Terms and Conditions

This document outlines the comprehensive terms and conditions governing the Client’s use of services provided by LEI REGISTRY LTD, a local LEI specialist operating under the authority of its parent company, GCBS LTD (a GLEIF-accredited Registration Agent). These terms constitute a legally binding agreement between the Client and LEI REGISTRY LTD.

1. Our Services and Corporate Structure

1.1 Service Provider and Authority

LEI REGISTRY LTD (Company Number: 16468289, Address: 20 Elswick Street, London, SW6 2QR, United Kingdom, Website: www.leiregistry.co.uk) acts as a service provider and local branch for the GLEIF-accredited Registration Agent (RA):

GCBS LTD (LEI: 6367000JXG942DHDPK43)

Our services are provided in collaboration with the accredited Local Operating Unit (LOU): Nasdaq CSD SE (LEI: 485100001PLJJ09NZT59) Registration Number: 40003242879 Address: Vaļņu iela 1, LV-1050, Riga, Latvia.

LEI REGISTRY LTD reserves the right to use subcontractors to perform parts of the services.

1.2. Relationship with Parent Company

LEI REGISTRY LTD operates as a subsidiary/branch of GCBS LTD. The Client acknowledges that certain administrative functions, data validation, or processing may be handled by the parent company or its affiliated entities to ensure compliance with GLEIF standards.

1.3. Disclaimer (Non-Financial Advice)

It is explicitly stated that LEI REGISTRY LTD and its affiliates are not licensed legal or financial advisors. Any information provided, whether on our website or through direct communication, is intended for informational purposes only and should not be construed as legal, financial, or investment advice.

2. The LEI Service Process: Registration, Renewal, and Transfer

2.1. Application and Agreement

1. To initiate an LEI service (new registration, renewal, or transfer), the Client must fully and accurately complete the online application form and submit the required payment. By completing and submitting this form, the Client explicitly acknowledges and accepts these Terms and Conditions in their entirety.
2. The Client further warrants that they possess full legal authority to act on behalf of the legal entity for which the application is being submitted and that all information provided is accurate, complete, and verifiable.
3. The Client’s contact details will be shared with the GLEIF-accredited LOU managing their LEI, as a necessary step to facilitate the LEI service.

Important Note Regarding Service Roles: The Client acknowledges that LEI REGISTRY LTD acts on behalf of a Registration Agent (RA) and is NOT an LEI Issuer (Local Operating Unit, LOU). We perform tasks related to obtaining, renewing, or transferring an LEI, but the final issuance, transfer, or renewal is always carried out by our partner LEI Issuer (LOU), Nasdaq CSD. The Client further agrees to be bound by the applicable terms and conditions of Nasdaq CSD SE regarding the LOU service.

2.2. Authorization and LOU Management

1. The Client hereby grants LEI REGISTRY LTD comprehensive authorization to manage the entire LEI lifecycle on their behalf. This includes all necessary actions for a new LEI application, the annual renewal of an existing LEI, and the transfer of an LEI under our management.
2. The Client acknowledges that the terms of service of the relevant LOU that manages the LEI are available on their respective websites (specifically at www.nasdaqlei.com), and by using our services, the Client agrees to be bound by the terms of the specific LOU.
3. LEI REGISTRY LTD reserves the right to change the LOU for any LEI under its management if deemed necessary, for example, due to jurisdiction. The Client will be notified in advance of any LOU changes.
4. Note on Transfers: When a renewal is requested for an LEI currently managed by a different LEI Issuer, this first requires a Transfer of the LEI to our partnering LOU, Nasdaq CSD, which will be clearly communicated during the application process.

2.3. Verification and Service Delivery

1. The LEI process officially begins upon our receipt of the application form and successful payment. The Client may be contacted to provide a Letter of Authorization or other supplementary documentation.
2. Failure to provide required verification: If documents are not provided within 60 days of the request, the application cannot proceed. In such cases, LEI REGISTRY LTD reserves the right to deny any refunds.
3. Service Timeframe and Availability: While an LEI is typically provided within 24 hours of payment, the registration, renewal, or transfer process can in some cases take up to seven business days. The Client acknowledges that these timeframes are targets and that LEI REGISTRY LTD does not warrant that the LEI system or service will be complete, timely, uninterrupted, or error-free.
   

2.4. Finality of Application

The Client agrees that an application is considered final and irrevocable once the data has been submitted and payment has been made, provided all necessary and sufficient information for issuance has been supplied.

3. Multi-Year Renewal Services

3.1. Client Data Responsibilities

1. When a Client purchases a multi-year LEI renewal service, LEI REGISTRY LTD commits to covering the renewal costs for the entire purchased period. We will automatically renew the legal entity’s data annually by cross-referencing against public company registries (e.g., Companies House).
2. The Client retains the primary responsibility for ensuring that all LEI data, particularly Level 2 data (information concerning Parent or Ultimate Parent Entities), is accurate and up-to-date. The Client must notify LEI REGISTRY LTD of any changes to their legal entity’s data that cannot be verified from public company registries.
3. Level 2 Data Reporting: LEI REGISTRY LTD does not impose any additional fees specifically related to the reporting of Level 2 data. The Client acknowledges the obligation to report Level 2 data unless a valid exemption applies.

3.2. Authorization for Automatic Renewal

If the signing authority for the legal entity changes during a multi-year contract period, LEI REGISTRY LTD will proactively request a new Letter of Authorization. Automatic renewal of the LEI cannot continue until this document is provided.

3.3. Cancellation and Notifications

If a new Letter of Authorization is not provided within 10 days of the request, LEI REGISTRY LTD reserves the right to cancel the remainder of the multi-year contract, and no refunds will be issued. The Client will be notified via email about an upcoming automatic renewal and will have a 10-day period to submit any changes to their LEI data before LEI REGISTRY LTD initiates the renewal process.

4. Fees and Refund Policy

4.1. Payment Methods

We accept a variety of secure payment methods, including bank transfers, major credit/debit cards, and common online payment services. Payment by invoice is also offered for qualified legal entities. Current fees for all services are detailed on the LEI REGISTRY LTD website. The Client confirms that the total amount charged to the Client for the issuance or annual

renewal of an LEI (excluding applicable taxes) shall not exceed 90 EUR per year (or equivalent in GBP).

4.2. Refund Policy and Right to Suspension

LEI REGISTRY LTD’s refund policy is strict and is governed by the GLEIF RA Governance Framework. LEI REGISTRY LTD reserves the right to deny any refunds if:

• The purchase has been considered final after application submission.
• The Client transfers the LEI to a different service provider.
• The Client fails to provide the required proof of authorization or documentation within 60 days.
• Refund for Transfer Cancellation: Notwithstanding the above, if the Client initiates an LEI Transfer and subsequently cancels the transfer by submitting a duly signed Transfer Objection Form from the sending LOU, LEI REGISTRY LTD will promptly facilitate the cancellation of the transfer and ensure a refund is issued to the legal entity.

Right to Suspension for Non-Payment: The Client acknowledges that LEI REGISTRY LTD (through its parent RA) bears a payment liability (del credere) towards the issuing LOU (Nasdaq CSD SE). In the event of the Client’s non-payment of applicable fees, LEI REGISTRY LTD reserves the right to immediately and without liability suspend or cancel the LEI service and the associated LEI status until payment is made in full.

4.3. Additional Charges and Penalties

1. Registry Data Surcharges: In jurisdictions where the local business registry charges a fee to provide necessary company information, LEI REGISTRY LTD reserves the right to charge the Client a surcharge equivalent to this cost.
2. Administrative Fee for Negligence: If an LEI issuance or renewal process fails or is aborted due to the Client providing incorrect information or demonstrating negligence, and this results in penalties from the LOU, LEI REGISTRY LTD reserves the right to charge the Client an administrative fee of 30 EUR (or equivalent in GBP).

5. Liability and Disclaimers

1. The Client is responsible for ensuring the accuracy of all information provided. The Client warrants that the collection of all Customer Data provided to us complies with all applicable laws.
2. Indemnity: The Client agrees to defend, indemnify, and hold harmless LEI REGISTRY LTD, its parent company GCBS LTD, and Nasdaq CSD SE from and against any claims, losses, damages, and costs (including reasonable attorney’s fees) arising out of the Client’s breach of these terms, misuse of the service, or provision of incorrect or unlawful data.
3. While we strive to provide a reliable service, LEI REGISTRY LTD, its affiliates, and its officers are not liable for any direct or indirect damages that may result from the use of our LEI services.
   
4. This exclusion includes, but is not limited to, liability for any loss of profits, loss of data, loss of revenues, loss of trades, or for any indirect, special, punitive, consequential, or incidental loss or damage of any nature arising from any cause whatsoever.
5. Furthermore, the Client expressly agrees that neither LEI REGISTRY LTD nor Nasdaq CSD SE are responsible or liable for any decision or action the Client takes as a result of reliance on the LEI service, Third-Party Content, or any results obtained using the service.

Right to Audit Third-Party Data Usage: The Client agrees that LEI REGISTRY LTD, Nasdaq CSD SE, or its third-party data providers may audit the Client’s compliance with the terms of use for any third-party data accessed by the Client through the service, provided the Client is given reasonable prior notice. The Client shall bear the reasonable costs of such an audit if it reveals that the Client has breached the terms of use.

6. Governing Law and Jurisdiction

This agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising under or in connection with this agreement.

Disclosure Regarding LOU Agreement: The Client acknowledges that the underlying agreement for the issuance of the LEI (between the RA and Nasdaq CSD SE) is governed by the laws of the Republic of Latvia.

7. Data Protection and GDPR Compliance

LEI REGISTRY LTD is fully committed to protecting the Client’s personal data and complies with the UK GDPR and the EU General Data Protection Regulation (GDPR). We collect and process personal data exclusively for the purpose of providing our LEI services. By using our services, the Client consents to this data collection and processing.

Data Handling and Retention

1. Data Retention and Third-Party Processing: The Client acknowledges that for the purpose of maintaining the LEI record and adhering to regulatory requirements, LEI REGISTRY LTD, GCBS LTD, and/or Nasdaq CSD SE are obligated to store and maintain copies of Customer Data, including personal data, for a period of at least ten (10) years following the termination of the service.
2. The Client’s personal data will be processed and stored in accordance with our Privacy Policy and the data processing agreements within the group and with Nasdaq CSD SE.
3. Please consult our privacy policy on the LEI REGISTRY LTD website for full details.

8. General Provisions

8.1. Amendments

LEI REGISTRY LTD reserves the right to amend or change these Terms and Conditions at any time without prior notice. The Client is responsible for regularly reviewing the most current version.

8.2. Transparency and Regulatory Compliance (GLEIF Requirements)

LEI REGISTRY LTD operates in full compliance with the GLEIF Registration Agents Governance Framework. The Client acknowledges the following key requirements for transparency:

• Identity Disclosure: LEI REGISTRY LTD’s status as a local specialist for the parent RA (GCBS LTD) and the identity of our partner LEI Issuer (LOU), Nasdaq CSD, are clearly displayed on our website, in promotional materials, and in all communications with the Client, including the LEI of both the RA (6367000JXG942DHDPK43) and the relevant LOU (485100001PLJJ09NZT59).
• Marketing Conduct: We adhere to the marketing regulations of the Client’s jurisdiction and will not overload the Client with unsolicited offers. We will only approach legal entities with managed LEIs that are not under our management no earlier than six (6) weeks prior to their renewal date.
• Multi-Year Contract Transparency: For multi-year services, the practices and the payment cycles between the Client, the Registration Agent, and the LOU will be fully detailed to ensure alignment and transparency throughout the entire contract term.

8.3. Service Interruption and Modification

LEI REGISTRY LTD reserves the right to temporarily suspend, cancel, or modify the Service, in whole or in part, by providing the Client with reasonable notice, if:

• a) All or part of the Service depends on an agreement with a third-party provider (such as Nasdaq CSD SE) and that third-party agreement is modified or terminated, or the third- party provider suspends access to the service; or
• b) The provision of all or part of the Service becomes illegal or contrary to any rule, regulation, guideline, or request of any regulatory authority having jurisdiction over the Service.

8.4. Sanctions and International Compliance

LEI REGISTRY LTD strictly adheres to international financial sanctions regulations (including UK Treasury, UN, EU, and OFAC lists). We reserve the right to refuse service, suspend an application, or cancel an existing LEI management contract immediately if the Client or its beneficial owners are identified on any such sanctions lists.

8.5. Force Majeure

LEI REGISTRY LTD shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

9. Intellectual Property and Use Restrictions

1. Ownership: The Client acknowledges that all rights, title, and interest in the Service (including software, documentation, and data derived from the Service, excluding the Client’s original Customer Data) belong to Nasdaq CSD SE and its licensors.
2. Prohibited Use: The Client is expressly prohibited from:
   • Modifying, translating, decompiling, reverse engineering, disassembling, or creating derivative works from the Services.
   • Circumventing technical measures employed to control access to the Service.
   • Uploading or transmitting material containing viruses or other harmful code to the Service.