United States: DOL Issues Additional Guidance On Fiduciary Rule

On January 13, 2017, the U.S. Department of Labor ("DOL") issued a second set of guidance on its new fiduciary rules, which are scheduled to become effective on April 10, 2017. The guidance was issued in the form of FAQs ("FAQs") and is the second round of guidance to be published by the DOL prior to the effective dates of the new rules.1 Earlier in January, the DOL issued FAQs directed at consumers instead of practitioners that contain general information about the new fiduciary rules.2


In April 2016, the DOL issued a regulation3 (the "Regulation") that greatly expanded the scope of persons who would be deemed fiduciaries under ERISA4 and the Internal Revenue Code (the "Code") when dealing with retirement plans and IRAs. As revised, any broker-dealer or financial intermediary, including individual advisers or registered representatives employed by them ("Financial Institution") that makes any suggestions as to how or where a retirement investor should invest may be a fiduciary. Given the prohibitions under ERISA and the Code regarding self-dealing by fiduciaries, the expanded definition effectively proscribes the use of commissions and other variable compensation in dealings with retail retirement investors unless the transaction can fit into an available exemption.

Of particular interest when dealing with retail retirement investors are two new exemptions released by DOL in April 2016: the Best Interest Contract Exemption ("BIC Exemption") and the Principal Transactions Exemption ("Principal Exemption"). The DOL's first set of FAQs, issued on October 27, 2016, addressed a number of issues under those exemptions.5

The latest round of FAQs do not address the exemptions that accompanied the Regulation, but rather speak to a number of exceptions to the Regulation, such as (a) communications that are not considered recommendations that would be subject to the Regulation, (b) non-fiduciary investment education communications, (c) non-fiduciary general communications, (d) communications that qualify for the seller's carve-out, and (e) communications that qualify for the platform exception to the Regulation.

Guidance from the FAQs

The FAQs address a number of important topics as summarized below.

(a) What Communications are Considered "Recommendations"?

In general, under the Regulation, a person making a "recommendation" to a retirement plan investor for a fee is considered an investment fiduciary to that plan. The FAQs confirm the formulation in the Regulation that a "recommendation" is a communication that, based on its content, context, and presentation, is a "call to action" that would reasonably be viewed as a suggestion that the advice recipient engage in or refrain from taking a particular investment-related course of action, such as buying, holding, or selling a particular investment, or as a recommendation on managing investments or investment accounts. Q&A 1.

Financial Institutions and Employees of Financial Institutions. The FAQs provide that internal communications that Financial Institutions make to their own employees in their capacities as employees are not considered recommendations. Q&A 2. By the same token, employees working for a Financial Institution who develop reports, recommendations and products for their employer as part of their normal job responsibilities would not be considered to be giving fiduciary investment advice under the Regulation. Q&A 3. If, however, any such communications were forwarded or made available to retirement investors, an analysis would need to be conducted to determine whether those materials would be considered a recommendation. Q&A 2.

Explanation of Law or Plan Terms vs. Investment Recommendations. The FAQs make clear that explanations by a retirement adviser to a retirement investor of (i) what the law requires with regard to a retirement plan, such as required minimum distributions from the plan, or (ii) what action will be taken under the terms of the plan without the participant's consent, such as the automatic cash-out of small account balances of terminated participants, are not considered fiduciary investment advice. Q&As 4 and 5. However, a recommendation by an adviser as to how any funds distributed from the plan should be invested would be considered fiduciary investment advice. Q&A 4.

Retirement Adviser Not Responsible If Advice Not Followed. The FAQs also clarify helpfully that an adviser is not responsible for any action a retirement investor takes against the recommendation of the adviser. In that instance, however, the FAQs state, under the general fiduciary provisions of ERISA or the adviser's agreement with the retirement investor, the adviser may still have an ongoing responsibility to monitor the retirement investor's investment decisions. Q&A 6.

Retirement Advisers Can Continue to Receive Third-Party Fees under Offset Arrangement. The FAQs confirm that DOL guidance preceding the issuance of the Regulation is still valid. DOL Advisory Opinion 97-15A provided that an adviser may receive revenue sharing or other fees from a mutual fund in which a retirement investor is invested, so long as the agreement between the adviser and the retirement investor expressly provides for a fee offset. Under the fee offset provision permitted by the Advisory Opinion, the agreement between the adviser and the retirement investor must provide that any third-party fees received by the adviser as a result of the retirement investor's investment in the mutual fund would be used to pay all or a portion of the compensation that the retirement investor would otherwise be obligated to pay to the adviser. In addition, the retirement investor would be entitled to any such fees that exceed the retirement investor's liability to the adviser. Q&A 7.

(b) What Communications are Considered Non-Fiduciary Investment Education?

The FAQs also elaborate on the categories of communications that are considered under the Regulation to be educational and non-fiduciary in nature: (i) plan and investment information (e.g., communications describing the investment objectives, risk and return characteristics, historical return information, and related prospectuses of various investment alternatives without specifically recommending any investments); (ii) general financial, investment, and retirement information (e.g. information on standard financial and investment concepts, such as diversification, risk, and return, etc.); (iii) asset allocation models (e.g., information regarding hypothetical asset allocations based on generally accepted investment theories that does not make a specific investment recommendation); and (iv) interactive investment materials (e.g., questionnaires, worksheets, software to enable workers to estimate future retirement needs).

Information About Plan Terms or Operation vs. Recommendation. The FAQs clarify that a factual explanation of the features of an annuity alternative (such as an optional life income feature) that is provided under a plan would be considered non-fiduciary plan information, as long as the appropriateness of any such feature as an investment is not discussed. Q&A 8. Likewise, information given by a call center employee to a retirement investor regarding the benefits of increasing plan contributions in order to maximize a company matching contribution is plan information and not fiduciary advice. Q&A 9. A recommendation, however, by an employer that a plan participant increase his or her contributions to a plan in order to maximize the employer matching contribution is not considered investment advice only if, as is almost always the case, the employer does not receive a fee in connection with such communication. Q&A 10. The difference between information and a recommendation is a thin line.

Receipt of Fees Does Not Convert Educational Information into Fiduciary Advice. The FAQs clarify that the receipt of a fee by the provider of general educational information to a retirement investor, including information regarding rollover options, does not convert what is otherwise non-fiduciary educational information into fiduciary advice. Q&A 12. If, however, after providing such educational advice the provider refers the retirement investor to a third party who provides investment advice, and the provider receives a referral fee from the third party, that would be fiduciary investment advice, and also a prohibited transaction, unless the provider were able to avail itself of an applicable exemption. Q&A 13.

Brokerage Window Options Can be Narrowed Without Causing Fiduciary Status. The FAQs state that a plan can offer a limited set of the investments available under a brokerage window (for example 15 investment options out of 2,000 available) and qualify under the asset allocation model prong as non-fiduciary educational information, as long as the retirement investor is provided with information regarding (i) the other investment alternatives in the limited set that have similar risk and return characteristics, and (ii) where information on those investment alternatives may be obtained. Q&A 15.

Interactive Investment Materials. The FAQs provide that a plan service provider's interactive investment tool that requests information from a retirement investor regarding such investor's age, expected retirement date, current retirement savings, annual retirement contributions, etc., that it uses to generate the future retirement income needs of the participant can qualify as educational interactive investment materials and not fiduciary advice. Q&A 11.

(c) What Kinds of Information are Considered Non-Fiduciary General Communications?

Under the Regulation, general communications are not considered fiduciary investment advice if a reasonable person would not view the communication as an investment recommendation. Examples of general communications include general circulation newsletters, television, radio, and public media talk show commentary, remarks in widely attended speeches and conferences, research or news reports prepared for general distribution, general marketing materials, and general market data.

Communications Made at Widely Attended Seminars Not Considered Fiduciary Advice if Individual Retirement Investors Not Allowed to Attend. The FAQs provide an example of a communication that is considered general and non-fiduciary under the Regulation because it is given at a "widely attended" conference. In the example, the conference, sponsored by a broker-dealer, is generally open only to professionals in the retirement industry, including retirement plan fiduciaries, but is not open to individual retirement plan investors. The example provides that the conference has approximately 300 attendees. The FAQs provide that in those circumstances, a speaker's presentation about the features of a 401(k) plan annuity product, including its flexible pricing features, how it can accommodate a variety of broker-dealer compensation structures, and the value it would provide for "many" 401(k) plans, would be considered a non-fiduciary general communication, as long as the speaker's comments did not purport to be making specific or individualized retirement investment recommendations. Q&A 16.

Communications Made at Dinner Seminars Are Considered Fiduciary Advice. The FAQs provide another example in which a free dinner seminar is given by an investment adviser to potential retirement account clients. The FAQs conclude that such a gathering is not considered a "widely attended" speech or conference that would be considered general and non-fiduciary. The FAQs go on to say that a reasonable person might consider statements made by the investment adviser to be investment recommendations even if the statements were made to all of the attendees. Q&A 17.

Two of the relevant factors in the two contrasting examples appear to be the size of the conference and whether any individual retirement investors are in attendance.

Recommendation to Hire Oneself or a Third Party Non-Fiduciary Not Investment Advice. The Regulation provides that a recommendation to hire a third party to manage securities or other investment property held in retirement accounts is a fiduciary communication. The FAQs clarify that recommendations to a retirement account client to hire a non-fiduciary record-keeper is not fiduciary advice, although a recommendation to hire a third party to serve as an asset manager or adviser would constitute fiduciary recommendation. Q&A 18.

In a similar vein, the FAQs provide that a representative of a Financial Institution who explains the services provided by the Financial Institution, and they state that the Financial Institution is a recognized leader in providing high quality services with low fees is not considered to be giving fiduciary investment advice because (i) the Financial Institution through the representative recommended itself, not a third party, to manage retirement account assets, and (ii) the representative did not recommend any particular "account type or service." Q&A 19.

Note: The exception from giving fiduciary advice for recommending oneself is limited to the services that the person would provide and does not extend to a recommendation to purchase any particular retirement investment. The FAQs, without explaining what an "account type or service" in (ii) above is, appears to assume that embodied within an "account type or service" are particular securities with respect to which the representative would be giving fiduciary advice.

(d) How Does the Independent Fiduciary or Seller's Exception Apply?

The Regulation contains an exception to applying fiduciary status to a party who provides investment recommendations to a retirement account, called variously throughout the history of the proposed and final Regulation as "the seller's exception", "the seller's carve-out", or "transactions with independent fiduciaries with financial expertise." One requirement for the applicability of the independent fiduciary exception is that certain disclosures must be made by the investment adviser (who seeks to rely on the independent fiduciary exception) to the retirement account's fiduciary. Another requirement is that the investment adviser must know or reasonably believe that the retirement account fiduciary is a bank, insurance carrier, registered broker-dealer, registered investment adviser, or independent fiduciary who manages or controls at least $50 million.

Establishing the Status of the Independent Fiduciary. The FAQs confirm that in meeting the $50 million under management requirement, amounts can be aggregated from the fiduciary's retirement and non-retirement accounts and from multiple investors. Q&A 20. In addition, the FAQs confirm that the requirements are deemed met if a retirement adviser reasonably relies on representations of the plan fiduciary that it meets those requirements. The FAQs provide that a party could reasonably rely on written disclosures from the plan fiduciary that it manages at least $50 million and will notify the retirement adviser in writing if the amount of investments drops below $50 million. Q&A 21. The FAQs do not address whether "deemed representations" in disclosure documents (e.g., a statement in a disclosure document that a purchaser of the security is deemed to represent that it meets the requirements of the independent fiduciary exception) can be relied on by an adviser for purposes of the independent fiduciary exception.

Broad Application of the Independent Fiduciary Exception. The FAQs confirm that this exception applies to any transaction related to the investment of securities or other investment property, including advice regarding entering into investment advisory and investment management arrangements. Q&A 22. The FAQs also confirm that the exception to fiduciary status applies to communications with a representative of a fiduciary who is a registered investment adviser; provided that the representative is acting under the control and supervision of the registered investment adviser. Q&A 23. Further, the FAQs confirm that the independent fiduciary exception is available to a retirement adviser who gives recommendations to an IRA retirement investor; provided that the IRA is represented by a fiduciary who meets the requirements of the independent fiduciary exception and the retirement adviser reasonably believes that the fiduciary is responsible for exercising independent judgment in evaluating the transaction. Q&A 25.

Individual Retirement Investors May Attend Meetings Between Fiduciary and Adviser. Since the issuance of the Regulation, there has been some question as to whether the independent fiduciary exception requires that the retirement investors who are being protected by the independent plan fiduciary are required to be absent from any meeting between the plan fiduciary and the investment adviser where investment matters are being discussed. Thankfully, the FAQs clarify that the application of the independent fiduciary exception will not be invalidated by the presence of a retirement investor at a meeting with the retirement investor's registered investment adviser fiduciary who meets the requirements of the independent fiduciary exception; provided that the retirement adviser reasonably believes that the registered investment adviser is acting as a plan fiduciary with responsibility for exercising independent judgment in making a fiduciary recommendation to the retirement investor with respect to the transaction at issue. Q&A 24.

Participant in Plan Can be Independent Fiduciary, but IRA Owner Cannot. The FAQs clarify that a corporate officer, who is a participant in a retirement plan sponsored by the corporation, can be a fiduciary that meets the requirements of the independent fiduciary exception; provided that the officer manages at least $50 million, which can consist of a combination of retirement plan and non-retirement plan assets. Q&A 27.

Even though a participant in a qualified plan can be a fiduciary to that plan that meets the independent fiduciary exception, the FAQs clarify that an IRA owner cannot qualify as the fiduciary of his or her own IRA. This somewhat non-intuitive conclusion results according to the FAQs because under the Regulation, an IRA owner is not a fiduciary with respect to the IRA, and so therefore it cannot be an "independent fiduciary" as required under the independent fiduciary exception. Q&A 26.

Requirement that Fiduciary be "Independent." The FAQs discuss the requirement of the independent fiduciary exception that the fiduciary for the plan be "independent", noting that the Regulation does not specifically define "independent", but that the preamble to the Regulation provides that whether a party is independent for purposes of the Regulation will generally involve an analysis of whether there exists a financial interest, ownership interest or other relationship, agreement, or understanding that would limit the ability of the party to carry out its fiduciary responsibility to the retirement investor beyond the control, direction, or influence of other persons involved in the transaction. The preamble to the Regulation further provides that parties would likely not be independent in any of the following circumstances: (i) the parties belong to a group of corporations under common control or are members of an affiliated service group; (ii) the transaction includes an agreement designed to relieve the fiduciary from any responsibility to the plan or IRA; (iii) the fiduciary is under substantial control and close supervision by a common parent of the parties; or (iv) a fiduciary receives compensation in violation of ERISA's self-dealing prohibited transaction rules. Q&A 28.

Fiduciary Can be Considered Independent Even if it Receives Third Party Compensation. In applying these concepts to the question of whether a plan fiduciary could be considered independent if it receives indirect compensation in the form of revenue sharing or 12b-1 fees, the FAQs concludes that the plan fiduciary could be considered independent if (i) the fiduciary had no common ownership or control affiliation with other parties involved in the transaction; (ii) the fiduciary meets the requirements of the BIC Exemption (presumably to exempt any self-dealing prohibited transaction issues); and (iii) there is no agreement or understanding between the fiduciary and other parties involved in the transaction that would limit the fiduciary's ability to carry out its fiduciary duty to the plan. Q&A 28.

Although the FAQs do not mention this, it would also seem possible to establish the independence of a fiduciary without meeting the requirements of the BIC exemption in (ii) above by ensuring that any third-party payments or revenue sharing payments to the fiduciary were subject to an off-set, as discussed in connection with the discussion above regarding DOL Advisory Opinion 97-15A; see discussion of Q&A 7 above.

Retirement Adviser Cannot Receive any Direct Fees from Plan or IRA. Another issue addressed by the FAQs with regard to the independent fiduciary exception is the requirement that the retirement adviser not receive any fee or other compensation directly from the plan, plan fiduciary, plan participant, or beneficiary, IRA, or IRA owner. The FAQs address an example where the retirement adviser recommends to the plan's independent fiduciary that it use the retirement adviser's model portfolio services and then charges the independent fiduciary a fee for investment advice. The question is whether the fee paid by the independent fiduciary to the retirement advisor is a direct fee for investment advice that would invalidate the use of the independent fiduciary exception. The FAQs helpfully respond that the DOL would not treat the payment between financial intermediaries (i.e., the fee paid by the independent fiduciary to the retirement adviser) as a direct fee for investment advice for purposes of the independent fiduciary exception as long as the fee is not paid with plan or IRA assets, and the plan or IRA does not reimburse the independent fiduciary for its payment of those fees. Q&A 29.

(e) How Does the Platform Exception Apply?

In general, under the Regulation, a person can avoid characterization as an investment fiduciary if it provides a platform or similar mechanism from which an independent fiduciary for the plan selects or monitors plan investment alternatives for an individual account plan; provided that the person markets the platform without regard to the individualized needs of the plan. In addition, a person who identifies investment alternatives for such a platform based on objective criteria specified by the plan's independent fiduciary is also saved from characterization as an investment advice fiduciary, as long as certain disclosure requirements are met.

Group Annuity Contract Can Qualify as a Platform. The FAQs clarify that a platform for this purpose can consist of a group annuity contract issued by an insurance company that provides a range of investment alternatives. Q&A 30. The FAQs also clarify that such an annuity contract would still be considered a platform if the only capital preservation asset class on the platform were the insurance company's own proprietary fixed income separate account. The broader principle of the FAQs is that (i) inclusion of proprietary investment options is consistent with the requirements of the platform exception, and (ii) the existence of only one investment option in certain asset classes does not make the platform exception unavailable. Q&A 31.

Record-Keepers Can Rely on Platform Exception. The FAQs provide that a record-keeper for a plan can rely on the platform exception with respect to a platform that it makes available to plans and for which it provides record-keeping services. Q&A 32.

The FAQs contain an example in which a plan representative requests a record-keeper to provide a list of investment alternatives available on its platform that would meet the plan's investment policy. In the example, the investment policy specifies the asset classes, investment strategy, expense ratio range, risk and return characteristics, and type of investment vehicle for investment alternatives that may be included in the plan. The FAQs provide that the record-keeper could rely on the platform exception in such an instance if it provided a list of all of the investment alternatives available on the platform that meet the requirements of the plan's investment policy statement. To the extent the record-keeper exercises discretion in narrowing the list of investment alternatives, the record-keeper could be treated as providing an investment recommendation if a reasonable person would view the communication as a recommendation that the fiduciary choose investments from the selective menu screened by the record-keeper. Q&A 33.

The FAQs provide that the platform exception is available to a record-keeper who includes record-keeping and other services as part of the record-keeper's platform of investment alternatives, such as access to one or more investment managers to assist a plan sponsor or participant in choosing investment alternatives. The FAQs state that merely connecting plans with investment management firms as an elective option would not necessarily constitute a recommendation that the plan sponsor or participant use the investment management firm for investment advice, depending on the content, context, and presentation of the available services. Q&A 35.


The FAQs provide helpful guidance on a number of issues relating to exceptions to the application of the Regulation. There are still unanswered questions, but more significant in the short run will be the practical effect of the presidential election and whether the Regulation will survive Congress and the incoming administration.


1 https://www.dol.gov/sites/default/files/ebsa/about-ebsa/our-activities/resource-center/faqs/coi-rules-and-exemptions-part-2.pdf

2 https://www.dol.gov/sites/default/files/ebsa/about-ebsa/our-activities/resource-center/faqs/consumer-protections-for-retirement-investors-your-rights- and-financial-advisers.pdf

3 http://webapps.dol.gov/FederalRegister/PdfDisplay.aspx?DocId=28806

4 The Employee Retirement Income Security Act of 1974, as amended.

5 See our earlier client alert on the first set of DOL FAQs: https://media2.mofo.com/documents/161031-dol-guidance-fiduciary-rule.pdf

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP. All rights reserved

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.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
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.


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.


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