Terms and Conditions

VERSION 3 MAY 2022

1. SERVICE DELIVERY

Nordic Legal Entity Identifier AB, org. no 556708-1699, a Swedish limited liability company ('UKLEI') 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').

GLEIS is supervised and supported by Global Legal Entity Identifier Foundation (GLEIF).

UKLEI provides LEI services on UKLEI's website www.uklei.co.uk capturing required legal entity reference data ('LE-RD') necessary for an LEI. In addition to this UKLEI keeps user credentials, contact and billing data related to the direct relationship with the User.

By agreeing to these Terms and Conditions, the User agrees to the processing of any personal data as set out in the UKLEI privacy policy www.uklei.co.uk/privacy-policy (the ‘Privacy Policy’). The Privacy Policy covers how UKLEI manages and uses personal data as well as how the User integrity is protected when using UKLEI services.

2. 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 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 User 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. sole proprietors, trusts, registered joint ventures that are able to enter into independent financial transactions and are eligible to receive an LEI.

3. OBLIGATIONS OF THE USER

The User is responsible for the accuracy of LE-RD. 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 or under a power-of-attorney. In transmitting the data, the User warrants its correctness and applicability within the scope of the LEI registration process. UKLEI reserves the right to request additional documentation.

The User is obligated to make UKLEI aware of any changes to a registered entity that will necessitate change to the LE-RD 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, www.uklei.co.uk/terms-and-conditions-appendix-1. This should be done on a continuous basis and in conjunction with annual renewal and review of LE-RD. UKLEI may be required by mandatory law or per internal LOU control rules to change LE-RD.

The User should 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 UKLEI or any other LOU. 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.

The User shall provide and review the LE-RD at least once annually.

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

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

The User shall make due payment for the renewal of the LEI.

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 users account may be subject to transfer to UKLEI or other cooperating LOU in order to fulfill future maintenance.

4. PRICING AND INVOICING

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

The price of initial LEI issuance or annual renewal is published on the pricing page www.uklei.co.uk/support-pricing and will be payable immediately after the User has registered an order. UKLEI will keep an unpaid order open until payment is received or it expires after non-payment. UKLEI will only send order confirmations and receipts as PDF documents by email to the User.

UKLEI will not process an LEI issuance or renewal item until payment is received.

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 User. 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 User agrees to the electronic transmission of order confirmations and receipts on behalf of itself and any billing recipient it registers on the UKLEI website.

The Payer shall remit payment by card or credit transfer 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 amounts and currencies presented on www.uklei.co.uk/support-pricing. 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 in a prompt manner, UKLEI reserves the right to remove the order.

UKLEI may review the fee schedule, and unilaterally determine and publish new fees.

5. OBLIGATIONS OF UKLEI

UKLEI validates the LE-RD provided by the User. 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.

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

If the User’s LE-RD is challenged by a third-party, 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 User agrees that all public and private-source 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 websites as applicable.

If a representative of an entity finds erroneous or fraudulent information on UKLEI's publicly available data, please contact 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 LOU or to GLEIF, (ii) the User abandoning its status as legal entity with an LEI, (iii) a decreation of the LEI due to non-compliance of the User with requirements in the course of renewal.

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. Changes will be communicated to the User on login on UKLEI website. The Users of UKLEI's services are legally obliged to always comply with these 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 UKLEI are governed by the laws of Sweden and any legal proceedings will be exclusively undertaken in the courts of Sweden.