Terms and Conditions for LEI Applications
This website, http://www.isedirect.ie ("Website") is owned and maintained by The Irish Stock Exchange PLC., trading as Euronext Dublin ("Euronext Dublin", "we", "us" or "our"), a company registered in Ireland with company number 233947.The registered office and address of Euronext Dublin is 28 Anglesea Street, Dublin 2.
Euronext Dublin is regulated by the Central Bank of Ireland, and authorised as an operator of a regulated market and of multilateral trading facilities under the Markets in Financial Instruments Directive 2017 ("MiFID").
Your use of our Website is governed by our terms and conditions of website use and our content standards and acceptable use policy. We only use your personal information in accordance with our Privacy Statement and Cookies Policy. Please take the time to read each of these, as they include important terms which apply to you.
This page (together with the documents referred to on it, including any additional terms referred to in it) sets out the legal terms and conditions ("Terms") which will apply to the contract between you and us for the provision by us to you of the LEI Services (as defined below). Please read these Terms carefully and make sure that you understand them, before requesting us to provide any of the LEI Services to you. Please note that by requesting the provision by us of any of the LEI Services, you confirm and agree to be bound by these Terms and the other documents expressly referred to in them.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms, including the Charges (as defined below), from time to time. Please check these Terms each time you request us to provide the LEI Services to ensure you understand the terms which will apply at that time.
These Terms, and the Agreement (as defined below) between us, are only in the English language.
1. DEFINITIONS AND INTERPRETATION
1.1 The following terms and expressions shall have the meanings set our below:
"Agreement" means the agreement concluded between Euronext Dublin and the Organisation for the purposes of Euronext Dublin providing the LEI Services and which consists of: (1) the LEI Application Form; (2) these Terms; and (3) our Privacy Statement and all other documents that are incorporated into these Terms or which otherwise become part of our agreement with you;
"Business Day" means any day on which banks are generally open for business in Dublin excluding Saturdays and Sundays and bank holidays. A Non-Business Day shall be construed accordingly;
"Charge" means, in respect of the LEI Services, the price charged by Euronext Dublin in respect of that LEI Service, details of which are set out in paragraph 9;
"Content" means all the information and documentation requested by us on the LEI Application Form and supplied by you to us when you apply to us for the provision of the LEI Services which is required to be provided in accordance with ISO17442 to enable Euronext Dublin to issue a LEI, or to enable Euronext Dublin to comply with a request by you to have a LEI which has been issued to you by a LOU or pre-LOU other than Euronext Dublin ported to Euronext Dublin, and includes any annual updates of or additions to such information as you may be required to supply by any applicable law or regulation or which may be requested from you by us;
"Force Majeure Event" means, in relation to either Euronext Dublin or you, any event or circumstance which is not reasonably foreseeable and beyond its reasonable control, including without limitation: strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, inability to communicate with third parties for whatever reason, failure of any computer system, or failure of public or private telecommunications networks (including any mobile phone network), and which prevents or limits the ability of Euronext Dublin or you to meet its obligations under the Agreement;
“GLEIF” means the Global Legal Entity Identifier Foundation, a non-profit foundation incorporated by the Financial Stability Board under the laws of Switzerland on June 26, 2014, dedicated to serve the interests of the public and the implementation of ISO 17442;
"ISO 17442" means the international standard "Financial LEI Services – Legal Entity Identifier (LEI)" developed by the International Organization for Standardization with ISO reference number 17442;
"Legal Entity" means a legal person or structure organised under the laws of any jurisdiction, any governmental or non-governmental entity that is established by international law or treaty or incorporated at an international level;
"LEI" means the unique legal entity identification code comprising 20 characters issued by Euronext Dublin (or any other pre-LOU) to you in compliance with ISO 17442 allowing for legal entity identification within the global financial services industry and the regulatory community in general and which, following full implementation of ISO 17442, will automatically and without further action on your part become an LEI and references to "LEI" shall be construed accordingly. The first four characters of Euronext Dublin-issued LEI codes contain the pre- fix 6354;
"LEI Application Form" means the form completed or to be completed by you within this website, ISEdirect, requesting that we provide the LEI Services to you;
"LEI Services" means the allocation to you by Euronext Dublin of a LEI or the processing of a request from you to have a LEI which has been issued to you by an LOU or a pre-LOU other than Euronext Dublin ported to the LEI Register, and the maintaining by Euronext Dublin of the LEI Register;
“LEI Register” means the list of LEIs that Euronext Dublin maintains, including: (i) LEIs that Euronext Dublin has allocated and LEIs issued by an LOU or pre-LOU other than Euronext Dublin that have been ported to Euronext Dublin, and (ii) a database containing information relating to all holders of LEIs that Euronext Dublin has allocated or which have been issued by an LOU or pre-LOU other than Euronext Dublin and ported to Euronext Dublin, including the Content which may be accessed by the general public in any jurisdiction at any time free of charge;
"Local Operating Unit" or "LOU" or “pre-LOU” means the individual entities in each jurisdiction designated as being the competent authority to issue LEIs in that jurisdiction, and in Ireland being The Irish Stock Exchange plc., trading as Euronext Dublin ("Euronext Dublin") Euronext Dublin, having been designated as such by the Central Bank of Ireland;
“Master Agreement” means the agreement entered into between us and GLEIF for the issuance and maintenance of LEIs in Ireland;
"Organisation" means the Legal Entity which is named on the LEI Application Form;
"Pre-Paid Account" means the account, if any, which you created with us subject to a formal agreement being in place which is to be used by us to discharge amounts incurred by you with respect to, inter alia, the LEI Services; and
"Privacy Statement"is the information as set out upon which Personal Information (as defined in the Privacy Statement) about you received in respect of the Agreement will be gathered and processed;
1.2 Words in the singular shall include the plural, and vice versa.
1.3 The headings in these Terms are for convenience only and shall not affect the interpretation of any provision of the Agreement.
1.4 References to the words "includes' or "including" shall be construed without limitation.
1.5 When we refer, in these Terms, to "in writing", this includes e-mail.
1.6 References to "you" or "your" means the person, acting on behalf of an Organisation, who has completed a LEI Application Form and who requires us to provide the LEI Services for that Organisation on these Terms and, where the context permits, the Organisation.
2. PROVISION OF THE SERVICES AND AUTHORITY
2.1 In consideration of the representations, warranties and undertakings given by you and in further consideration of the payment of the Charges by you, Euronext Dublin agrees to provide the LEI Services to you subject to these Terms.
2.2 You warrant and represent to us that you have the full and unfettered power, legal capacity and authority on behalf of the Organisation to request Euronext Dublin to provide the LEI Services, to incur the Charges and to enter into and perform the obligations set out in the Agreement for you.
2.3 You acknowledge that our ability to issue an LEI to you hereunder and to renew such LEI thereafter is subject to the practices and procedures mandated from time to time by GLEIF.
2.4 You also acknowledge that all information provided by you to us (including each of the LEI Application Form and the Content), and all communications and information generally provided to us on behalf of your Organisation must be submitted by your Organisations duly authorised signatories only and must be appropriately dated and signed by such authorised signatory when so doing.
3.1 You shall ensure that your password and any other piece of information which we might provide or issue to you as part of our security procedures, are kept secure and confidential and that access to your password, or any other piece of information, is restricted to you only.
3.2 You shall treat your, password and any other piece of information issued to you by Euronext Dublin as part of our security procedures, as confidential, and you shall not disclose it or them to any third party. We have the right to disable your password, whether chosen by you, or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
4.1 In order for us to be able to commence providing the LEI Services to you, you must complete and submit an LEI Application Form and provide true, full and authentic Content to us.
4.2 By completing and submitting a LEI Application Form and providing the Content you expressly: (i) acknowledge that you may only hold one LEI whether issued by us or by any other LOU or pre-LOU ; and (ii) warrant, represent and confirm to us that the Content is true, complete, accurate, full and authentic in all respects and that you have not previously applied to Euronext Dublin for a LEI, or to any other LOU or pre-LOU for any similar legal entity identification number.
4.3 If when completing our verification procedure Euronext Dublin discovers that the Organisation has applied for, or been granted, any similar legal entity identification number equivalent to a LEI by any other LOU or pre-LOU, your application for the issue of a LEI shall be rejected but the Charges shall still be payable by you.
4.4 You acknowledge that once a LEI has been issued by Euronext Dublin (or by another pre-LOU and ported to Euronext Dublin) there will be an obligation on:
4.4.1 The Organisation shall provide us with any additional information which we believe is required to enable us to comply with any changes in applicable law, or to provide us with such additional information as our internal practices and procedures mandate as being required or which we are required to obtain pursuant to the terms of the Master Agreement (together Additionally Mandated Information) and you irrevocably undertake to provide us with all such Additionally Mandated Information within the timelines specified by us for the provision by you of such information to us; and
4.4.2 The Organisation shall ensure that the Content remains up to date and accurate and you irrevocably undertake and agree to notify us immediately of any changes to the Content and to undertake a verification exercise of the Content at least once in each calendar year by logging on to your account and either confirming that the Content remains accurate in all respects or updating such of the Content which is inaccurate or incorrect.
4.5 In consideration of us providing the LEI Services to you and issuing you with a LEI (or porting to Euronext Dublin a LEI which has been issued to you by an LOU or pre-LOU other than Euronext Dublin) you irrevocably and unconditionally covenant with and undertake to us that your Organisation will indemnify and keep fully indemnified Euronext Dublin from and against any and all fines, penalties, awards, claims, actions, proceedings, judgments, decrees, orders, liabilities, losses (including but not limited to consequential losses and loss of profits, revenue and/or goodwill) costs and expenses of whatsoever nature, howsoever arising (including, without limitation, any professional fees, charges or expenses incurred in investigating, obtaining advice with respect to or resisting or appealing any such fines, penalties, awards, claims, actions, proceedings, judgments, decrees, orders, liabilities, losses, costs or expenses) suffered or incurred by us as a direct or indirect consequence of the representation and warranty at paragraph 4.1 being inaccurate, misleading or incorrect in any respect or by virtue of you failing to comply with the undertaking given at paragraph 4.4
4.6 You acknowledge that failure by you to undertake a verification exercise as required by paragraph 4.4 may result in Euronext Dublin withdrawing your LEI.
4.7 You undertake to, and shall notify us immediately in accordance with the communication/notices provisions set out in paragraph 14.1 forthwith upon you becoming aware of any challenge by any party of the LEI issued to you, or of any of the Content submitted by you, or the information in the LEI Application Form submitted by you.
4.8 You acknowledge that we may contact you in accordance with the provisions of clause 14.1 in the event that we are notified of or wish to make, any challenge against your right to an LEI and/or the LE-RD.
4.9 You acknowledge that we may at any time, and from time to time, in order to:
- comply with our own internal policies, including those relating to our management and control of information; and
- mandatory law (including, without limitation, the practices policies and procedures issued from time to time by each of GLEIF and/or the Central Bank of Ireland),
be entitled at any time to change, including to amend, correct, augment and/or delete any of the LE-RD and the Content.
We will notify you in accordance with clause 14.1 in the event that we do so amend, correct, augment and/or delete any of the LE-RD and the Content pursuant to our rights under this clause 4.9.
5. WAIVER OF RIGHTS AND LICENCE
5.1 By completing and submitting a LEI Application Form to us, or requesting that a LEI issued to you by an LOU or pre-LOU other than Euronext Dublin be ported to Euronext Dublin, you acknowledge that the LEI Register, including the LEI assigned to you, and the database containing information relating to all holders of a LEI, including the information submitted by you to us when completing the LEI Application Form, is being provided by us as service to, and may be accessed by, the general public in any jurisdiction at any time free of charge on an unrestricted basis.
5.2 You further confirm and acknowledge that the Content is non-confidential and non-proprietary and that your Organisation grants to us an irrevocable, royalty free, non-exclusive, transferable, worldwide licence to:
(a) use any or all of the Content for the purposes of providing the LEI Services and generating or maintaining databases of information concerning Legal Entities;
(b) electronically reproduce and distribute, and publicly display the Content on any website operated by us, including the Website, which may be accessed free of charge, and copied, on a unrestricted basis by the general public in any jurisdiction; and
(c) use, copy, reproduce, distribute, transfer, compile and disclose any Content to third parties, including to any other LOU or pre-LOU, in any form, in any media and via any technology we choose for any purpose whatsoever.
6.1 We shall not be liable to you or any other party, for any delay in performance or non-performance of our obligations hereunder to the extent that such delay or non-performance is caused by a Force Majeure Event.
6.2 In no circumstances (other than circumstances of fraud, dishonesty or wilful misconduct on our part) shall we be liable for damage to reputation, loss of profit, goodwill, business opportunity or anticipated savings suffered by you or any third party as a result of any misrepresentation or breach of duty by us whether in statute, contract or tort (including negligence).
6.3 Subject to paragraph 6.2, we shall be liable for any loss suffered by you as a result of our breach of duty whether in statute, contract or tort (including negligence) however our liability in such circumstances shall be limited to €150 per occurrence or series of occurrences arising from a single cause.
7. FORMATION OF THE AGREEMENT
7.1 The submission of a LEI Application Form by you to us, or a request made by you that a LEI which has been issued to you by an LOU or pre-LOU other than Euronext Dublin be ported to Euronext Dublin, shall be deemed to be acceptance by you of this Agreement.
7.2 Notwithstanding the submission by you of a LEI Application Form, the issue by us of a LEI to you shall be conditional upon the verification procedures which we are required to undertake to comply with ISO 17442 having been completed to our absolute satisfaction and we may refuse, at our absolute discretion and without any need to assign a reason therefore, to issue a LEI if the verification process is not completed to our satisfaction or where you fail to provide any of the Content.
8. PAYMENT AND REFUNDS
8.1 We shall make a Charge for: (i) the issue of each LEI; (ii) each annual verification exercise undertaken by you in compliance with paragraph 4.4.; and (iii) each annual renewal by us of each LEI hereunder. The current Charges are set out in paragraph 9. You acknowledge [Point 13].
8.2 You can choose to pre-pay for the LEI, or the annual verification exercise undertaken by you in compliance with paragraph 4.4 using either your Pre-Paid Account or by using a debit card or credit card which is accepted by Realex and/or PayPal. If you pay by credit or debit card you warrant to us that you are aged 18 years and upwards.
8.3 It is your responsibility to ensure that there are sufficient funds available in your Pre-Paid Account to enable payment of all amounts due by you under the Agreement to be made. If there are insufficient funds in your Pre-Paid Account to enable such payment(s) to be made in full at the time you submit a LEI Application Form or undertake the verification exercise required by paragraph 4.3 you may elect instead to pay using a debit card or credit card which is accepted by Realex and/or PayPal.
8.4 Where you submit a LEI Application and elect to pay for a LEI(s) using a debit card or credit card which is accepted by Realex and/or PayPal and subsequently withdraw your LEI Application within 24 hours of submitting it, all Charges relating to that LEI Application will be refunded to you in full. No other refunds will be made.
9.1 Charges in relation to LEI Services may be subject to change (including the addition of additional Charges where we deem it necessary to do so, at any time and from time to time (including annually) at the absolute discretion of Euronext Dublin, or where required by any LOU or pre-LOU. Changes to the Charges will be posted on this website.
9.2 All Charges are subject to Irish value added tax, where applicable.
10. VARIATION OF THESE TERMS AND RELATED MATTERS
10.1 The LEI Services on this Website are provided by Euronext Dublin within the current requirements and functional scope of ISO 17442 and the directives issued by the Financial Stability Board and the Legal Entity Identifier Regulatory Oversight Committee. Euronext Dublin reserves the right to regulate this Website (in particular by the transfer of any LEI into the Global LEI System) or to change the type, content and scope of the LEI Services and these Terms at any time.
10.2 We reserve the right in our sole discretion to, at any time and from time to time, make changes to, impose limits or conditions on your use of, suspend or terminate the LEI Services provided under these Terms, (including changes to the Charges) without notice or liability except as required under applicable law.
10.3 Without prejudice to the provisions of paragraph 10.2 you hereby acknowledge that:
11. TERM & TERMINATION
11.1 This agreement shall continue in full force and effect for a period commencing on the date hereof and ending on the earlier of that date upon which:
- you go into liquidation; or
- we go into liquidation,
unless previously terminated by either party in accordance with the termination provisions set out in the following provisions of this clause 11 in this Agreement.
11.2 You hereby acknowledge that, subject to paragraph 11.7, you will no longer be entitled to a LEI from us in the event that the Agreement is terminated.
11.3 We may immediately terminate the Agreement and withdraw the LEI Services without notice or liability to you if:
a) you fail to undertake a verification exercise in contravention of paragraph 4.4;
b) you go into liquidation or if you enter into a voluntary arrangement with your creditors or equivalent procedure;
c) you cease trading;
d) any representation, warranty or statement made by you to us is or becomes untrue in any material respect;
e) we must do so in order to comply with any law;
f) we reasonably believe that the LEI Services have been used negligently, illegally or fraudulently by you, or by a third party as a result of your negligence or recklessness;
g) you commit a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified by us to do so;
h) you repeatedly breach any of the terms of the Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of the Agreement;
i) the Master Agreement is terminated or expires;
j) for any reason the Agreement becomes unenforceable or void; or
k) you abandon your status as a Legal Entity with an LEI.
If we take such action we will immediately give you notice in writing that we have done so.
11.4 The Agreement does not have a minimum or finite duration and, subject always to paragraph 11.6, will continue to be binding on the parties until it is terminated. Without prejudice to paragraph 11.2, we may terminate the Agreement on giving two months prior notice in writing to you.
11.5 You may at any time request that we deactivate your password and terminate the Agreement by giving us not less than 20 Business Days prior written notice to that effect.
11.6 Notwithstanding any other provision of the Agreement (including paragraphs 11.3 to 11.5 inclusive) you hereby acknowledge that once the Agreement becomes effective between you and us that we may, notwithstanding its earlier termination, enforce the provisions of the Agreement against you until the earlier of you or us ceases to exist.
11.7 The Agreement shall be deemed to have terminated with immediate effect in the event that the LEI issued to you is transferred in accordance with the terms of the Agreement to another LOU or pre-LOU or to GLEIF.
12. TEMPORARY WITHDRAWAL OF THE LEI SERVICES
12.1 In the event of a breakdown, fault or malfunction of, or connection to, any system used in connection with the LEI Services, or where there is a real or potential security risk, we shall be entitled, without incurring any liability to you to temporarily suspend the LEI Services or access to the Website for such reasonable period as may be required to remedy, address or resolve the system issue.
12.2 You accept that electronic communications, the internet, telephone lines and other telecommunications media may not be secure and communications via such media may be intercepted by unauthorised persons or delivered incorrectly. In consequence we cannot guarantee the privacy or confidentiality of communications via such media although we will put in place security measures to protect, so far as we are able or as is practicable, these methods of communications.
12.3 From time to time it may be necessary to or desirable for security reasons, maintenance, upgrades or other reasons to make the LEI Services unavailable to you and/or change authentication procedures or processes for accessing the LEI Services and while we will use reasonable endeavours to minimise any inconvenience caused to you, you accept that these events may occur and that we have no liability to you in the event of this happening.
13. TRANSFER OF THE LEI AND ASSIGNMENT
13.1 By completing and submitting a LEI Application Form to us, or requesting that a LEI issued to you by a pre-LOU other than Euronext Dublin be ported to Euronext Dublin, you acknowledge that the LEI Register and the responsibility for maintaining such LEI Register, including the LEI assigned to you, and the database containing information relating to all holders of a LEI, including the Content and all information submitted by you to us when completing the LEI Application Form may, at the instruction to us from GLEIF, be transferred by us to GLEIF and/or to another LOU or pre-LOU or to another entity operating as the LOU in Ireland in substitution for us (any such transfer being a Mandated Transfer and the party to which we are instructed to transfer such information and responsibility being the Mandated Transferee).
13.2 You further confirm and acknowledge that in the event that GLEIF instructs us to undertake a Mandated Transfer that we may, after having given prior written notice to you, assign and transfer all of our rights and obligations under the Agreement, and the database containing information relating to all holders of a LEI , including the Content and all information submitted by you to us when completing the LEI Application Form to such Mandated Transferee.
13.3 In addition to the foregoing provisions of this paragraph 13 we hereby expressly acknowledge that you shall, subject always to mandatory law (including the practices policies and procedures issued from time to time by the Central Bank of Ireland) be entitled at any time to:
• by notice in writing to us, request that we transfer the LEI assigned to you, and the Content and all information submitted by you to us when completing the LEI Application Form to another LOU designated by you in substitution for us (such transfer being an LEI Transfer); and
• request another LOU to effect an LEI Transfer from us to it on your behalf,
and we hereby agree that we shall not charge you any fees for agreeing to such LEI Transfer.
14.1 All notices to be sent to or from either Euronext Dublin or you in connection with this Agreement (apart from the LEI Application Form and the annual verification exercise undertaken by you in accordance with paragraph 443, which may only be submitted, or undertaken, using our Process LEI procedures) shall be delivered by letter/email to Euronext Dublin or your address/email address (as the case may be) shown on the LEI Application Form. It shall be your responsibility to notify us in accordance with these Terms of any change of address/email address (as the case may be) by logging onto your account and updating the details appropriately. Notices sent by email shall be deemed to be effective when sent, provided that no notification of non-delivery has been received by the sender. Notices sent by letter shall be deemed to be effective on the second Business Day after posting.
14.2 If any provision of the Agreement is held to be invalid or unenforceable the validity of the other provisions shall not be affected.
14.3 It is acknowledged that:
a) neither the Euronext Dublin nor you have relied on any prior representations when entering into the Agreement; and
b) the Agreement sets forth the entire agreement between Euronext Dublin and you with respect to the subject matter covered by it and that it supersedes all prior communications and understandings whether written or oral between Euronext Dublin and you relating thereto.
14.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
14.6 These Terms are governed by Irish law and the Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by Irish law. Both Euronext Dublin and you agree to the exclusive jurisdiction of the Irish courts to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).