas to help you get it right.

  1. Be clear about what you expect in terms of output as well as input. These expectations may be performance standards, which are likely to stay the same throughout the year, or objectives which have specific deliverables attached.

  2. Agree with each person exactly what is required of them, as well as how you will measure their performance. If this involves big changes to standards or targets, explain the context to the employee and offer some practical support. Remember that an impossible target will simply be demotivating.

  3. Monitor performance regularly and discuss this with each employee. You can use a range of methods including simply observing their work, informal discussions, team meetings and third-party feedback (e.g. from customers or other managers and team leaders in your organisation).

  4. Make your performance reviews meaningful. It's better to have short, more frequent face-to-face discussions about performance rather than relying on an annual or half yearly formal review process. Regular one-to-ones allow you to provide feedback to employees immediately – recognising good work, providing guidance or challenging under-performance.

  5. Make sure that your managers and supervisors understand the importance of good performance management, and don't forget to check that they have the skills and confidence to do this well.

So how are you managing performance at the moment? Are your systems fit for purpose in a turbulent economy? Do your managers have the skills and confidence to get the best from your people? If not, now is the time to plan for better performance management in 2010.

TEN KEY HOOKS FOR INVESTORS IN EARLY STAGE BUSINESSES

Guy Rigby looks at ten of the key issues investors will be considering when they meet you or read your business plan.

1. First Impressions

Most investors will decide whether to progress within the first 30 seconds of any discussion, or within a minute or two of picking up your business plan. Think about your approach, test it on your friends and practise it to perfection. Don't fall at the first fence.

2. Demonstrable Need

Where is 'the pain' and what is the need for your particular product or service? Most businesses offer 'me too' opportunities which are not obviously exciting to an investor. Show how and why yours is different. Is it better, faster, cheaper or is there another reason why you will succeed when many others fail?

3. Existing Revenues

Raising money for a business with pre-existing revenues is far easier, as demand has been partially proven. The beginnings of a customer base will carry huge weight in any discussions.

4. Strategy

What is the future for your business? Do you have a vision and is it realistic? We've all seen those 'hockey stick' shaped graphs showing an embarrassment of riches only a year or two down the track. Don't be tempted to over-promise and under-deliver.

5. Business Plan

The credibility of your proposal will be reflected in the quality of your business plan. An idea may be good enough to gain the backing of family and friends, but a poorly presented or badly researched plan won't cut the mustard with serious investors. If you fail to plan, you plan to fail!

6. Business Model

Your business model will determine how and where you make your profits and how you will build long-term value in your business. A model that requires huge revenues to deliver small profits is inherently unattractive, whereas a business in a niche market with high barriers to entry will get potential investors excited.

7. Financials

Businesses go bust because they run out of cash, so be sure to understand your financials. Margins, overheads, working capital and cash flow will always be part of any discussion. Remember that small businesses are normally cash constrained and prone to overtrading, so the investor should understand how you will manage this.

8. You

What is your track record and what experience do you have in your sector? Most successful entrepreneurs create businesses based on their passion or experience. If this is limited, get the support of a mentor or partner.

9. Pricing

Don't be tempted to overvalue your business. Nothing will put an investor off more quickly than an excessive or unsupportable valuation. The more you need, the more you will have to give away, so be realistic, cut your cloth to fit and take in as little external funding as possible.

10. Exit

It's very easy for investors to put money into your business, but how will they get it back? Taking in external funds means that you need to think about exit, having a clear strategy and plan. This may change as the business grows, but you need that stake in the ground.

These are just some of the issues an investor will be thinking about, often subconsciously, in the short time that he focuses on your business. If you've thought it all out beforehand and you can tick all the boxes, you'll have a greater chance of success. Good luck!

ENTREPRENEURS' TOOLKIT: GROWTH THROUGH ACQUISITION

The Challenge

Growth can be achieved quickly by making acquisitions, but be aware that statistically most acquisitions do not ultimately create value for shareholders.

The Solutions

Acquisition Versus Organic Growth

  • Identify the key reasons for making an acquisition
  • Consider the alternatives, eg recruiting key staff from your competitors
  • Understand the demands that an acquisition will make on your time
  • Be realistic about the costs of lawyers and other professionals
  • Consider the cultural implications for both businesses

Select Your Target Carefully

  • Be specific in the type of target you are seeking
  • Prepare a detailed acquisition plan and identify what you are buying
  • Be certain that you have the skills to run the business post acquisition
  • Carry out a valuation and set your acquisition parameters
  • Ensure you have the financial resources to complete the deal

Try to Identify Synergies Before Proceeding

  • Consider the proposed structure of the acquisition
  • Be confident that synergy is available so that "2+2=5"
  • Avoid diversification which rarely presents opportunities for synergy
  • Make sure any apparent cost savings are really deliverable and assess their financial implications
  • Consult your sales team on opportunities for cross selling

Do not Cut Corners with Due Diligence

  • If your own team is carrying out your commercial due diligence, make sure it covers all the bases
  • Consider external market research where appropriate
  • Accounting due diligence should be historic but also involve a detailed model of the combined business for the next two years, at least
  • Legal due diligence should uncover any 'skeletons in the cupboard'
  • Don't forget IT, intellectual property, pensions and similar areas

Be Meticulous with Post Transaction Integration

  • Be prepared for your senior team to be heavily involved post transaction
  • Don't operate in a mirage of optimism
  • Tough decisions may be necessary
  • Focus heavily on financial information systems and improve them as a priority if needed
  • Don't underestimate the commitment which may be required

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.

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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.

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