Terms and Conditions

VERSION 22 SEPTEMBER 2021
1. SERVICE DELIVERY

Nordic Legal Entity Identifier AB, org. no 556708-1699, a Swedish limited liability company (hereafter 'UKLEI') is an endorsed LOU (Legal Operating Unit) of the Global Legal Entity Identifier System (GLEIS) and provider of LEI services to the Nordic and Baltic region to UKLEI's LEI Registrants ('User' or 'Users').

UKLEI will process LEI registration and maintenance items using UKLEI's web portal (www.uklei.co.uk) and/or bulk upload services. The UKLEI portal and bulk upload capture all required fields (reference data) necessary for LEI registration. In addition to this UKLEI keeps user accounts and billing data related to the direct relationship with the User.

Our Privacy Policy covers how we manage and use personal data and how we protect your integrity when you use our services. By agreeing to these Terms and Conditions, you agree to the processing of any personal data as set out in our Privacy Policy.

In case of any difference in meaning between the English language original version and any translation of these Terms & Conditions, the English language original version shall be applicable.

2. PRICING AND INVOICING

UKLEI will adhere to and charge clients the standard fees as set out below.

The price of an initial LEI registration or an annual LEI renewal through UKLEI is published on the pricing page, www.uklei.co.uk/support-pricing and will be payable immediately after the User has registered an order. At the longest, UKLEI will keep an unpaid order open for 30 days, after which date the order is deemed lapsed. UKLEI will only send order confirmations and receipts as PDF documents by email to the User. Before the maintenance period of 12 months has expired, UKLEI will contact the User in order to remind of the necessity to renew the LEI validity.

In case an LEI is not maintained, it will lapse and will no longer be valid for regulatory reporting and other uses. The European regulatory authority ESMA has on 24 October 2014 clarified that an LEI which is not duly renewed and maintained will not be acceptable for Transaction Reporting purposes under EMIR.

UKLEI 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. UKLEI 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 LEI holder. UKLEI will not provide any additional tax certificates, VAT enquiries or similar.

In case of the Payer being registered in an EU member state, UKLEI 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, UKLEI 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.

The Registrant (User) agrees to the electronic transmission of order confirmations and receipts on behalf of itself and any billing recipient it registers on the UKLEI portal or in the bulk file process.

The Payer shall remit payment immediately as per the received order confirmation(s) in order not to delay the LEI issuance or renewal, and the Payer can choose to pay in any of the following currencies: USD, EUR, SEK, DKK, GBP or NOK. For the avoidance of doubt, full payment is defined as net amount remitted to UKLEI after any taxes, sender's bank fees, FX commissions and interbank service charges.

In case of UKLEI not having received full payment according to the order confirmation, UKLEI reserves the right to remove the order.

All order confirmations and receipts will be sent by UKLEI as PDF documents per email. Receipts will contain the billing data and details that the User has given at the time of registration using UKLEI's internet portal or bulk-processing template.

UKLEI may annually review its fee schedule, and unilaterally determine new fees.

3. DUE DILIGENCE AND LEI APPLICABILITY

The right for an entity to apply for and receive an LEI is defined broadly in Recommendation 8 of the LOU principles, available at http://www.financialstabilityboard.org/publications/r_120608.pdf. In most cases the due diligence process of an incorporated entity registered with a local trade register (or equivalent) will be straightforward using public sources. However, there will be some entities that wish to apply for an LEI which do not have a separate legal personality according to the rules and laws of its jurisdiction. These may be allowed as separate LEI holders if they meet sufficient conditions to participate as financial counterparties required to report their transactions (under EMIR, Dodd-Frank Act or similar legislation), e.g. funds, government agencies and municipalities that are able to enter into independent financial transactions and are eligible to receive an LEI.

4. OBLIGATIONS OF THE USER

The User is responsible for the accuracy of reference data. This holds true in all cases whether the User is applying on its own behalf, for an affiliate entity or when acting as an agent. In transmitting the reference data, the User warrants its correctness and applicability within the scope of the LEI registration process.

The User making the application represents that he/she is an authorised representative of the registered entity, either in the User's role as an employee or officer of the company, or acting on an affiliate entity's behalf (so called Primary Registration). For special cases UKLEI might need to ask for further documentation as necessary.

For agents and representatives performing registration for a third-party entity (so called Assisted Registration) there should exist proper authorisation, e.g., power-of-attorney, general conditions or equivalent legal mechanisms. The User will warrant that they have this authorisation when registering an LEI application using the UKLEI portal and/or bulk process. UKLEI will have the right to ask for further documentation as necessary.

UKLEI reserves the right to request additional written/scanned information from the LEI Applicant (User), e.g., obtain documentation to confirm that any third-party performing registration for an entity has been properly authorised.

The User is obligated to make UKLEI aware of any changes to a registered entity that will necessitate change to the LEI reference data due to a corporate action, e.g., merger, dissolution, acquisition or other change of incorporation, having an actual or potential influence on the LEI and/or LE-RD. This should be done on a continuous basis and in conjunction with annual maintenance and re-validation of LEI reference data. UKLEI may be required by mandatory law or per internal LOU controls to change LE-RD.

The User should ensure that the LEI application is unique and is also aware that each legal entity may issue only one (1) LEI, i.e., prohibition to request a second LEI at either UKLEI or any other local operating unit. Should the Due Diligence process reveal that another LEI has been registered (or is pending) the User's request will be denied. The fees applicable to an initial LEI application will nevertheless be charged to cover UKLEI's effort.

Any information provided, and applications and requests lodged, to UKLEI must be submitted by the Legal Entity's authorized signatories, and duly dated and signed.

The User shall review the LE-RD at least once annually, to verify its accuracy.

The User is aware that the issuance of an LEI, and its yearly renewal, is subject to requirements established by GLEIF.

The User shall make an annual payment for the revalidation and renewal of the LEI.

The User is aware that GLEIF reserves the right to request the transfer of your LEI to another LOU.

The User is aware that UKLEI may be required by mandatory law or internal LOU controls to change your LE-RD.

5. OBLIGATIONS OF UKLEI

UKLEI will validate that the reference data provided by the User is complete. This means checking that the applying entity exists by using publicly available sources, e.g., business register information, public home pages and official documents.

UKLEI will revert to the User in case of any incomplete applications or to seek further information to corroborate the validity of the entity, when publicly available sources do not suffice.

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

The 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. No fees will be assessed in case such transfer.

Your LE-RD may be challenged by a third-party. In such case, UKLEI will inform the User and validate the challenge. The challenge may be accepted and published, corrected and published or rejected.

6. PUBLIC INFORMATION

The LEI Applicant/Transferor agrees that all public reference data captured and received by UKLEI as part of the registration and due diligence process will instantly be published and searchable on UKLEI's, and GLEIF's web portals as applicable.

If a representative of an entity finds erroneous or fraudulent information on UKLEI's publicly available data, please email support@uklei.co.uk to initiate an enquiry.

7. TERM & TERMINATION

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

Termination, shall be possible in the event of (i) a transfer of the User's LEI to a different local operating unit or to GLEIF, (ii) the User abandoning its status as legal entity with an LEI, (iii) a deprivation of the LEI due to non-compliance of the User with requirements in the course of re-validation.

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) in the event that the Master Agreement of UKLEI with GLEIF is terminated (without any liability of UKLEI for any damages caused by such termination).

8. GENERAL

UKLEI's refund policy can be accessed on www.uklei.co.uk/refund-policy.

These Terms and Conditions can be updated at any time. Substantial changes will be communicated on UKLEI's homepage in the Newsletter section. The Users of UKLEI's services are legally obliged to comply with these Terms and Conditions at all times.

These Terms and Conditions, together with any Exhibits hereto, shall be 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 UKLEI are governed by the laws of Sweden and any legal proceedings will be exclusively undertaken in the courts of Sweden.