Terms and Conditions

This document outlines the comprehensive terms and conditions governing the Client’s use of services provided by GCBS LTD, a GLEIF-accredited Registration Agent (RA), acting both independently and through its local branches. These terms constitute a legally binding agreement between the Client and GCBS LTD.

1. Our Services and Corporate Structure

1.1. Service Provider and Authority

GCBS LTD (Company Number: HE 469314, LEI: 6367000JXG942DHDPK43, Address: 34 Makarios III Avenue, 2nd Floor, Flat 203, Hadjiyiannis Building, 3065 Limassol, Cyprus, Website: www.g-cbs.com) holds the status of a GLEIF-accredited Registration Agent (RA) and is an authorized partner of the GLEIF-accredited Local Operating Unit (LOU):

Nasdaq CSD SE (LEI: 485100001PLJJ09NZT59) Registration Number: 40003242879 Address: Vaļņu iela 1, LV-1050, Riga, Latvia.

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

1.2. Local Branches and Service Delivery

Our services are provided directly by GCBS LTD and through our local LEI specialist branches, which include:

• LEI REGISTRY LTD (UK Company Number: 16468289, LEI: 64882T0XLM634IXO8268, Address: 20 Elswick Street, SW6 2QR, Website: www.leiregistry.co.uk)
• LEI REGISTER GMBH (Germany, Address: Kanzlei 40, 40667 Meerbusch, Register HRB 24982, Website: www.leiregister.de)

1.3. Disclaimer (Non-Financial Advice)

It is explicitly stated that GCBS LTD and its branches 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 GCBS LTD is 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 GCBS 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. GCBS 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, GCBS 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 GCBS 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, GCBS 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.
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 GCBS LTD of any changes to their legal entity’s data that cannot be verified from public company registries.
3. Level 2 Data Reporting: GCBS 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, GCBS 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, GCBS 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 GCBS 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 GCBS 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.

4.2. Refund Policy and Right to Suspension

GCBS LTD’s refund policy is strict and is governed by the GLEIF RA Governance Framework. GCBS 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, GCBS 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 GCBS LTD 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, GCBS 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, GCBS 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, GCBS LTD reserves the right to charge the Client an administrative fee of 30 EUR (or equivalent in local currency).

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 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, GCBS LTD, its branches (including LEI REGISTRY LTD and LEI REGISTER GMBH), 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 GCBS 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 GCBS 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 the Republic of Cyprus. If a registered branch of GCBS LTD exists in the Client’s country, the laws and courts of that specific jurisdiction shall have exclusive authority.

Disclosure Regarding LOU Agreement: The Client acknowledges that the agreement between GCBS LTD and Nasdaq CSD SE, which governs the issuance of the LEI, is governed by the laws of the Republic of Latvia.

7. Data Protection and GDPR Compliance

GCBS LTD is fully committed to protecting the Client’s personal data and complies with the General Data Protection Regulation (GDPR) (EU) 2016/679. 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, 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 addendum between GCBS LTD and Nasdaq CSD SE.
3. Please consult our privacy policy on the GCBS LTD website for full details.

8. General Provisions

8.1. Amendments

GCBS 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)

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

• Identity Disclosure: GCBS LTD’s status as an RA 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 Registration Agent’s 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

GCBS 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

GCBS LTD strictly adheres to international financial sanctions regulations. 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 sanctions lists issued by the UN, EU, OFAC (USA), or UK Treasury.

8.5. Force Majeure

GCBS 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.