Terms and Conditions for the registration of a Legal Entity Identifier BOX (LEIBOX)

(Updated on 10 December 2019)

1. Scope

1.1 LEIBOX Organisation grants accreditation to Local Operating Units (LOU’s) authorizing it to verify, connect and update legal entities/firm Email address connected to LEI code. Local Operating Units (LOU’s) can be found at¬†Imprint¬†and operate via www.leibox.org

1.2 These Terms and Conditions shall apply to all services provided to Participants (as defined in section 2.1 below) by LEIBOX relating to Participant verification, updating, connecting, registration, subscription and/or renewals, applications, and/or management of LEIBOX (the “Services”).

1.3 These Terms and Conditions are subject to the requirements of the International Organisation of LEIBOX for LEIBOX Services; recommendations provided by the Board of Financial Stability (BoFS); and the recommendations made by the LEIBOX Regulatory Oversight Function Committee (LEIBOX OFC) and LEIBOX Organization (LEIBOX ORG), all of which are incorporated by reference and each as amended from time to time.

2. Services

2.1 Each participating legal entity/company (hereafter referred to as “Participant”) register its details of LEI code and primary Email address and complete the authentication/verification process. LEIBOX shall provide a Web site (hereafter referred to as the “LEIBOX Web Site”) for the said registration, authentication, connection and verification, and subscription of LEIBOX Services process and shall provide Participant with support to complete registration, authentication, verification, updating and subscription.

2.2 Upon successful verification and/or updating of Services, LEIBOX shall issue verification Email to the connected Email address inbox. After verification and/or updating of Services on LEIBOX Web Site, Participant may change the Email address for a fee when needed following LEI Fee Schedule 1A (link to LEI Fee Schedule 1A in section 4.1). To register multiple LEIBOX subscription services; repeat the process of first LEIBOX verification and connection on LEIBOX Web Site.

2.3 The agreement between LEIBOX and Participant governed by these Terms and Conditions shall take effect when a Participant is completing webform “Connecting/Verifying LEIBOX” via the LEIBOX Website.

2.4 Upon receipt of a LEIBOX connection/verification, LEIBOX shall notify the Participant via provided Email by the Participant of verification. The verification process which includes several due diligence steps, performed by LEIBOX and the Participant, among, but not limited to: who has the Right-to-Sign of the Legal Entity, the IP from which the application was filed and timestamp.

2.5 Once the connection/verification is successfully accomplished, the Participant shall complete the full payment following terms and conditions LEI Fee Schedule 1A.

2.6 LEIBOX may expand the scope of, modify or suspend the operation of the LEIBOX Web Site at any time and without notice to Participant.

2.7 LEIBOX annually review the information provided by the Participant as part of the registration and authentication process and Service. The Participant is obligated to update the primary Email address connected to the LEI code if the primary Email address change.

2.8 Business hours and response times

The LEIBOX Web Site shall be available 24 hours per day, seven days per week. LEIBOX customer service shall be available to Participants via Email. Participant inquiries and connection/verification requests shall be processed by the close of business on the workday following the day the query or request is received by LEIBOX.

3. Participant duties; legal notice

3.1 Participant shall provide LEIBOX with all information and documents required for the registration and authentication process. Participant warrants that all information provided it is accurate, complete and up to date. If Participant submits inaccurate information, LEIBOX may disallow Participant’s access to the LEIBOX Web Site and flag any LEIBOX that has been previously issued to such Participant.

3.2 In connection with the registration, authentication and connection and verification process, it may be necessary for Participant to grant a power of attorney to an employee of Participant or an authorized third party (e.g. bank) who is responsible for implementing such process on behalf of Participant (an “Authorized User”). If Participant wishes to grant its employee or third party such power of attorney, Participant agrees that any connection and verification of LEIBOX services by executive, board member, employee, representing attorney or authorized third party is interpreted by LEIBOX as Participant has granted a power of attorney to executive, board member, employee, representing attorney or authorized third party. LEIBOX should not be held responsible for any mishandling of connection or verification request by any Participants connection, verifying or updating related activities.

3.3 Participant agrees to review its information regularly by ensuring provided LEI code and Email is up to date. Participant also agrees to update provided information if changed since connection and verification and to pay related fees for the services provided by LEIBOX to update the provided information from Participant in accordance with LEI Fee Schedule 1A. Participant shall promptly notify LEIBOX of any change(s) to such information, insofar as such changed information relates to LEI code and Email. Such notification shall be effected via the LEIBOX Web Site web form by entering the correct new data. Failing such annual review, Participant acknowledges and agrees that its LEIBOX will invoice the remaining cost of services following: LEI Fee Schedule 1A and cancelling its services to Participant. The Participant can at any time re-connect and verify LEIBOX by entering the correct data. The previous invoiced period is still valid Participant agrees to pay both fees following: LEI Fee Schedule 1A.

3.4 Any failure to promptly notify LEIBOX regarding any change in Participant’s registration information, authentication or the granting of power of attorney for any Participant LEIBOX shall result in the use of any LEIBOX previously issued to Participant being suspended until any such changes have been notified to and effected by LEIBOX.

3.5 Participant acknowledges and agrees that connecting, verifying and/or updating of any LEIBOX and the annual renewal thereof shall be contingent upon Participant compliance with the terms and conditions set out by LEIBOX. All changes in the LEIBOX requirements shall be communicated to Participant by LEIBOX through communication on the LEIBOX Website terms and conditions. Only significant changes to terms and conditions will be informed to the Participant via Email.

3.6 Participant agrees to pay the fees to LEIBOX set out¬†LEI Fee Schedule 1A, the price list can be amended from time to time. If Participant fails to pay such fees, including if LEIBOX issues a payment reminder to Participant, LEIBOX may suspend Participant from using the LEIBOX LEI Web Site and Participant’s LEIBOX will lapse at the expiry of the then running five (5) years period.

3.7 Participant shall promptly report to LEIBOX any change that is reasonably likely to influence the LEIBOX.

3.8 LEIBOX shall be entitled to transfer LEIBOX information to any other LEIBOX organization, with or without Participant’s permission.

3.10 LEIBOX changes if effected at Participant’s request, shall be subject to a fee following¬†LEI Fee Schedule 1A.

3.11 Participant acknowledges and agrees that it is obliged to pay the annual revalidation and renewal fees following LEI Fee Schedule 1A.

3.12 Participant acknowledges and agrees that LEIBOX may be required by applicable laws or internal policies to change the information provided by the Participant.

3.13 Participant acknowledges and agrees to connect and verify one (1) LEIBOX for each (1) LEI code.

3.14 Participant agrees that if and to the extent that under any applicable (current or future) legislation a LEIBOX might be subject to any intellectual property rights and the Applicant be considered as the right holder, it shall fully and irrevocably transfer such rights to LEIBOX or, if a transfer is not legally possible under applicable legislation, irrevocably license such rights to LEIBOX with the permission to sub-license such rights to the LEIBOX Organization.

3.15 Participant shall be responsible and liable for all access to and use of the Services and the LEIBOX Website by Authorized Users or otherwise through Participant’s account and for the Authorized Users’ compliance with these Terms and Conditions. Upon registration.¬†

4. Fees and Payment Terms

4.1 Fees shall apply annually and be based on the price list LEI Fee Schedule 1A amended from time to time.

4.2 The fees are subject to the statutory VAT rate as amended from time to time. Any additional tax, fee or charge related to the LEIBOX services shall be paid by Participant.

4.3 The fees shall be due and payable in conjunction with the connection and/or verification of LEIBOX on the LEIBOX Website or, in the case of yearly renewal of its services, the Participant agrees to keep data; LEI code and Email up to date for the early renewal of LEIBOX services in accordance with section 3.3. above. Payments shall be made via the LEIBOX Website’s payment system or via sent invoice. An invoice covering the fees owed for the next five (5) years shall be made available to Participant upon request via Email by the Participant.

4.4 If Participant elects to proceed with the Service requested, it agrees to pay all fees incurred for the minimum and not limited to five (5) years. Participant acknowledges that it is required to pay fees upon connection and/or verifying or updating LEIBOX and for the yearly renewal. Applicant agrees to pay fees each time for altering Email address after initial connection and/or verification. All fees for services shall be billed to Participant and are non-refundable. Participant shall be solely responsible for its payment. Payments for services available through this website (LEIBOX Website) can be processed by a third-party payment processor, e.g. PayPal, and are governed by PayPal’s terms and conditions, available here (https://www.paypal.com/us/webapps/mpp/ua/useragreement-full) and are subject to the Privacy Provisions made available on the LEIBOX Website.

4.5 LEIBOX process the LEIBOX connection, verification and updating requests of Participant immediately upon Participant requested to connect, verify and/or update LEIBOX services via LEIBOX Website web form. Participant agrees to be obligated to pay for LEIBOX services following LEIBOX Terms and Conditions and price list¬†LEI Fee Schedule 1A¬†by connecting or verifying or updating LEIBOX. Connecting, verifying or updating of LEIBOX is complete by Participant completing Webform, e.g. clicking “UPDATE LEIBOX DATA”. If the Participant does not pay for LEIBOX services after connecting or verifying or updating LEIBOX, LEIBOX has the full right to invoice the Participant plus added fees for manual work and handling. If the result of the data validations conducted by LEIBOX indicates that a LEIBOX connection or verification or updating can be completed, LEIBOX notifies this to Participant via registered Email. If the validation indicates that the technical prerequisites for a LEIBOX connection or verification or updating are not fulfilled or the application was incomplete or otherwise incorrect, LEIBOX is authorized to reject the LEIBOX connection or verification or update. No refund shall be owed to Participant in these cases.

4.6 LEIBOX may modify its fee arrangements to reflect inflation or offset rising system provisioning and maintenance costs, or to modify its fee arrangements on other cost-related grounds. LEIBOX may modify its fee arrangements in its reasonable discretion. LEIBOX shall communicate any such modification to Participants three months before the modification takes effect on LEIBOX Website in price list¬†LEI Fee Schedule 1A. Participant agrees to check Terms and Conditions and price list¬†LEI Fee Schedule 1A¬†regularly for changes. If any such modification increases Participant’s fees by more than twenty-five (25) per cent (%) than the fees payable by Participant in the prior year, Participant may opt for the previous set price by informing LEIBOX via Email at least ninety (90) days before the new fees take effect.

4.7 All participants must pay fees following LEI Fee Schedule 1A.

5. Term and Cancellation

The agreement governed by these Terms and Conditions shall remain in effect until either;

5.1 Participant or LEIBOX is dissolved or otherwise ceases to operate completely Notice of termination shall be submitted in writing by the terminating party, and shall be effected upon confirmation of receipt by the non-terminating party.

5.2 Participant requesting an invoice for the remaining service period and complete payment for the before-mentioned period. Until requested invoice including all fee’s for the remaining time and manual handling has been paid in full, the Participant is required to pay for LEIBOX services annually.

6. Liability

6.1 Any liability imposed on LEIBOX for any information provided by Participant in connection with its registration or authentication or verification or connection or subscription process shall be excluded. Participant shall hold LEIBOX harmless for any claim or liability arising from its failure to maintain accurate, complete and up-to-date information, or providing incorrect, incomplete or outdated information to LEIBOX for the purpose of its registration, authentication or connection or verification or updating or subscriptions.

6.2 LEIBOX shall provide its Services related to registration, authentication or connection or verification or updating or subscriptions diligently and with due care. Notwithstanding the foregoing, LEIBOX shall not be deemed or construed to guarantee that any issued information and/or any LEIBOX and/or any information stored in the LEIBOX Repository is accurate and up to date at all times and/or at all times is compliant with the international LEI standard ISO 17442, the recommendations of the FSB, and the recommendations of the LEI ROC, each as amended from time to time; nor shall LEIBOX be liable for any typographic or spelling errors made in any such information. Notwithstanding the foregoing, LEIBOX shall endeavour to promptly correct any such error upon being informed of such error.

6.3 If, due to force majeure or unforeseeable circumstances beyond the control of and/or not attributable to LEIBOX, the functionality of the LEIBOX Web Site and/or the LEIBOX Repository is limited or deactivated, any LEIBOX obligation to operate the LEIBOXI Web Site and/or LEIBOX Repository shall be excluded for the duration of such limited or suspended functionality. “Force majeure” shall encompass fires; labour strikes; labour lockouts; technical failure (including any instance of network unavailability; any denial of access attacks; any other instance of hacking; and so on) and/or any other circumstance or event that is beyond LEIBOX’s control and that is not attributable to LEIBOX. Any LEIBOX liability for any damages resulting from a force majeure event, or any circumstance or event that is equivalent in nature to a force majeure event, shall be excluded.

6.4 The Participant shall be liable in the event of damages caused by its malicious intent or gross negligence. In the event that any instance of negligence occurs, the Participant shall incur liability solely: (a) in the event of any breach of any material contractual obligation which fulfilment is indispensable for due performance of the agreement resulting from these Terms and Conditions (i.e. any duty that the Participant could have reasonably expected the other party to fulfil as a matter of course); or (b) in the event of any injury to life, limb or health.

6.5 In the event of any instance of negligence, pecuniary liability shall be limited to the amount of reasonably foreseeable loss, injury or damage.

6.6 In the event of any loss of data, LEIBOX liability, shall be excluded insofar as such loss is attributable to such party’s having failed to back up the relevant data, to ensure that any lost data can be recovered with reasonable effort.

6.7 The aforesaid provisions shall also apply to any agent of either of the parties to the agreement resulting from these Terms and Conditions.

7. Data

7.1 LEIBOX may provide unrestricted access to any and all information provided by Participant in connection with the related to registration, authentication or connection or verification or updating or subscriptions process of LEIBOX Services; any LEI and Email that Participant register for registration, authentication or connection or verification or updating or subscriptions and that has been issued to Participant, in accordance with the requirements of the international LEI standard ISO 17442.

7.2 Participant authorizes LEIBOX to make Participant’s data available to third parties, be used, stored, and processed by or on behalf of LEIBOX.

7.4 Specific data protection provisions are set out by LEIBOX Regulatory Oversight Function Committee (LEIBOX OFC) apply in relation to the payment platform used by LEIBOX.

8. General Provisions

8.1 These Terms and Conditions shall be governed by¬†Switzerland law, whereby application of the United Nations Convention on Contracts for the International Sale of Goods of 1980 (“CISG”) shall be excluded.

8.2 The place of performance and jurisdiction for any dispute arising from the agreement resulting from These Terms and Conditions shall be¬†Z√ľrich, Switzerland.

8.3 If any provisions of these Terms and Conditions are or become invalid, the validity of the remaining provisions shall remain in force and unaffected. In such a case, the parties shall replace any provision that becomes ineffective with a written covenant which effectiveness and feasibility are as close as possible to the operative and economic intentions of the invalid clause, to the extent permissible by applicable law. The foregoing shall also apply to any administrative error or unintended effect of a clause in the agreement resulting from these Terms and Conditions.

8.4 These Terms and Conditions shall be subject to change insofar as such change is required by LEIBOX Organization (“LEIBOX ORG”), LEIBOX Regulatory Oversight Function Committee (LEIBOX OFC) or by law. Participant further acknowledges that LEIBOX reserves the right to amend these Terms and Conditions from time to time. LEIBOX agrees that the amended Terms of Conditions shall be made available to participants via LEIBOX Website.

8.5 To the extent documents, papers or information (including these Terms and Conditions) are made available on the LEIBOX Website in various languages. In the event of discrepancies between the different language versions, the English version shall prevail. The English wording also has precedence concerning the interpretation and meaning of the text used therein. Versions in other languages (translations) are understood as being provided merely for convenience.

8.6 Unless otherwise expressly provided in these Terms and Conditions, Participant agrees that all intellectual property rights in and to the LEIBOX Website, the Services and any metadata are owned by LEIBOX or its licensors and organizations.

8.7 Participant acknowledges that LEIBOX reserves the right to amend these Terms and Conditions from time to time. Such amended Terms and Conditions shall be made available on LEIBOX Web Site for Participant on the occasion of the next annual verification and renewal of Services and subscriptions by Participant of its data following section 3.3 and become immediately effective.

8.8 LEIBOX will handle any personal data (including any personal data of an authorized user) following the “Privacy Policy” made available on the LEIBOX Website.

8.9 All notices required to be given hereunder shall be in writing (Email included) to the other party’s registered business address, principal place of business or address identified on its webpage or the (Email) address identified when registration or authentication or connection or verification or updating or subscriptions LEIBOX to use the Services or otherwise updated by the authorized user from time to time.

8.10 Failure by LEIBOX to assert a right under these Terms and Conditions shall not be deemed as a waiver to exercise such right. No waiver of any reason set forth herein shall be considered as valid unless given in writing and signed by LEIBOX.