Malta: Professional Investor Funds

Under Maltese law, collective investment schemes that qualify as Professional Investor Funds ("PIFs") are subject to a significantly lighter and more flexible regime than retail funds. Hedge funds, funds of funds, private equity funds, and property funds, would be typical examples of funds that may benefit from being set up as a PIF in Malta.

The Investment Services Rules for Professional Investor Funds, issued by the Malta Financial Services Authority ("MFSA"), cater for a regulatory framework that is both robust and adaptable, allowing managers and promoters to innovate and to develop new products to meet the changing needs of the market. The level of regulation depends on the type of investors targeted, as a distinction is made between PIFs promoted to Experienced Investors, PIFs promoted to Qualifying Investors and PIFs promoted to Extraordinary Investors.

The main advantages of Malta as a fund domicile

We feel that the following are the principal advantages which give Malta a competitive edge in terms of choice of fund domicile:

  1. the level of costs involved (in particular in terms of professional fees) is relatively low and very competitive;
  2. Malta's single regulator and supervisor, the MFSA, is approachable and seeks to provide a timely and efficient service;
  3. PIFs can be self-managed without the need to appoint a third party manager. Furthermore, PIFs do not need to appoint a manager, custodian, administrator or any other service provider who is licensed in or who has otherwise exercised passport rights into Malta (where all underlying investments will be held abroad and the respective services will be provided from outside Malta). It is sufficient for them to appoint any service provider authorised in a recognised jurisdiction for this purpose (including EU/EEA States and jurisdictions with which the MFSA has entered into bilateral or multilateral MOUs). Therefore clients have the flexibility of continuing to use the services of any external service provider licensed in any such jurisdiction with which they are accustomed to work.

    Having said that, should clients so desire, the necessary human and other resources to adequately cater for and provide such fund-specific services and generally all legal, accountancy/audit and other professional services which may be required by funds are also available locally, with a number of local and foreign credit institutions, fund administrators and investment firms having a presence and operating in Malta.
  4. it is possible for a fund to invest in underlying assets through special purpose vehicles ("SPVs"). SPVs can and have often proved to be an efficient tool in tax planning for funds (particularly to benefit from a double tax treaty between Malta and the relevant jurisdiction where the assets are held or to provide the connecting factor between Malta and such jurisdiction where no double tax treaty has been concluded between the two countries, by establishing the SPV in a jurisdiction having a DTT with both jurisdictions), as well as in respect of asset acquisition and holding structures.

The regulatory regime applicable to PIFs, while sufficiently sound to afford the appropriate level of protection to professional investors (and to protect Malta's reputation) is very flexible so as to allow fund promoters to structure their set-ups in the way it best suits their needs and desires. Furthermore, the MFSA continues to update and tweak the local rules in view of maintaining the country's competitiveness in the financial services sector. For instance, the increasing demand for Islamic financial instruments and local stakeholders' drive to secure a presence in this niche market, has spurred a consultation process conducted by the MFSA on how the Maltese regime can accommodate Islamic funding structures and financing vehicles, and has lead the MFSA to issue a Guidance Note for Shari'ah Complaint Funds.

Licensing requirements

Collective investment schemes, including PIFs, require a collective investment scheme licence in terms of the Investment Services Act (Chapter 370 of the Laws of Malta) to issue or create any units or carry on any activity in or from within Malta, or, if the scheme is formed in accordance with or existing under the laws of Malta, to issue or create units or carry on any activity in or from within a country, territory or other place outside Malta.

A PIF may be set up as an investment company with variable share capital (SICAV), an investment company with fixed share capital (INVCO), a limited partnership, a unit trust or a common contractual fund. Usually, clients opt for the corporate form (SICAV) for various reasons (including our detailed regulation of the corporate form under our companies legislation which is largely based on UK company law).

A collective investment scheme may be structured as a multi-fund (umbrella) scheme, with a number of sub-funds thereunder, constituted by one or more different classes of shares (which could be denominated in different currencies), each sub-fund having its own investment objectives, policies and restrictions. The assets and liabilities of each sub-fund are considered to constitute a separate patrimony distinct from the assets and liabilities of (and ring-fenced from the creditors of) the other sub-funds.

The application for a licence to operate a PIF must be made to the MFSA. The MFSA may only license a PIF if it is satisfied that the PIF will comply in all respects with the relevant legislation, regulations and rules and that its directors and officers, or in the case of a unit trust or limited partnership, its trustee(s) or general partner(s) respectively, are fit and proper persons to carry out the functions required of them in connection with the scheme.

Upon submission of all documentation relative to the licence application in draft form (to the satisfaction of MFSA), it usually takes no more than a few weeks for MFSA to issue an in-principle approval in respect of the Fund. This is then followed by a submission of all documents duly signed in original and MFSA issues a licence accordingly (a process which takes a couple of days). We can upon request provide more detailed information of the process and steps involved in applying for a licence.

The PIF may appoint any service provider (e.g. investment manager, adviser, administrator, custodian or prime broker) it deems necessary. However, for Experienced Investor Schemes, the appointment of a Custodian is compulsory. The external service providers appointed by a PIF do not have to be established in Malta. Where all service providers are based outside Malta and the PIF has not appointed a local resident director (in the case of a scheme set up as an investment company), a local general partner (in the case of a scheme set up as a limited partnership); or a local trustee (in the case of a scheme set up as a unit trust / common contractual fund), the PIF has to appoint a Local Representative.

If one or more of the proposed service providers is not based in a Recognised Jurisdiction or is not the subsidiary of a firm that is regulated in a Recognised Jurisdiction1 that retains control of its subsidiary and undertakes to provide all the necessary information to the MFSA, then the promoters should submit an application for preliminary indication of acceptability of a PIF.

It is possible for PIFs to be set up as self-managed funds, in which case the PIF would be subject to a minimum capital requirement (EUR125,000) and certain other supplementary licensing conditions. Self-managed PIFs may establish an in-house Investment Committee, which is expected to hold the majority of its meetings in Malta. The Investment Committee may delegate the day-to-day investment management of the assets of the PIF to one or more Portfolio Manager/s, who will effect day-to-day transactions within the investment guidelines set by the Investment Committee and in accordance with the investment objectives, policy and restrictions described in the fund's Offering Document/ Marketing Document. A more detailed exposition of the rules applicable to self-managed funds is found in Annex 2 hereto.

Redomiciliation

Foreign funds established as a company in jurisdictions permitting redomiciliation, may apply to be registered as being continued in Malta under the Companies Act (Chapter 386 of the Laws of Malta), without the need to wind-up the company and to create a new entity.

Ongoing requirements

The rules applicable to PIFs are formulated as Standard Licence Conditions ("SLCs") established by the MFSA and set out in the Investment Services Rules for Professional Investor Funds. The MFSA may agree to disapply or amend these SLCs (where the circumstances justify such treatment, as long as investors are adequately protected) and/or to impose supplementary conditions.

PIFs are required to appoint a Compliance Officer, a Money Laundering Reporting Officer (where applicable) and an auditor approved by the MFSA. They are subject to certain minimum disclosure, record keeping and reporting requirements. An overview of the salient features of the Maltese regime applicable to each category, i.e. PIFs promoted to Experienced Investors ("Experienced Investor Funds"), PIFs promoted to Qualifying Investors ("Qualifying Investor Funds") and PIFs promoted to Extraordinary Investors ("Extraordinary Investor Funds") is given in Annex 1.

Qualifying Investor Funds and Extraordinary Investor Funds are not subject to any investment or borrowing restrictions, whilst Experienced Investor Funds are subject to certain restrictions and diversification requirements (an overview hereof is given in Annex 3). Where the main objective of a PIF is investing in immovable property, certain restrictions on leverage may apply in respect of Experienced Investor Funds and open-ended Qualifying Investor Funds (we would be pleased to provide details hereon, upon request).

If a PIF effects its investments through one or more special purpose vehicles ("SPVs") owned or controlled via a majority shareholding of the voting shares either directly or indirectly by the PIF, the SPV(s) must be established in Malta or in a jurisdiction which is not an FATF blacklisted country. In principle, the PIF must through its directors or general partner(s) at all times maintain the majority directorship of any SPV.

Enhanced Flexibility

PIFs are permitted to use side pockets in order deal with situations where certain assets within the fund's portfolio become illiquid or comparatively hard to value, subject to the conditions set out in the relevant Guidance Notes issued by the MFSA.

Rules applicable to drawdown arrangements, whereby investors commit themselves to subscribe for a maximum amount of units in the fund which may be issued at a discount, were issued in respect of SICAVs in the form of Regulations.

Listing

A PIF (other than a private investment company) which has been granted or has applied for a collective investment scheme licence may apply for admissibility to listing with the Listing Authority (the MFSA). The application for admissibility to listing may be made concurrently with the application for the collective investment scheme licence. At present, Malta has one recognised exchange: the Malta Stock Exchange.

Fees payable to MFSA

Note: the fees due to the MFSA set out below are given for information purposes only and are the current fees chargeable by MFSA at the time of writing and are subject to change from time to time.

The fee structure for fees payable to the MFSA is as follows:

 

Scheme

Sub-funds

Application for preliminary indication of acceptability of a PIF

€600

---

Application for a PIF licence

€1,500

€1,000
(per sub-fund)

Annual Supervisory Fee

€1,500

€500
(per sub-fund)

[Fees payable in respect of listing (both those due to MFSA as Listing Authority and those due to Malta Stock Exchange if the scheme is listed on such exchange) will be provided on request upon receiving more detailed information as to the nature of the scheme.]

The registration fees payable to the Registrar of Companies for investment companies, upon incorporation, are currently set at €1,750.

Taxation

Malta offers a favourable tax regime for collective investment funds ("CIS") (including PIFs and UCITS) and has a comprehensive Double Tax Treaty network.

For tax purposes, a distinction is made between prescribed and non-prescribed funds. Essentially, a fund in a locally based scheme that has assets situated in Malta constituting at least 85% of its total asset value is classified as a Prescribed Fund; other licensed funds, including funds in an overseas-based scheme, are Non-prescribed Funds.

In the case of Prescribed Funds, the CIS qualifies for exemption from tax on income "other than income from immovable property situated in Malta and investment income" earned by the Prescribed Fund. The withholding tax on local investment income is 15% for bank interest and 10% for other investment income.

There is no withholding tax on investment income received by Non-prescribed Funds (including overseas based CISs), which are exempt from tax on income and capital gains realised on their investments and also enjoy a blanket stamp duty exemption on their transactions. Please also note that there is no Wealth or Net Asset Value Tax in Malta.

Foreign investors are not subject to Maltese tax on capital gains or income when they dispose of their investment (through redemption by the Fund or disposal to a third party) or when they receive a dividend or other income from the Fund. These would also be entitled to benefit from the stamp duty exemption obtained for the Fund in connection with the acquisition or disposal of their units in the Fund.

Apart from the tax treatment of Funds and investors therein described above, foreign Fund Managers find Malta to be an extremely tax efficient location in respect of fee and participation income or gains (including carried interest through participation shares or otherwise in the Fund) which they receive from the Fund, particularly when they establish their own operations in Malta but also when they remain established in, and provide the management services from, their own jurisdiction. This is mainly due to the fact that Maltese law would offer flexibility to structure participation income / carried interest in a variety of ways (whether as dividends, capital gains or bonus shares) which when coupled with the various tax benefits offered by Maltese tax domestic laws can offer substantial opportunities of tax planning and tax efficiency in the light of the tax treatment and practice of their own jurisdictions (when they eventually repatriate the funds in such jurisdiction).

Amongst the local tax benefits which have usually and will continue to come useful in the context of such tax planning are:

  • the 6/7 refund of tax granted to non-resident shareholders of Maltese companies (or foreign companies carrying on activities in Malta) who would have paid tax in Malta on income generated or otherwise taxable in Malta (e.g. investment management activities) at the standard rate of tax at 35% (leaving a tax leakage of a maximum 5% in Malta which in some cases can be further reduced) - this does not apply to non-prescribed funds which do not pay tax in Malta and consequently there is no need to grant a refund to non-resident shareholders (which receive tax-free dividend);
  • no Maltese tax on dividends (including bonus shares which are considered as dividends under Maltese law) paid by a Maltese company or by Maltese collective investment scheme to non-resident shareholders;
  • no stamp duty on issues or transfers of shares in Maltese companies the majority of whose business interests are situated outside Malta;
  • no tax on capital gains made by non-residents on the disposal of their shares in Maltese companies or the redemption of their units in collective investment schemes.

Taxation of highly "Qualified Individuals"

In order to attract more foreign investment and specialised skills to Malta in the investment fund industry (as well as banking and insurance), a scheme was recently launched for non-Malta domiciled or ordinarily resident 'Highly Qualified Persons' in receipt of employment income of a minimum of €75,000 (excluding the annual value of fringe benefits) from an eligible office (senior positions such as CEO, CFO, COO, Portfolio Manager, Chief Investment Officer, Chief Risk Officer, Senior Trader, Senior Analyst etc...) with companies licensed and/or recognised by the MFSA. These are subject to tax at a flat rate of 15% on their employment income which is subject to tax in Malta (rather than to the usual progressive rates which can go up to 35%). This incentive applies for 5 years for EEA and Swiss nationals and 4 years for third country nationals.

Our services

MamoTCV offers a comprehensive portfolio of corporate and commercial legal services. In the area of financial services, the services provided include:

  • advice on financial services legislation and local implementation of Community law;
  • assistance with the setting up and redomiciliation of funds and investment firms and applications for licences;
  • passporting of UCITS and investment firms;
  • liaising with the Malta Financial Services Authority and relevant government departments;
  • drafting of offering documents, constitutional and corporate documents as well as agreements with service providers to funds;
  • registration of commercial partnerships in Malta; and
  • company secretary and registered office services for companies (including special purpose vehicles) established in Malta.

Besides the strictly legal services we offer to clients/fund promoters, we are in a position to provide a one-stop shop service to our client through the close co-operation arrangements which we have established with a number of local services providers (including, fund administrators and persons who can act as local directors on the Board of the investment company) as well as our good relationship with a number of banks, audit firms and the MFSA.

ANNEX 1 - Summary of regulatory requirements

 

Experienced Investor Funds

Qualifying Investor Funds

Extraordinary Investor Funds

Type of investors

Experienced Investor:

  • persons with min 1 year work experience in the financial sector;
  • persons with reasonable experience in acquisition / disposal of similar funds / risk profile / property;
  • persons who has carried out investment transactions in significant size at a certain frequency; or
  • persons who can otherwise justify that he has the relevant expertise / experience / knowledge.

"Professional Clients" in terms of MiFID automatically qualify as Experienced Investors.

Qualifying Investor:

  • entities with net assets exceeding EUR750,000/ USD750,000 (or currency equivalent);
  • individuals with or entities whose management has reasonable experience in acquisition / disposal of similar funds / risk profile / property;
  • individuals with net worth exceeding EUR750,000/ USD750,000 (or currency equivalent);
  • senior employee / director of service provider to the PIF;
  • relation / close friend of the promoter (max. 10);
  • entity with min. EUR3.75mio/ USD3.75 mio (or currency equivalent) under discretionary management, investing on own account;
  • Qualifying or Extraordinary Investor Fund;
  • investment vehicle owned by persons / entities satisfying any of the above.

Extraordinary Investor:

  • entities with net assets exceeding EUR7.5mio/ USD7.5 mio (or currency equivalent);
  • individuals with net worth exceeding EUR7.5mio/ USD7.5 mio (or currency equivalent);
  • senior employee / director of service provider to the PIF;
  • Extraordinary Investor Funds;
  • investment vehicle owned by persons / entities satisfying any of the above.

Experienced Investor Declaration Form + Manager / sales agent to ensure that client has sufficient knowledge and understanding of risks involved

Qualifying Investor Declaration Form

Extraordinary Investor Declaration Form

Minimum investment Threshold

EUR 10,000 / USD10,000 (or equivalent in another currency)

EUR75,000 / USD75,000 (or equivalent in another currency)

EUR750,000 / USD750,000 (or equivalent in another currency)

Investment / borrowing restrictions

Certain restrictions apply to property funds.

MFSA has introduced some investment restrictions (mostly single-issuer and exposure restrictions) with the aim of enhancing protection for the 'quasiretail' investors to whom Experienced Investor Funds are targeted, as well as to enhance flexibility and certainty in terms of the eligibility test for investors (vide Annex 3).

None (except for certain restrictions that may apply to open-ended property funds)

None

Offering Document

Offering Document

Offering Document

Offering Document or Marketing Document

Reporting Requirements

Compliance Report (min. every 6 months); Annual reports and half-yearly (if any) reports; Quarterly statistical returns

Compliance Report (min. every 6 months); Annual reports and half-yearly (if any) reports; Quarterly statistical returns

Compliance Report (min. every 6 months); Annual reports and half-yearly (if any) reports; Quarterly statistical returns

Service providers

Custodian compulsory; other service providers (manager, administrator, investment adviser) optional

Optional

Optional

ANNEX 2 – Self-managed Funds

When a PIF is set up as a self-managed scheme (namely one which does not appoint an external investment manager with discretionary management powers), the Supplementary Licence Conditions in Appendix I to the Investment Services Rules for Professional Investor Funds issued by then MFSA will apply. The most relevant provisions relating to management of self-managed funds are reproduced below:

The management of the assets of the Scheme is to be the responsibility of the Board of Directors, at least one of whom must be resident in Malta. The Board of Directors of the Scheme may establish an in-house Investment Committee made up of at least three members, whose composition may include Board members.

The Terms of Reference of this Investment Committee – which regulate the proceedings of the Investment Committee – and any changes thereto, is subject to the prior approval of the MFSA. The majority of Investment Committee meetings – the required frequency of which should depend on the nature of the Scheme's investment policy, but which should be at least quarterly – are to be physically held in Malta (i.e. the minimum number of members that form a quorum necessary for a meeting must be physically present in Malta). Minutes of Investment Committee meetings should be available in Malta for review during MFSA's compliance visits.

The role of the Investment Committee will be to:

  1. monitor and review the investment policy of the Scheme;
  2. establish and review guidelines for investments by the Scheme;
  3. issue of rules for stock selection;
  4. set up the portfolio structure and asset allocation; and
  5. make recommendations to the Board of Directors of the Scheme.

Where the Scheme has not appointed an Investment Committee, the functions mentioned above shall be undertaken by the Directors of the Scheme and any reference made herein to the Investment Committee shall be construed as reference to the Board of Directors of the Scheme.

The Investment Committee may delegate the day-to-day investment management of the assets of the Scheme to one or more officials of the Scheme (referred to as "the Portfolio Manager/s") – who will effect day-to-day transactions within the investment guidelines set by the Investment Committee and in accordance with the investment objectives, policy and restrictions described in the Scheme's Offering Document/ Marketing Document.

Like the Directors, the Investment Committee members and Portfolio Manager/s must be approved by MFSA and to this effect a Personal Questionnaire should be submitted also in respect of them. They are expected to have the necessary expertise and experience in asset management to carry out their respective management functions (it should be noted that the fit and proper test applied by MFSA in respect of the Directors / Investment Committee members of self-managed Funds is more onerous than that applicable to the Directors of Funds appointing a regulated external investment manager, precisely because of the absence of such third party manager which means that they take on a responsibility which would otherwise be delegated to an experienced professional manager).

A self-managed Fund is required to have an initial paid up capital of not less than €125,000 (and its net asset value is expected to exceed this amount on an on-going basis). If such minimum initial capital is fully subscribed to as Founder Shares (namely the shares initially subscribed by the Founders/Promoters of the Fund), these would usually and typically carry all voting rights and powers of control at general meetings of the Company but there are usually attached to them no dividend or other financial benefits otherwise applicable to shares offered to Investors. In order to avoid such considerable amount of initial 'dead' (i.e. not financially rewarding) capital, what is usually done is that the Promoters would subscribe to only a nominal amount of such €125,000 by way of Founder Shares and would take up the balance thereof in the form of Investor Shares, which they can subsequently retain as an investment in the Fund or otherwise transfer to third parties.

ANNEX 3 – Investment and borrowing restrictions for Experienced Investor Funds

The investment and borrowing restrictions for PIFs targeting Experienced Investors as set out in Part B I of the Investment Services Rules for Professional Investor Funds (the "Rules"), which became applicable on 1st January 2010, can be summarised as follows:

  • The PIF shall comply with the investment restrictions within six months from the launch of the Scheme or upon reaching a value equivalent to EUR 2,500,000.
  • A PIF may only enter into repurchase/reverse repurchase and stock lending or borrowing agreements if entering into such agreements by the PIF is appropriate and in the interest of investors in the PIF, and entails an acceptable level of risk; and in accordance with good market practice, which involves the provision of adequate collateral in accordance with good market practice.
  • Investment by the PIF in Financial Derivative Instruments as part of its investment policy in order to obtain exposure to underlying assets shall be without prejudice to the limits set out in the Rules which apply in the case of direct investments in such underlying assets.2
  • Direct borrowing for investment purposes and leverage via the use of derivatives is restricted to 100% of NAV. The PIF's exposure relating to derivative instruments is calculated taking into account: the current value of the underlying asset; the counterparty risk; future market movements; and the time available to liquidate positions.3
  • The PIF must be managed according to the risk spreading principle, and the following diversification requirements must be adhered to:

    • The PIF may invest up to 20% of its total assets in securities issued by the same body and up to 30% of its assets in money market instruments issued by the same body provided that:

      1. the 20% / 30% limit set out above may be increased to a maximum of 100% in the case of securities and money market instruments issued or guaranteed by an OECD or EU/ EEA Member State, its local authorities or public international bodies of which one or more such States are members;
      2. the 20% / 30% limit set out above may be increased to a maximum of 35% in the case of securities and money market instruments guaranteed by a credit institution authorised in the EEA or which is subject to equivalent prudential requirements;
      3. the 20% limit set out above may be increased up to a maximum of 30% in the case of transferable securities traded in or dealt on a regulated market which operates regularly, is recognised and is open to the public.

    • The PIF may invest up to a maximum of 35% of its total assets in deposits held with a single body.
    • The PIF is not subject to any investment restrictions with respect to investments in a single collective investment scheme provided that the underlying scheme is a UCITS or other open ended collective investment scheme subject to risk spreading requirements which are at least comparable to those applicable to the PIF itself. The PIF may invest up to a maximum of 30% of its total assets in any single collective investment scheme which does not satisfy the aforesaid conditions.
    • Where the PIF is a fund of hedge funds it shall invest in at least five hedge funds.
    • Where the PIF enters into OTC derivative transactions, it shall ensure that its exposure to a single counterparty is limited to 20% of its total assets. The exposure to one counterparty in an OTC derivative transaction may be reduced where the counterparty provides the PIF with acceptable collateral in accordance with good market practice to the satisfaction of the Scheme or its Manager.4
    • The PIF shall limit its aggregate maximum exposure (through securities, money market instrument, deposits and OTC derivatives transactions) to a single issuer/ counterparty to 40% of its total assets.

  • Where the PIF has been set up as a Feeder Fund, the underlying fund shall satisfy the leverage restrictions applicable to the PIF.
  • Supplementary conditions apply to PIFs investing directly or indirectly in immoveable property.

Footnotes

1 A Recognised Jurisdiction is defined as including the EU and EEA Members as well as signatories to a Multilateral MoU or Bilateral MoU with the MFSA covering the relevant sector or financial services.

2 The exposure to the underlying assets should be calculated using the Commitment Approach indicated in Section 13 of Part B.II of the Investment Services Rules for Retail Collective Investment Schemes.

3 The Scheme's exposure relating to borrowing for investment purposes is the amount so borrowed. The assessment of the PIF's global exposure to derivative instruments should be assessed on the basis of the Value at Risk Approach or the Commitment Approach as set out in Section 13 of Part B.II of the Investment Services Rules for Retail Collective Investment Schemes.

4 The exposure per counterparty of an OTC derivative should not be measured on the basis of the notional value of the OTC derivative, but on the maximum potential loss incurred by the Scheme if the counterparty defaults. The PIF may net the mark-to-market value of its OTC derivative positions with the same counterparty, thus reducing the PIF's exposure to its counterparty, provided that the PIF has a contractual netting agreement with its counterparty which creates a single legal obligation such that, in the event of the counterparty's failure to perform owing to default, bankruptcy, liquidation or any similar circumstance, the PIF would have a claim to receive or an obligation to pay only the net sum of the positive and negative mark-to-market values of included individual transactions.

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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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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