Vilkår og betingelser

VERSION NOVEMBER 23, 2023

1. INTRODUCTION

Nordic Legal Entity Identifier AB, org. no 556708-1699, a Swedish limited liability company ("NordLEI") is an accredited Local Operating Unit ("LOU") of the Global Legal Entity Identifier System (GLEIS) and provider of LEI services to its customers (individually the \'User\') in the jurisdictions set out in www.gleif.org and in jurisdictions not covered by NordLEI\'s LOU accreditation by means of partnerships with selected accredited LOU"s (the "Services"). The User shall refer to the legal entity applying for an individual LEI on its own behalf, for an affiliate entity or when representing another entity (e.g., acting as an agent or under a power of attorney). NordLEI is also accredited for registration of Investment Funds in GLEIS according to the ROC Policy on Fund Relationships.

GLEIS is supervised by the Global Legal Entity Identifier Foundation (GLEIF). LEIs and legal entity reference data becomes public data, which is published in the Global LEI Index hosted at www.gleif.org.

These Terms and Conditions apply to all accounts and LEIs in the NordLEI portal.

2. SERVICE DELIVERY

NordLEI provides the Services on NordLEI\'s website nordlei.org, where the User creates an account. With the account, the User may register new LEIs and renew or transfer existing LEIs. To use the Services, the User must provide required legal entity reference data (\'LE-RD\') necessary for an LEI. In addition, NordLEI keeps user credentials, contact and billing data related to the direct relationship with the User.

For Services where we determine the purpose and means of processing of personal data, we are the controller. NordLEI processes any personal data as set out in the NordLEI privacy policynordlei.org/privacy-policy (the "Privacy Policy"). The Privacy Policy covers how NordLEI manages and uses personal data as well as how personal integrity is protected when using the Services. By agreeing to these Terms and Conditions, the User acknowledges that it has read and understood the Privacy Policy.

For Services where we process personal data on behalf of another party, we act as processor. For more information regarding how we process personal data as a data processor, please contact us using the contact information in the Privacy Policy.

Cookies are used when accessing the Services. Information on how we use cookies is provided in our current Cookie Policy, accessible on our website.

In addition to single-year products NordLEI offers the option to purchase multi-year renewal of LEIs ("Multi-year products"). For subsequent years of any Multi-year product purchased NordLEI will automatically update the LEI against changes made in the relevant local business register data.

If the entity should cease to exist, go bankrupt or similar there will be no refund, neither in full nor partly.

3. LEI APPLICABILITY AND VALIDATION

The right for an entity to apply for and receive an LEI is defined broadly in Recommendation 8 of the LOU principles, available at www.financialstabilityboard.org/publications/r_120608.pdf. In most cases the validation process of incorporated legal entities registered with a local trade register (or equivalent) will be straightforward using public sources. However, in some cases entities are not recognized to have separate legal personality. Such entities may be LEI eligible if they meet certain conditions to participate as financial counterparties required to report their transactions (under EMIR, MiFIR or similar legislation), e.g., sole proprietors, trusts, registered joint ventures that are able to enter into independent financial transactions.

4. OBLIGATIONS OF THE USER

The User, when acting for another legal entity, warrants to be duly authorised to represent the legal entity in all respects in relation to LEIs.

The User is responsible for the accuracy of the LE-Reference Data and other entity data presented to NordLEI. In transmitting the data, the User warrants its correctness and applicability within the scope of the LEI registration process. NordLEI reserves the right to request additional documentation or data.

The User shall provide or review the LE-Reference Data when prompted. The User is obligated to make NordLEI aware of any changes to a registered entity that will necessitate change to the LE-Reference Data due to a legal entity event as defined in GLEIS (the "Legal Entity Events"), with some illustrative guiding examples presented in Appendix 1 of these Terms and Conditions, nordlei.org/terms-and-conditions-appendix-1. This should be done on a continuous basis and in conjunction with any review of LE-Reference Data. NordLEI may be required by mandatory law or per internal LOU control rules to change LE-Reference Data.

For Multi-year products NordLEI may on a yearly basis contact the User to confirm if LE-Reference Data is correct and still valid. If NordLEI is unable to confirm that LE-Reference Data is updated and correct, NordLEI reserves the right to wait with renewing the LEI until such a confirmation is possible. Multi-year products are paid when ordered. There is no cancellation or refunds after the order has been placed.

The User shall ensure that the LEI application is unique and is also aware that each legal entity may be issued only one (1) LEI, i.e., prohibition to request a second LEI at either NordLEI or any other LOU. Should the validation process reveal another LEI registered (or pending) the application request will be denied.

The User, on behalf of itself and any legal entities which the User represents, its signing individuals, and any other persons, relating to any data becoming part of LE-Reference Data, hereby transfer to NordLEI all rights needed for publication of the LE-Reference Data within the GLEIS.

The LE-Reference Data may be challenged by a third-party. In such a case, the User is obligated to immediately and without delay support and provide NordLEI with any requested documents, data, and other actions, so that NordLEI in turn is able to fulfil its or its partner"s service level obligations towards GLEIF.

The User is aware that any information provided, and applications and requests lodged, to the LOU must be submitted by authorised signatories of the User and the represented legal entity, and duly dated and signed (physically or by legally effective digital confirmation), with attestation of the authorities of the individual signing the contract on behalf of the legal entity. The User is aware that GLEIF reserves the right to request the transfer of an LEI to another LOU.

The User is aware that associated LEI(s) under the User"s account may be subject to transfer to NordLEI or other cooperating LOU in order to fulfil future maintenance.

5. PRICING AND INVOICING

The fees for Services are published in the fee schedule on the pricing page nordlei.org/support-pricing and will be payable immediately after the User has registered an order. The paying entity (the \'Payer\') – which may differ from the User – shall issue payment by card or credit transfer in order not to delay the LEI issuance or renewal. Payment may be made in the chosen currency in the checkout. For the avoidance of doubt, full payment is defined as net amount remitted to NordLEI after any taxes, sender\'s bank fees, FX commissions, and interbank service charges. NordLEI will keep an unpaid order open until payment is received or it expires after non-payment. NordLEI will not process an LEI issuance or renewal item until full payment is received. In case of NordLEI not having received full payment according to the order confirmation in a prompt manner, NordLEI reserves the right to remove the order.

NordLEI will apply VAT as deemed appropriate, in line with Swedish VAT rules for the provision of services within Sweden, to EU member states and to the rest of the world. NordLEI will rely on the VAT number and billing data for the paying entity (the \'Payer\') that the User has registered, which may differ from the User. NordLEI will not provide any additional tax certificates, VAT enquiries or similar.

In case of the Payer being registered in an EU member state, NordLEI will make reasonable efforts to validate that the EU VAT number exists and is valid. In case the User cannot provide an EU VAT number at the time of registration, NordLEI will withhold and collect full Swedish VAT upon payment, at present 25 %. In case the User can provide a valid EU VAT number the Payer will be responsible to declare VAT locally according to the so-called "reversed charge" principle. The order confirmation and receipt will contain all EU VAT information that is needed.

All order confirmations and receipts will be sent by NordLEI as PDF documents via email. Receipts will contain the billing data and billing recipient that the User has registered at the time of registration using NordLEI\'s internet portal or in the bulk file process. The User accepts, on behalf of itself, any legal entities which the User represents including the registered billing recipient, the use of electronic transmission of order confirmations and receipts.

All fees and charges specified in the fee schedule may periodically be subject to review by NordLEI, at which point NordLEI may increase or amend any such fee. For an active User, the new fees shall apply for the upcoming term, if or when the LEI is renewed.

6. OBLIGATIONS OF NORDLEI

NordLEI validates the legal entity reference data provided by the User. This includes verifying that the applying entity exists as a legal entity by using publicly available sources, e.g., business register information, public home pages and official documents.

If necessary, NordLEI will notify the User in case of any incomplete applications or seek further information to verify the validity of the entity, when publicly available sources do not suffice. When notified, the User must provide the requested information to NordLEI.

NordLEI will make reasonable efforts to ensure that no previous LEI has been issued by another LOU for the same entity.

The User or a registered legal entity has the right to request the transfer of its LEI to another LOU (specifically designated by it), and/or allow another LOU to request such transfer on its behalf. In case of such transfer no fees will be assessed by NordLEI to effectuate the transfer.

Upon completion of LEI validation of Legal Entity Events the LE-Reference Data is updated within the agreed time for challenge processing as per current SLA between GLEIF and the LOU.

If the LE-Reference Data is challenged by a third-party, NordLEI will inform the User and validate the challenge. The challenge may be accepted and published or rejected.

7. LIMITATION OF LIABILITY

User assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use, for itself or the legal entity which the User represents. NordLEI shall have no liability for any damage to the extent caused by errors or omissions in any information or scripts provided to NordLEI by User in connection with the Services.

NordLEI"s liability to the User, or the legal entity which the User represents, for any loss, including loss of profit, cost, claim, liability, or expense or reasonable attorney"s fees, arising out of, or related to the use of the Services shall be limited to the amount corresponding to one hundred (100) percent of the price of the Service delivered during the preceding twelve (12) month period. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. In no event shall NordLEI be liable to the User, or the legal entity which the User represents, for any indirect, special, consequential, or punitive damages.

8. PUBLIC INFORMATION

The User acknowledges that all public and private-source reference data captured and received by NordLEI or NordLEI"s partner as part of the validation process will if included in the LE-Reference Data instantly be published and searchable on NordLEI\'s, and GLEIF\'s websites as applicable.

If a representative of a registered legal entity finds erroneous or fraudulent information on NordLEI\'s publicly available data, please contact support@nordlei.org to initiate an enquiry.

9. TERM & TERMINATION

The agreement governed by these Terms and Conditions shall remain in effect until either User or NordLEI is dissolved or otherwise ceases to operate (either completely or, in NordLEI"s case, as an LOU). Notice of termination shall be submitted in writing by the terminating party and shall be effective upon receipt by the non-terminating party.

Subject to notice of termination submitted by either party, termination shall be possible in the event of a transfer of the LEI (of the User, or the legal entity represented by the User) to a different LOU or to GLEIF. The termination shall take effect on the date of completed transfer and be limited to agreement regarding the specific transferred LEI.

Subject to notice of termination submitted by NordLEI, termination with immediate effect is possible in the event of, (i) the User abandoning its status as legal entity with an LEI, or (ii) an annulment of the LEI due to non-compliance of the User with requirements in the course of renewal issuance.

Subject to notice of termination submitted by either party, termination with immediate effect is possible in the event of (i) severe or repeated violation of contractual duties, for which no cure is possible, or cure has been refused despite a reasonable cure period, or (ii) if the Master Agreement of NordLEI with GLEIF is terminated (without any liability of NordLEI for any damages caused by such termination).

10. GENERAL

These Terms and Conditions may be revised by NordLEI at any time. Changes will be communicated to the User on login on NordLEI website. The User of NordLEI\'s Services is legally obliged to always comply with the current Terms and Conditions.

These Terms and Conditions, together with any appendices hereto, shall be deemed executed in the English language. In case of any difference in meaning between the English language original version and any translation thereof, the English language original version shall be applicable. Any notices under these Terms and Conditions shall be made in the language of English.

The Services provided by NordLEI are governed by the laws of Sweden and any legal proceedings will be exclusively undertaken in the courts of Sweden.