Terms and Conditions
VERSION 25 MAY 2018
Nordic Legal Entity Identifier AB, a Swedish limited liability company (hereafter 'EuroLEI') is a provider of LEI services to the Nordic and Baltic region. EuroLEI has an established relationship with the GMEI utility and will together, provide LEIs to EuroLEI's LEI Registrants (Users).
EuroLEI acts as a service provider on behalf of the GMEI utility. The GMEI utility is an endorsed LOU of the Global Legal Entity Identifier System (GLEIS).
A EuroLEI Registrant (User) will have a direct relationship with EuroLEI and will, in turn, be provided with LEIs issued and maintained by the GMEI utility, under these terms and conditions.
EuroLEI will process and forward LEI registration and maintenance items using EuroLEI's web portal (www.eurolei.com) and/or bulk upload services. The EuroLEI portal and bulk upload capture all required fields (reference data) necessary for LEI registration. In addition to this EuroLEI keeps user accounts and billing data related to the direct relationship with the LEI Registrant (User).
PRICING AND INVOICING
EuroLEI 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 EuroLEI is published on the pricing page, and will be payable immediately after the User has registered an order. At the longest, EuroLEI will keep an unpaid order open for 30 days, after which date the order is deemed lapsed. EuroLEI will only send order confirmations and receipts pdf documents by e-mail to the User. Before the maintenance period of 12 months has expired, EuroLEI will contact the Registrant (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 clarified 24 October 2014 that an LEI which is not duly renewed and maintained will not be acceptable for Transaction Reporting purposes under EMIR.
EuroLEI 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. EuroLEI will rely on the VAT number and billing data for the paying entity (Payer) that the User has registered, which may differ from the LEI holder. EuroLEI will not provide any additional tax certificates, VAT enquiries or similar.
In case of the Payer being registered in an EU member state, EuroLEI 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, EuroLEI 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 EuroLEI 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 or EUR. For the avoidance of doubt, full payment is defined as net amount remitted to EuroLEI after any taxes, sender's bank fees, FX commissions, and interbank service charges.
In case of EuroLEI not having received full payment according to the order confirmation, EuroLEI reserves the right to remove the order.
All order confirmations and receipts will be sent by EuroLEI as PDF documents per e-mail. Receipts will contain the billing data and details that the LEI registrant (User) has given at the time of registration using EuroLEI's internet portal or bulk-processing template.
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 but 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 are eligible to receive an LEI.
The EuroLEI portal will support data submission for unique entities, such as funds. Please refer to the GMEI utility Portal - Fund Guidance document (https://www.gmeiutility.org/Attachments/LEI_Funds_Model_20130512.pdf)
OBLIGATIONS OF THE LEI REGISTRANT (USER)
The LEI Registrant (User) is responsible for the accuracy of reference data. This holds true in all cases whether the LEI Registrant (User) is applying on its own behalf, for an affiliate entity or when acting as an agent. In transmitting the reference data, the LEI Registrant (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 EuroLEI 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 EuroLEI portal and/or bulk process. EuroLEI will have the right to ask for further documentation as necessary.
EuroLEI 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 Registrant (User) is obligated to make EuroLEI 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. This should be done on a continuous basis and in conjunction with annual maintenance and re-validation of LEI reference data.
The Registrant (User) should ensure that the LEI application is unique and is also aware that each legal entity may issued only one LEI. Should the Due Diligence process reveal that another LEI has been registered (or is pending) the Registrant's (User's) request will be denied. The fees applicable to an initial LEI application will nevertheless be charged to cover EuroLEI's effort.
OBLIGATIONS OF EUROLEI
EuroLEI will validate that reference data provided by the User is complete. User submitted reference data will be forwarded to the GMEI utility which will carry out subsequent validation that the applying entity exists using publicly available sources, e.g. business register information, public home pages and official documents.
EuroLEI will revert to the Registrant (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.
EuroLEI and the GMEI utility will make reasonable efforts to ascertain that no previous LEI has been issued either by the GMEI utility or another LOU for the same entity.
The LEI Applicant/Transferor agrees that all public reference data captured and received by EuroLEI as part of the registration and due diligence process will instantly be published and searchable on EuroLEI's, the GMEI utility's and GLEIF's web portals as applicable.
If a representative of an entity finds erroneous or fraudulent information on EuroLEI's publicly available data, please e-mail firstname.lastname@example.org to initiate an enquiry.
These Terms and Conditions can be updated at any time. Substantial changes will be communicated on EuroLEI's homepage in the Newsletter section. The Users of EuroLEI's services are legally obliged to comply with these Terms and Conditions at all times.
The services provided by EuroLEI are governed by the laws of Sweden and any legal proceedings will be undertaken in the courts of Sweden.