Terms and Conditions of Service

1. Parties, Definitions and Role of the Registration Agent

1.1 The Parties

These Terms and Conditions (the “Terms”) govern the contractual relationship between

(a) Stellar Verity Solutions OU, a company registered in Estonia, Europe and identified by LEI 529900EUCQM9ZZJAYA93, acting under the trading name “LEI Comply” (“LEI Comply”, “we”, “our”, “us”); and

(b) the Legal Entity identified in the order form or registration request submitted via our Website or API (the “Client”, “you”, “your”), acting through a duly authorised representative.

1.2 Status of LEI Comply as a Registration Agent

1.2.1 LEI Comply is a Registration Agent within the Global Legal Entity Identifier System (the “Global LEI System”). LEI Comply is not a Local Operating Unit (“LOU”) and not an LEI Issuer. LEI Comply is not a part of the Global Legal Entity Identifier Foundation (“GLEIF”) and does not act on behalf of GLEIF.

1.2.2 All Legal Entity Identifiers (“LEIs”) requested, renewed or transferred under these Terms are issued, validated and maintained exclusively by our partnering LEI Issuer, Herausgebergemeinschaft Wertpapier-Mitteilungen Keppler, Lehmann GmbH & Co. KG (the “LOU”), an LOU accredited by GLEIF and identified by LEI 5299000J2N45DDNE4Y28.

1.2.3 LEI Comply is identified within the Global LEI System by LEI 529900EUCQM9ZZJAYA93, which is maintained in Registration Status “ISSUED” throughout the term of these Terms.

1.2.4 The role of LEI Comply is limited to: (a) supporting the Client in applying for, renewing and transferring LEIs; (b) acting as an intermediary between the Client and the LOU; (c) performing authorisation checks; and (d) collecting and forwarding the data required by the LOU. LEI Comply does not validate identity, does not perform tasks attributed to Validation Agents under the GLEIF rules, and does not make any decision regarding the issuance, renewal, transfer, cancellation or correction of an LEI.

1.3 Definitions

In these Terms, the following capitalised terms have the meanings set out below:

GLEIF – the Global Legal Entity Identifier Foundation (LEI 506700GE1G29325QX363), the Swiss not-for-profit foundation that governs the Global LEI System (https://gleif.org/).

Global LEI System – the worldwide system for issuing and maintaining LEIs, coordinated by GLEIF.

LEI – a Legal Entity Identifier, a 20-character alphanumeric code that uniquely identifies a legal entity participating in financial transactions, conforming to ISO 17442.

LE-RD – Legal Entity Reference Data, the reference data associated with an LEI as defined by GLEIF’s Common Data File Format.

LOU / LEI Issuer – the Local Operating Unit accredited by GLEIF that issues and maintains the Client’s LEI, as identified in clause 1.2.2.

Level 2 Data – the data relating to the Client’s direct and ultimate accounting consolidating parent entities, including the reporting type and any supporting references.

PoA / LoA – a Power of Attorney or Letter of Authorisation in which the Client authorises LEI Comply (and, where required, the LOU) to act on the Client’s behalf in relation to its LEI.

Services – the LEI Issuance, LEI Renewal and LEI Transfer services described in clause 3, together with any related support service offered by LEI Comply.

Transfer Objection Form — the form by which a Client objects to or cancels a transfer of its LEI to another LOU.

Website – https://leicomply.com.

2. Acceptance and Formation of the Contract

2.1 By submitting an order or registration request, the Client confirms that the individual submitting the request is a duly authorised representative of the Legal Entity and accepts these Terms in full.

2.2 The contract between LEI Comply and the Client is formed when LEI Comply confirms acceptance of the order by e-mail. Acceptance by the LOU of the underlying LEI application, renewal or transfer is a separate decision taken by the LOU and is not guaranteed by LEI Comply.

3. The Services

LEI Comply offers three clearly distinct services. The Client must select the correct service for its situation. LEI Comply will not honour orders that have been knowingly misrepresented.

3.1 LEI Issuance

The application for a new LEI for a Legal Entity that does not yet hold an LEI. LEI Comply collects the reference data, performs the authorisation check, and submits the application to the LOU. The LOU performs final data validation and issues the LEI.

3.2 LEI Renewal

The annual renewal of an existing LEI managed by the LOU, including the checking and validation of the LE-RD in the GLEIF database for the subsequent 12-month period. An LEI becomes eligible for renewal 60 days prior to its expiry date. Renewals submitted outside this window will not be processed.

3.3 LEI Transfer

The transfer of an existing LEI from a different LOU to the LOU identified in clause 1.2.2. A transfer requires a signed Power of Attorney or Letter of Authorisation from the Client, which LEI Comply will forward to the LOU as part of the transfer request.

3.4 Combined Transfer and Renewal

Where the Client wishes to renew an LEI that is currently managed by an LOU other than the one identified in clause 1.2.2, the LEI must first be transferred to that LOU. LEI Comply discloses the requirement for a transfer at the outset of the order and throughout the entire process. Transfer and renewal may be ordered as a single combined service for pricing and convenience.

3.5 Scope limitations

LEI Comply shall forward a correctly completed application to the LOU within one (1) working day after receipt of payment. Final activation depends on the LOU and public registries. LEI Comply does not represent that any particular outcome will be achieved within a specific timeframe. Processing times depend on the LOU, on the completeness and accuracy of data provided by the Client, on responses received from registries and from third parties, and on the GLEIF system.

4. Client Obligations, Authorisation and Data Accuracy

4.1 The Client warrants that:

• the individual placing the order is a duly authorised representative of the Legal Entity;
• all information provided is accurate, complete and up to date at the time of submission;
• the Client has the right and authority to apply for, renew or transfer the LEI in respect of the named Legal Entity; and
• the Client will promptly notify LEI Comply of any change to information provided that may affect the LEI or its LE-RD.
• The Client acknowledges that the LEI and its LE-RD will be disclosed in the GLEIF public database (Global LEI Repository).

4.2 Authorisation documentation. LEI Comply is required to verify that the Client is authorised. For LEI Issuance and LEI Renewal, LEI Comply retains the authorisation documentation. For LEI Transfer, the PoA / LoA is forwarded to the LOU as part of the transfer process.

4.3 Signature formats. The Client may sign authorisation documentation using any signature format that is legally compliant in the jurisdiction where the Legal Entity is established. For Clients in the European Economic Area or the United Kingdom, qualified electronic signatures under eIDAS are accepted, as are Estonian ID-card, Smart-ID and Mobile-ID signatures. For Clients in the United States, signatures compliant with ESIGN and applicable state UETA legislation are accepted. For Clients in Canada, signatures compliant with PIPEDA and provincial electronic commerce legislation are accepted. Specific markets may require physically signed documentation; LEI Comply will inform the Client where this applies.

4.4 Level 2 Data. The Client is required to report Level 2 Data (direct and ultimate accounting consolidating parents) for each new LEI application. The Client will indicate one of: parent with an LEI, parent without an LEI, or no information (with an applicable exception reason). The Client must update Level 2 Data during renewal if the underlying relationship has changed. LEI Comply does not charge any additional fee solely for reporting Level 2 Data in standard cases.

5. Rights in the LEI and Legal Entity Reference Data

5.1 The Client acknowledges that the integrity of the Global LEI System depends on LEIs and LE-RD being freely available to the public.

5.2 The Client hereby irrevocably transfers to the LOU all rights, of any nature whatsoever, whether existing now or arising in the future, in and to the LEI and the LE-RD relating to it, with the sole exception of any protective rights that the Client may have in its own legal name. To the extent that any such rights cannot be transferred under applicable law, the Client grants the LOU a perpetual, worldwide, royalty-free, irrevocable, sublicensable licence to use, reproduce, publish and distribute such rights.

5.3 The Client acknowledges that the LOU is required, under its agreement with GLEIF, to onward-transfer such rights to GLEIF for the purpose of enabling the publication and free use of LEIs and LE-RD via the Global LEI Repository.

6. Fees, Payment and Multi-year Subscriptions

6.1 The fees for the Services are set out on the Website at the time of order, in the order confirmation, or in a separate written agreement. Fees are inclusive of GLEIF and LOU contributions unless expressly stated otherwise; any value-added tax or equivalent transaction tax applicable in the Client’s jurisdiction will be shown separately.

6.2 Subscription based ordering. The Client purchases the Service on a subscription basis by choosing a monthly, one-year or three-year upfront billing. For multi-year subscriptions:

• LEI Comply undertakes to renew the LEI without additional charge for the full subscription term, provided that the data provided by the Client remains true;
• the full term, price, and renewal mechanism are disclosed in the order confirmation;
• LEI Comply notifies the LOU of the duration of the subscription;
• the payment cycle between the Client and LEI Comply, between LEI Comply and the LOU, and between the LOU and GLEIF, are aligned. Where the Client pays annually, the LOU is paid annually; where the Client pays upfront for the full term, the LOU is paid upfront;
• the identity of the LOU responsible for the Client’s LEI is disclosed throughout.

6.3 Payment transparency. Payment processes are transparent and traceable. The Client will receive an invoice or order confirmation showing the breakdown between service fees and applicable taxes.

6.4 Payment of the order is a prerequisite to provision of the Service, unless otherwise agreed in writing.

6.5 No incentives against Level 2 reporting. LEI Comply does not offer any discount, refund or commercial incentive that is conditional on the Client omitting or limiting Level 2 Data. Where reporting Level 2 Data genuinely requires additional resources (for example, complex group structures), any additional fee will be clearly documented, objectively justified, and consistent with fair market pricing.

7. Refunds, Cancellations and Withdrawal Rights

7.1 Refund availability. LEI Comply provides a reimbursement process available for at least sixty (60) days from the date of the contract. The Client may request a refund by writing to LEI Comply stating the order reference and the reason for the request. Refunds are paid to the original means of payment within five (5) working days of approval.

7.2 The Client is entitled to a refund provided that none of the following circumstances apply:

7.2.1 The application has been deemed final.

7.2.2 The automatic renewal of the LEI has been completed and the LEI has been renewed.

7.2.3 The Client has ordered a duration-based package and it has been activated accordingly.

7.2.4 The Client transfers their LEI code to another service provider before the end of the billing period.

7.2.5 The Client loses days from the renewal period because they transfer and renew an LEI code whose next renewal date is more than 60 days away and the LEI code is managed by another service provider instead of the LEI Comply.

7.2.6 An international branch loses days from the renewal period because the parent company’s LEI status is set to LAPSED, after which the international branch’s LEI status becomes LAPSED.

7.2.7 The LEI cannot be issued, renewed, or transferred if the Client fails to provide the data necessary for the provision of the Service within 60 days.

7.2.8 After checking the data of parent companies (Level 2), it appears that at least one parent company does not consolidate financial results in its annual report.

7.3 Cancellation of transfers. If the Client elects to cancel a transfer of an LEI by submitting a duly signed Transfer Objection Form to the sending LOU, LEI Comply will promptly facilitate the cancellation of the transfer and ensure that any refund due is issued to the Client in accordance with these Terms.

7.4 EU/UK consumer right of withdrawal. Where the Client qualifies as a consumer under applicable European Union or United Kingdom law (which will typically not be the case as the Client is a legal entity, but is preserved for completeness), the Client may withdraw from the contract within 14 days of conclusion without giving any reason, subject to the conditions of EU Directive 2011/83/EU or the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

7.5 Effect of refund on the LEI. Where an LEI has already been issued or renewed by the LOU before the refund request, the LEI itself remains valid for the period for which the LOU contribution has been paid; refunds may be reduced accordingly to reflect the work already performed. LEI Comply has the right to charge a fee €40.00 for each refund.

8. Disclosure of Multi-year Practices and LEI Issuer Products

The Client acknowledges and agrees that:

• the LEI is issued and maintained by the LOU identified in clause 1.2.2, and not by LEI Comply;
• for multi-year subscriptions, the contribution to the LOU is aligned with the Client’s payment cycle, so that the LOU is in a position to meet its contribution obligations to GLEIF throughout the full term;
• the LOU’s own terms of use apply to the LEI service and are referenced in clause 12;
• any change of LOU during a multi-year term would require a transfer, which would be disclosed to the Client in advance.

9. Communication and Marketing

9.1 LEI Comply communicates with Clients through the e-mail address provided in the order. We do not engage in aggressive or unsolicited multi-channel outreach (combining e-mail, telephone and postal mail) and we comply with the marketing regulations applicable in the Client’s jurisdiction, including the EU GDPR and ePrivacy Directive in the EEA, the UK GDPR and PECR in the United Kingdom, CAN-SPAM and applicable state laws in the United States, and CASL in Canada.

9.2 Comparisons and claims. Where LEI Comply publishes price or service comparisons, these are accurate, current and factual at the date shown. The Client may report any concern about a comparison directly to LEI Comply.

10. Data Protection and Records

10.1 Personal data processed by LEI Comply in connection with the Services is handled in accordance with our Privacy Policy, available at LEI Comply Website and in accordance with the data protection laws applicable in the Client’s jurisdiction, including the EU GDPR, the UK GDPR and Data Protection Act 2018, applicable United States state privacy laws (including CCPA/CPRA where relevant), and Canada’s PIPEDA and equivalent provincial legislation.

10.2 Records retention. LEI Comply retains records related to the Services, including authorisation documentation, contractual documents, and supporting evidence required by the LOU and GLEIF, for a minimum period of ten (10) years from the date of the most recent update to the record, or longer where required by law.

10.3 Vendor flow-down. LEI Comply ensures that its partners and third-party vendors involved in the Services (including payment processors, electronic signature providers, customer relationship management systems, and document storage providers) comply with these Terms and with the GLEIF Registration Agents Governance Framework to the extent applicable.

11. Trademarks, Brand and No Impersonation

11.1 GLEIF trademarks and logos are used by LEI Comply only where explicitly permitted under a valid GLEIF License Agreement. The trademarks, logos and names of the LOU are used only with the LOU’s explicit written consent and strictly in the agreed form. LEI Comply does not use the trademarks, logos or names of any other LOU without authorisation, and does not present itself as an LOU, as part of GLEIF, or as a validation authority.

12. LOU’s Terms of Use and Cooperation

12.1 The Client acknowledges that the LOU publishes its own Terms of Use applicable to the LEI service. A current link is provided below and forms an integral part of the contract between the Client and the LOU.

LOU Terms of Use: https://www.wm-leiportal.org/en/terms-of-usage/

12.2 LEI Comply cooperates with the LOU in the handling of any inquiry, complaint or remediation request raised by the LOU, by GLEIF, or by another LEI Issuer in respect of the Services.

13. Complaints

If the Client is not satisfied with the Services, the Client should first contact LEI Comply. If the matter remains unresolved, the Client may escalate the complaint to the LOU and, if appropriate, to GLEIF in accordance with GLEIF’s complaint procedures. LEI Comply cooperates fully with GLEIF’s complaint management process and with any remediation plan agreed between the LOU and GLEIF.

14. Warranties and Limitation of Liability

14.1 LEI Comply performs the Services with reasonable skill and care. LEI Comply does not guarantee that the LOU will accept any specific application, renewal or transfer.

14.2 To the maximum extent permitted by applicable law, LEI Comply’s aggregate liability arising out of or in connection with the Services is limited to the fees paid by the Client for the Services in the twelve (12) months preceding the event giving rise to the liability.

15. Term and Termination

15.1 These Terms apply from the date the contract is formed and continue for the period of the Service ordered. The Client may terminate the contract in accordance with the refund and cancellation rights set out in clause 7.

15.2 LEI Comply may terminate or suspend the Services where the Client materially breaches these Terms, where authorisation cannot be verified, where the LOU declines or revokes the underlying LEI, or where required to comply with applicable law or with directions from GLEIF or the LOU.

16. Governing Law and Disputes

16.1 These Terms are governed by the laws of Estonia, European Union, without prejudice to any mandatory consumer protection rules applicable to the Client in the Client’s jurisdiction of habitual residence.

16.2 The parties will attempt to resolve any dispute amicably. Failing that, the courts of Estonia have exclusive jurisdiction, subject to any mandatory rules of consumer jurisdiction that may apply.

17. General

17.1 Entire agreement. These Terms, together with the order confirmation and the LOU’s Terms of Use referenced in clause 12, constitute the entire agreement between the parties in relation to the Services.

17.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in force.

17.3 Changes. LEI Comply may update these Terms from time to time. The version applicable to a contract is the version in force at the date the contract is formed, unless changes are required by law or by GLEIF/LOU rules, in which case the updated version applies on reasonable notice to the Client.

17.4 Contact. Questions about these Terms should be sent to LEI Comply.