Terms and conditions

GS1 Global LEI Programme—LOU Service Centre (GS1 AISBL)

Terms and Conditions for the Registration of Legal Entity Identifiers (LEI) and Related Services, Including Multi-Year Registrations and Subscriptions

(Updated: 6 May 2024)

1. Scope
   1. GS1 AISBL, an international not-for-profit association formed under the laws of Belgium (registration number 0419.640.608, District of Brussels), having its principal place of business at Avenue Louise 326, bte 10, B-1050 Brussels, Belgium (after 1 Nov. 2024: Avenue Louise 523, B-1050 Brussels, Belgium), and having LEI Code 52990034RLKT0WSOAM90 (“GS1”) has been granted accreditation to serve as a Local Operating Unit (“LOU”) by the Global Legal Entity Identifier Foundation (“GLEIF”), authorising GS1 to issue Legal Entity Identifiers (“LEI(s)”).
   2. These terms and conditions ("Terms and Conditions") shall apply to Legal Entities and Applicants (see definitions in section 2.1), and to services provided to them by GS1 relating to Legal Entity registration, applications, renewals, and/or management of LEIs (the "Services" or "LEI Services").
   3. These Terms and Conditions are subject to the requirements of International Organisation for Standardisation (ISO) 17442:2012 Financial Services-Legal Entity Identifier; recommendations made by the Financial Stability Board ("FSB"); and recommendations made by the LEI Regulatory Oversight Committee ("LEI ROC"), all of which are incorporated by reference and each as amended from time to time.
2. Services
   1. Each legal entity applying for or receiving LEI Services from GS1 (“Legal Entity”) shall register the specific details indicated in the application process for the LEI services selected by the Applicant, and shall complete an authentication process. Legal Entities may apply for LEI services directly on their own behalf, or through an agent appointed by the Legal Entity to apply for such services where such agent is subject to a Power of Attorney acceptable to GS1 (see sec. 2.2), and in either case the party applying for such services may be referred to herein as the "Applicant." All obligations of Legal Entity hereunder apply equally to Applicant, if any, acting on Legal Entity's behalf. GS1 shall provide a website (“GS1 LEI Website”) for the said registration and authentication process, and shall provide Legal Entity with support to complete registration and authentication.
   2. In connection with the registration, authentication, renewal and obtaining other GS1 Services, Legal Entity may find it useful to act through a duly authorised agent as its Applicant (see sec. 2.1) or an Authorised User (see sec. 3.2). If Legal Entity wishes to use such an agent, Legal Entity shall first submit to GS1 an appropriate written power of attorney document regarding the agent so appointed, and such document will be deemed acceptable to GS1 at GS1's sole discretion ("Power of Attorney"). An example of an acceptable power of attorney document is available on the GS1 LEI Website. GS1 may suspend any Services until Legal Entity submits an executed power of attorney document acceptable to GS1. No designation of an "Applicant" or "Authorised User" shall be effective in the absence of a proper Power of Attorney document filed with and acceptable to GS1.
   3. Upon successful user account creation, GS1 shall issue login information to Legal Entity for the GS1 LEI Website. After logging into the GS1 LEI Website, Legal Entity may register one or more LEIs on the GS1 LEI Website. If Legal Entity requires ten (10) or more LEIs, GS1 may make a bulk LEI registration option available to the Legal Entity via the GS1 LEI Website.
   4. Any Agreement between GS1 and Legal Entity shall take effect on the latter of: (a) Legal Entity completing and transmitting the registration form via the GS1 LEI Website, or (b) GS1 confirming its receipt of Legal Entity’s registration data.
   5. Upon receipt of an LEI application, GS1 shall verify whether an LEI has previously been issued to Legal Entity by another LOU. If Legal Entity has previously been issued an LEI by another LOU, the Legal Entity may cause such LEI registration to be transferred to GS1 so that GS1 may serve as LOU for that registration.
   6. Once the verification of the submitted data is successfully accomplished, GS1 shall submit the Legal Entity’s registration, authentication, and LEI information for publication in (a) the Global Legal Entity Identifier System ("GLEIS") operated by GLEIF, and (b) the LEI repository operated by GS1 (the “LEI Repository”), which is available on the GS1 LEI Website.
   7. GS1 may expand the scope of, modify, or suspend operation of the GS1 LEI Website and the LEI Repository at any time and without notice to Legal Entity.
   8. GS1 shall annually review the information provided by Legal Entity as part of the registration and authentication process.
   9. Business hours and response times.
      GS1 will make all reasonable efforts to ensure that (a) the GS1 LEI Website will be available twenty-four (24) hours per day, seven (7) days per week, and (b) GS1 customer service will be available to Legal Entities during usual office hours (Monday to Friday, from 9:00 am to 5:00 pm CET), except for local and bank holidays in Germany. GS1 shall apply diligent, good faith and reasonable efforts to process all Legal Entity queries and registration requests by close of business on the workday following the day the query or request is received by GS1, but rapid conclusion of all services cannot be guaranteed.
   10. Upon issuing the LEI registration, the Applicant will have the option to select (a) an annual registration, which will remain active for one (1) year, (b) a Multi-Year Registration for a selected number of years, or (c) Subscription Registration Services, which will automatically renew the registration annually according to the terms herein (see sec. 9, Subscription Registration Services), and such registrations and corresponding renewal registrations shall remain in effect until they expire or are terminated according to the terms herein (the "Active Registration Term").
   11. In the event that a Legal Entity is issued an LEI, and that Legal Entity is dissolved, liquidated or otherwise ceases to operate or exist prior the end of the Active Registration Term, no fees will be refunded.
   12. In the case of a subscription registration, approximately sixty (60) calendar days before the corresponding registration expires, GS1 will automatically charge the renewal fee using the same payment information on file, and when such payment is successful, the registration will be automatically renewed, with or without advance notice of such subscription renewal to the Legal Entity or Applicant, unless the Legal Entity or Applicant terminates the subscription more than sixty (60) calendar days prior to the expiration date of the LEI registration.
3. Legal Entity Duties
   1. Legal Entity shall provide GS1 with all information and documents required for the registration and authentication process, according to the selected services. Legal Entity warrants that all information that it provides to GS1 is accurate, complete and up to date. If Legal Entity submits inaccurate or false information, GS1 may: (a) disallow Legal Entity’s access to the GS1 LEI Website, (b) change the LEI status to "Inactive" or other status designation, (c) flag for internal review any LEI that has been previously issued to such Legal Entity, (d) refuse to renew the LEI, and (e) confer with GLEIF for any further measures that may be advisable or required to ensure compliance with GLEIF rules.
   2. In connection with the registration and authentication process, it may be desirable for Legal Entity to grant a Power of Attorney (see sec. 2.2) to an employee of Legal Entity, an employee of a third party (e.g., an employee of a bank), or some other individual who will serve as Legal Entity's agent in implementing such process on behalf of Legal Entity (an “Authorised User”).
   3. Legal Entity or the entity granted with a power of attorney, agrees to review its registration information annually using the GS1 LEI Website. Legal Entity shall promptly notify GS1 of any change(s) to such information to the extent such change relates to registration, authentication, the granting of power of attorney, or Legal Entity Reference Data (“LE- RD”). Such notification shall be effected via the GS1 LEI Website. Failing such annual review, Legal Entity acknowledges and agrees that its LEI will lapse at the expiry of the current Active Registration Term.
   4. Any failure to promptly notify GS1 regarding any change in Legal Entity’s registration information, authentication or the granting of power of attorney for any Legal Entity LEI may result in the use of any LEI previously issued to Legal Entity being suspended until any such changes have been notified to and effected by GS1.
   5. Legal Entity acknowledges and agrees that issuance of any LEI and annual renewal thereof shall be contingent upon Legal Entity compliance with the GLEIF requirements. Any change in the GLEIF requirements shall be communicated to Legal Entity by GS1 through a communication on the GS1 LEI Website or to the contact address provided by Legal Entity.
   6. Legal Entity agrees to pay the fees to GS1 set out in section 4 herein and in accordance with the price list, as amended from time to time. Regardless of whether GS1 issues a payment reminder to Legal Entity, if Legal Entity fails to pay its fees — including auto-debit payment failure — GS1 may suspend Legal Entity from using the GS1 LEI Website and Legal Entity’s LEI will lapse at the expiry of the current Active Registration Term.
   7. Legal Entity shall abide by the Communication Policy, as defined in Appendix 1, regarding the LEI and/or LE-RD.
   8. GLEIF shall be entitled to transfer LEIs to any other LOU, with or without Legal Entity’s permission.
   9. LEI transfers, even if effected at Legal Entity’s request, shall not be subject to a fee.
   10. Legal Entity shall fully transfer to GS1 all rights relating to LOU servicing of the LEI that has been allocated to it, if any, by any other LOU. If such rights cannot be transferred, Legal Entity hereby grants GS1 a license to use and manage any such LEI.
   11. Legal Entity acknowledges and agrees that it is obliged to pay the annual revalidation and renewal fees for its LEI.
   12. Legal Entity acknowledges and agrees that an LOU (including GS1) may be required, by applicable laws or internal LOU controls, to change its LE-RD
   13. Legal Entity acknowledges and agrees that only one single LEI may be requested per legal entity, and it is prohibited to request a second LEI for such legal entity at either the same LOU or any other LOU. If an LEI is requested for a Legal Entity that already has an LEI, the application fee for the second LEI is nonrefundable.
   14. Legal Entity agrees that if, and to the extent that under any applicable (current or future) laws or regulations, an LEI might be subject to any intellectual property rights, and the Legal Entity is considered to be the rights holder, it shall fully transfer such rights to GS1, or, if such a transfer is not legally possible under applicable laws or regulations, fully license such rights to GS1 to the greatest extent allowed with permission to sub-license such rights to GLEIF.
   15. Legal Entity shall be responsible and liable for all of Legal Entity's Authorised Users, Applicants, and any other representatives of Legal Entity regarding their use and misuse of Legal Entity’s GS1 account, the GS1 LEI Website, LEI Services, and their compliance with these Terms and Conditions. Upon user account creation, Legal Entity will receive login details for use by it and its Authorised Users only. Legal Entity shall maintain the confidentiality of such login details and shall notify GS1 immediately of any actual or threatened unauthorised use thereof.
4. Fees and Payment Terms
   1. Fees shall apply annually and be based on the price list as amended from time to time.
   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 GS1 services shall be paid by Legal Entity.
   3. The fees shall be due and payable in advance upon applying for an LEI on the GS1 LEI Website or, in case of renewal, at the time of annual verification by Legal Entity of its data in accordance with section 3.3. above. Payments shall be made via the GS1 LEI Website’s payment system. A digital invoice covering the fees owed for the next year shall be made available to Legal Entity. In case of payment by credit card, please note that the credit card used by Legal Entity will be charged directly and immediately upon performing the transaction.
      (a) If subscription services are selected, payment data are required to be stored with the payment service provider selected by GS1. The terms and conditions of the selected payment service provider and payment method apply to such transactions.
   4. If Legal Entity elects to proceed with the Service requested, it agrees to pay all fees incurred. Legal Entity acknowledges that it is required to pay fees upon application and for the renewal of an LEI. All fees for services shall be billed to Legal Entity and are nonrefundable. Legal Entity shall be solely responsible for its payment.
   5. (a) GS1 shall process the LEI registration applications and requests of Legal Entity after receipt of the payment. (b) If the result of data validations conducted by GS1 indicates that an LEI can be registered for Legal Entity, GS1 will register the LEI after such data validation and will notify the Legal Entity. (c) If the validation indicates that the technical prerequisites for an LEI registration are not fulfilled or the application was incomplete or otherwise incorrect, GS1 is authorized to reject the LEI registration. If an Applicant fails to respond to a request by GS1 for further information or for clarification for more than ninety (90) days or fails to respond to three (3) or more requests by GS1 for information, the registration application may be cancelled by GS1. No refund shall be owed to Legal Entity in these cases.
   6. GS1 may modify its fee arrangements to reflect inflation, to offset rising system provisioning and maintenance costs, or to modify its fee arrangements on other cost- related grounds. GS1 may modify its fee arrangements in its reasonable discretion. GS1 shall communicate any such modification to Legal Entities three (3) months before the modification takes effect. If any such modification increases Legal Entity’s fees by more than five percent (5%) of the fees payable by Legal Entity in the prior year, Legal Entity may terminate its Agreement subject to these Terms and Conditions with GS1 with effect from the last day of the month following the month in which the applicable fee increase takes effect.
   7. Payment processing for registrations, subscriptions and renewals will be performed by the payment processing vendor selected by GS1 (the "Payment Platform"). Payments will be subject to the terms and conditions provided by such Payment Platform and also subject to the Privacy Provisions set out in Appendix 2 hereto (Privacy Terms). GS1 may update the terms of Appendix 2 periodically as required by the Payment Platform or to reflect new applicable terms.
5. Term and Termination
   1. Any agreement that incorporates, is governed by or is subject to these Terms and Conditions ("Agreement") shall remain in effect until (a) Legal Entity is dissolved or ceases to operate; (b) GS1 is dissolved, ceases to operate, or ceases to operate as an LOU; (c) Legal Entity transfers its LEI to a different LOU or to GLEIF; (d) Legal Entity relinquishes its status as a company that has been issued an LEI; (e) Legal Entity’s LEI is no longer classified as "active" as a result of Legal Entity's failure to comply with the requirements of validation or re-validation of its LEI or due to any other failure by Legal Entity hereunder; (f) the corresponding LEI annual registration expires without being renewed effectively; or (g) either party terminates the Agreement as provided herein; whichever is shorter (the "Term").
   2. GS1 may terminate the Agreement upon two (2) weeks’ advance Notice if GLEIF terminates GS1’s accreditation as an LOU. In such event, any liability by GS1 to Legal Entity for damages resulting from such termination is excluded to the extent permitted by law, and no fees shall be refunded.
   3. Subscription services may be terminated by providing written notice to GS1 at least sixty (60) calendar days prior to the expiration date of the corresponding LEI.
   4. Notice of termination shall be submitted in writing as provided herein (see sec. 10.4, Notice).
   5. The foregoing terms of this section 5 shall be without prejudice to either party’s right to terminate an Agreement for cause in the event of severe or repeated breach of contractual duties which, following Notice to the breaching party, has not been cured within thirty (30) calendar days, or for which no cure is possible. In such a case, fees will not be refunded.
6. Liability

   1. Limitation of Liability

      (a)  GS1's liability for any and all claims shall be limited to general money damages and shall not in the aggregate exceed the lesser of (a) the amount of reasonably foreseeable loss, injury or damage and (b) amounts paid, if any, by Legal Entity to GS1 for the specific corresponding Services involved.
      
      (b)  Under no circumstances shall GS1 be liable to (a) Legal Entity; (b) Legal Entity's Applicant, Authorised User, agent or other representative or employee; or (c) any third party for loss of revenue, profit or any other economic loss, or any incidental, indirect, special, exemplary, punitive or consequential damages arising hereunder. In the event that a jurisdiction does not allow exclusions or limitations of liability, GS1's liability will be limited to the greatest extent permitted by law in the subject jurisdiction.
       

      (c)  The limitations and exclusions provided in this sub-section 6.1 shall apply to all claims or causes of action individually and in the aggregate, whether for breach of warranty or for any other claim, whether asserted in contract or tort (including negligence, misrepresentation, and strict liability), and regardless of whether the party has advised or has been advised of the possibility of any such loss or damage. Legal Entity waives any claim that these limitations or exclusions deprive Legal Entity of an adequate remedy.

   2. Indemnification. Legal Entity shall indemnify, hold harmless, and upon written request from GS1, defend GS1 against any and all claims and liabilities arising from (a) Legal Entity's failure to provide correct, complete or current information to GS1 for the purpose of its registration and authentication; (b) Legal Entity's failure to maintain accurate, complete and up-to-date information regarding its LEI registration; (c) any information provided by Legal Entity in connection with the registration or authentication of its LEI; and (d) any breach by Legal Entity of an Agreement or these Terms and Conditions.
   3. No Warranty. GS1 shall endeavour to provide its Services with reasonable diligence and care, and to promptly correct any error upon receiving Notice of such error. Notwithstanding the foregoing or any other terms to the contrary, Services performed and information provided by GS1 hereunder, including information stored in the LEI Repository, are provided "AS IS" and GS1 makes no representation or warranty regarding such Services or information, including, without limitation, any express or implied warranty or condition of non-infringement of intellectual property rights or other rights, merchantability or fitness for a particular use or purpose, accuracy, completeness, validity, freedom from typographic or spelling errors, compliance with International LEI standard ISO 17442, compliance with the FSB, or compliance with recommendations of the LEI ROC, as amended from time to time, all of which are expressly disclaimed. GS1 shall have no liability arising from Legal Entity's use of or reliance on Services or information provided by GS1.
   4. Fraud. Notwithstanding any other terms to the contrary, an Agreement subject to these Terms and Conditions does not and shall not exclude liability for fraud.
   5. Force Majeure. Neither GS1 nor Legal Entity shall be liable for damage resulting from Force Majeure. GS1 shall not be liable for damage resulting from Force Majeure relating to functionality of the GS1 LEI Website or the LEI Repository, and any GS1 obligation to operate the GS1 LEI Website and/or LEI Repository shall be excluded from liability for the duration of such limited or suspended functionality resulting from Force Majeure. "Force Majeure" means any circumstance, event or cause beyond the reasonable control of a party that prevents performance by that party, including, without limitation, any Act of God, fire, flood, natural disaster, unusually severe weather, accident, riot, act of government, war, embargo, quarantine, epidemic, strike or labour dispute, labour lockout, technical failure (including any instance of network unavailability; any denial of access attacks; any other instance of hacking), shortage of materials or supplies, failure of transportation or communication, or failure of suppliers of goods or services reasonably related or necessary in the performance of an order, and any other similar circumstance, event or cause.
   6. Gross Negligence. Each party 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, each party shall incur liability solely: (a) in the event of any breach of any material contractual obligation which fulfilment is indispensable for due performance of an Agreement subject to these Terms and Conditions (i.e., any duty that one party 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.
   7. Loss of Data. In the event of any loss of data, each party’s liability shall be excluded insofar as such loss is attributable to such party’s having failed to back up the relevant data, so as to ensure that any lost data can be recovered with reasonable effort.
   8. Third-Party LEI Information. Legal Entity may access from the LEI Repository, LEIs issued by other LOUs, insofar as GS1 has obtained such LEIs from public domain sources. GS1 shall process, diligently and with due care, any such information related to any such LEI and, if necessary, shall edit and reformat such information to facilitate access to and comprehension of such information. Any GS1 verification that such third-party LEI information complies with either the current requirements of the relevant standards or with the recommendations related to such standards shall be excluded from any liability attributable to GS1; GS1 does not guarantee that such third-party LEI information is complete, accurate and/or up to date. GS1 does not warrant, in connection with such third- party LEI information, that on a global level, multiple LEIs may have been issued for such legal entity and GS1 expressly excludes liability for such data.
   9. Agents. The aforesaid liabilities and limitations of liability described in this section 6 shall also apply to each party to the extent that such liabilities arise from the actions, inactions or breaches of its agent(s).
7. Data
   1. GS1 may provide unrestricted access to any and all information provided by Legal Entity in connection with the registration and authentication process; any LEI that Legal Entity applies for and that has been issued to Legal Entity, in accordance with the requirements of 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. Such access shall encompass making information and LEIs available to third parties as well as use, storage and processing of such information by third parties.
   2. Legal Entity authorises GS1 to make Legal Entity’s data available to third parties, be used, stored, and processed by or on behalf of GS1.
   3. Specific data protection provisions set out in Appendix 2 apply in relation to the payment platform used by GS1.
8. Multi-Year Registration Services
   Pursuant to GLEIF rules, LEI registrations are only issued in one (1) year increments. Following annual review and re-validation, an LEI may be renewed annually indefinitely. Legal Entities may wish to pre-pay for such annual renewal services, and the terms of this section 8 apply to such "Multi-Year Registration Services."
   1. Term
      Multi-Year Registration Services shall only be available for terms of three (3) years or five (5) years (the “MYRS Term”), at the Applicant's option.

   2. Application by Applicant

      (a)  Applicant represents and warrants that the Legal Entities represented by Applicant have each granted to Applicant all agent authority needed to perform all actions on their behalf, as required by Multi-Year Registration Services, and Applicant shall provide Power of Attorney documentation acceptable to GS1 (see sec. 2.2). GS1's approval of such Power of Attorney documentation is required prior to providing any Multi-Year Registration Services.
      
      (b)  The Applicant requesting Multi-Year Registration Services on behalf of multiple Legal Entities will use the Bulk Application Form available on the GS1 LEI Website to provide the requested registration information for each individual Legal Entity.
      
      (c)  Applicant asserts that each Legal Entity duly consents to these Terms and Conditions and that all information provided by Applicant for the Legal Entity is accurate, complete and up to date.
      
      (d)  The uploading of information and data corresponding with an application for Multi-Year Registration Services may be submitted in multiple batches over time, but must be completed no later than four (4) weeks following the initial date of the application.

   3. Services
      Following GS1's approval of Multi-Year Registration Services, GS1 will notify the Legal Entity and/or the Applicant each year sixty (60) days before the expiration date of each LEI that the renewal process will be initiated automatically by GS1. Applicant and/or Legal Entities will be required to participate in the renewal validation process. Following successful renewal, the registration record will be set forward by one (1) year. At the end of the MYRS Term, Applicant shall have the option to apply for additional Multi-Year Registration Services or to continue renewals of LEIs on an annual basis.

   4. Legal Entity Duties

      (a)  For the avoidance of doubt, Multi-Year Registration Services do not relieve a Legal Entity from any of its duties, in particular in relation to annual validation, as set forth in section 3.3 above.
      
      (b)  The fees applicable to Multi-Year Registration Services shall be paid up front via the payment platform made available on the GS1 LEI Website at the beginning of the MYRS Term in accordance with the price list available on the website, as amended from time to time.
      
      (c)  Fees are not refundable. In the case of (full or partial) transfer of LEIs issued as part of a Multi-Year Registration Service to another LOU, no fees shall be refunded, but no fees shall be charged to effectuate the transfer.

   5. Fees and Payment Terms

      (a)  Fees shall apply every three (3) or five (5) years, depending on the model selected by the Legal Entity, and shall be based on the price list available on the website, as amended from time to time.

      (b)  The fees shall be due and payable in advance upon placing the request for a Multi-Year Registration.

      (c)  If Legal Entity elects to proceed with the Service requested, it agrees to pay all related fees, including fees incurred by its Applicant. Legal Entity acknowledges that it is required to pay fees upon application, for the re-validation and renewal of an LEI. All fees for services shall be billed to Legal Entity and are non-refundable, even in case of transfer in the course of the MYRS Term.

   6. Liability of Applicant of Bulk Orders
      For the purpose any liabilities hereunder, Applicant of bulk orders shall be deemed an agent of Legal Entity.
9. Subscription Registration Services
   Pursuant to GLEIF rules, LEI registrations are only issued in one (1) year increments. Following annual review and re-validation, an LEI may be renewed annually indefinitely. Legal Entities may wish to subscribe for such annual renewal services, and the terms of this section 9 apply to such "Subscription Registration Services" (or "SRS").
   1. Term
      Subscription Registration Services (the “SRS Term”) shall continue indefinitely, or until renewal payment fails or the service is terminated according to the terms herein, whichever date occurs earlier.
   2. Services
      Following GS1's approval of SRS Term, GS1 will notify the Legal Entity and/or the Applicant each year approximately sixty (60) days before the expiration date of each LEI that the renewal process will be initiated automatically by GS1. Applicant and/or Legal Entities will be required to participate in the renewal validation process. Following successful renewal, the registration record will be set forward by one (1) year.
      
      GS1 will attempt to obtain as much Legal Entity data as possible from publicly available data sources to complete the data needed for an LEI application. If such efforts are not successful, GS1 will contact the Legal Entity for clarification.

   3. Legal Entity Duties

      (a)  For the avoidance of doubt, Subscription Registration Services do not relieve a Legal Entity from any of its duties, in particular in relation to annual validation, as set forth in section 3.3 above.

      (b)  GS1 will inform the Legal Entity about the status and completeness of the application, and will require the Legal Entity to provide a final confirmation for all application data provided.

      (c)  The fees applicable to Subscription Registration Services shall be automatically debited up front via the payment platform made available on the GS1 LEI Website at the beginning of the Term in accordance with the price list available on the website, as amended from time to time.

      (d)  Fees are not refundable. In the case of (full or partial) transfer of LEIs issued as part of a Subscription Registration Service to another LOU, no fees shall be refunded, but no fees shall be charged to effectuate the transfer.

   4. Fees and Payment Terms

      (a)  Fees shall apply on an annual basis and shall be based on the price list available on the website, as amended from time to time.

      (b)  The fees shall be due and payable in advance upon placing the request for a Subscription Registration.

      (c)  If Legal Entity elects to proceed with the Service requested, it agrees to pay all related fees, including fees incurred by its Applicant. Legal Entity acknowledges that it is required to pay fees upon application, for the re-validation and renewal of an LEI. All fees for services shall be billed to Legal Entity and are non-refundable, even in case of transfer in the course of the SRS Term.

   5. Liability of Applicant of Bulk Orders
      For the purpose any liabilities hereunder, Applicant of bulk orders shall be deemed an agent of Legal Entity.
10. Governing Law; Dispute Resolution
    1. Governing Law. An Agreement hereunder and these Terms & Conditions are subject to and shall be construed according to the laws of Belgium, excluding the UN Convention on Contracts for the International Sale of Goods of 1980, and any amendments and successors thereto ("CISG"), and excluding any applicable choice of law and conflict of laws rules.

    2. Dispute Resolution. Before submitting any dispute that arises out of or relates to an Agreement or these Terms and Conditions ("Dispute") to litigation in a court, the parties shall first undertake the following alternative dispute resolution process ("ADR"):

       (a)  The parties shall endeavour in good faith to promptly settle any Dispute by direct negotiation between their managing directors or similar senior executives.

       (b)  If direct negotiation fails to resolve the Dispute within thirty (30) days after Notice is provided to a party, it will be settled by final and binding arbitration conducted in English by a single arbitrator, who will be a qualified and licensed lawyer. Arbitration will take place in Brussels, Belgium and be governed by the International Arbitration Rules of the International Centre for Dispute Resolution. The parties may undertake to carry out any arbitration award without delay under the terms of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (the "New York Convention"), if applicable, or other applicable conventions or treaties. Arbitration proceedings will be confidential; no party will publicize the nature of any dispute or the outcome of any arbitration proceeding except to the extent required by applicable law, provided in such case the party required to make any disclosure promptly informs the other party of such requirement to allow the other party to seek a protective order. The arbitrator will issue appropriate protective orders to safeguard each party's confidential information disclosed in the arbitration.

    3. Jurisdiction. Any Dispute that is not resolved or is not capable of being resolved by the ADR terms above shall be adjudicated in, and the parties accept venue and jurisdiction of, the courts in the greater metropolitan area of Brussels, Belgium having competent jurisdiction over the subject matter of the corresponding dispute.
11. General Provisions
    1. 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 an Agreement subject to these Terms and Conditions.
    2. To the extent documents, papers or information (including these Terms and Conditions) are made available on the GS1 LEI Website in various languages, and in the event of discrepancies between the different language versions, the English version shall prevail. The English wording also has precedence with respect to the interpretation and meaning of the wording used therein. Versions in other languages (translations) are understood to have been provided merely for convenience.
    3. Unless otherwise expressly provided in these Terms and Conditions, Legal Entity agrees that all intellectual property rights in and to the GS1 LEI Website, the Services and any metadata are owned by GS1 or its licensors.
    4. All notice hereunder ("Notice") shall be delivered in writing to the receiving party's registered business address, principal place of business or address identified on its web page, or the address (including email address) or facsimile number identified when registering to use the Services or otherwise updated by the Legal Entity or Authorised User from time to time. Notice shall be deemed given immediately upon personal, email or facsimile delivery; two (2) days after submitting for delivery via express or overnight courier; or seven (7) days after depositing in the regular mail, postage prepaid, registered or certified, return receipt requested; or upon confirmation of receipt, whichever applicable time period or event occurs sooner.
    5. Legal Entity acknowledges that GS1 reserves the right to amend these Terms and Conditions from time to time at its option or pursuant to changes required by GLEIF, by law or by internal LOU controls. Such amended Terms and Conditions shall be effective (a) upon sixty (60) days' advance Notice, or (b) immediately upon making such amended Terms and Conditions available to Legal Entity on the occasion any annual verification by Legal Entity of its data in accordance with section 3.3, whichever date occurs earlier.
    6. GS1 will handle any personal data (including any personal data of an Authorised User) in accordance with the “Privacy Policy” made available on the GS1 LEI Website.
    7. Failure by GS1 to assert a right under these Terms and Conditions shall not be deemed as a waiver to exercise such right. No waiver by GS1 of any right set forth herein shall be deemed effective unless given in writing and signed by GS1.

Appendix 1: Communication Policy

This appendix is a component part of the Terms and Conditions applicable to LEI Services.

1. Objective

The objective of this Communication Policy is to ensure controlled communication regarding challenges of the LEI or the LE-RD.

2. Communication Channels

All requests regarding challenges of the LEI or the LE-RD shall be sent via e-mail to challenge@lei- direct.de.

3. Authorisation
Any person or entity may submit a challenge (“Challenger”), provided that such person provides a

valid e-mail address.

4. Evidence

The Challenger must provide evidence in support of its challenge (e.g. links or documents).

5. Response Times

Any party involved in the challenge receives response to a message by close of business on the workday following the day the challenge was submitted. Responding to a challenge may take up to ten (10) business days.

Appendix 2: Data Protection Provisions Required by Payment Platform

This appendix is a component part of the Terms and Conditions applicable to LEI Services.

GS1 reserves the right to designate the company providing payment services and collecting payment for LEI Services. Such payment services provider may change from time to time, as determined by GS1.

In the course of engaging in making your online payment for LEI Services, the designated payment services provider will be indicated, along with that payment services provider's data protection policies and other terms and conditions. Such terms are accepted by you upon completing the online payment process and making your payment.