Terms and conditions
Standard Terms and Conditions for registration of a Legal Entity Identifier (LEI)
1.1. These Standard Terms and Conditions apply to all services provided to participants by GS1 Germany GmbH (hereinafter referred to as “GS1 Germany”); whereby the services in question shall relate to participant registration and applications for, renewal of, or manage any Legal Entity Identifier (hereinafter referred to as “LEI”).
1.2. These Standard Terms and Conditions shall also be governed by the requirements of the LEI standard ISO 17442; recommendations made by the Financial Stability Board (FSB); and recommendations made by the LEI Regulatory Oversight Committee (LEI ROC), each as amended from time to time.
2. Scope of services to be rendered by GS1 Germany
2.1. In order for the LEI application and allocation process to be effected, it is necessary that any participating company (hereinafter referred to as the “Participant”) register and that the Participant also undergo an authentication process during the registration procedure. GS1 Germany shall provide a Web site (hereinafter referred to as the “GS1 Germany Web Site”) for the said registration and authentication process and shall provide the Participant with support for such process.
2.2. Upon completion of the registration process, the Participant shall receive their access data for the GS1 Germany Web site. Once the Participant has logged on to the GS1 Germany Web Site using the said access data, the Participant shall be entitled to register one or more LEIs on the GS1 Germany Web Site. For any Participant who needs two or more LEIs, GS1 Germany shall make a bulk LEI registration option available on the GS1 Germany Web Site.
2.3. The agreement between GS1 Germany and the Participant (hereinafter referred to as “the Agreement”) shall come into effect (a) upon completion and transmission, by the Participant, of the registration form via the GS1 Germany Web Site; and (b) issuance, by GS1 Germany, of confirmation of receipt by GS1 Germany of the Participant’s registration data.
2.4. Upon receipt of any LEI application, GS1 Germany shall check whether an LEI has already been issued to the Participant via another local operating unit (LOU). In case the Participant has previously been issued an LEI via another LOU, the Participant shall be entitled to cause such LEI to be assigned to GS1 Germany.
2.5. GS1 Germany shall publish each Participant’s registration and authentication information and each Participant’s LEI in the LEI Repository.
2.6. GS1 Germany shall be entitled to expand the scope of, modify, or suspend operation of the GS1 Germany Web Site and the LEI Repository.
2.7. GS1 Germany shall conduct an annual review of the information provided by the Participant as part of the registration and authentication process.
2.8. Business hours; response times
The GS1 Germany Web Site shall be available seven days per week, 24 hours per day.
GS1 Germany customer service shall be available to Participants Monday through Friday from 9 a.m. to 4 p.m. MEZ, except for legal holidays.
3. Participant duties; legal notice
3.1. The Participant shall provide GS1 Germany with all information and documents that are necessary for the registration and authentication process. The Participant shall warrant that all information provided by the Participant is complete and accurate. In case the Participant submits inaccurate information, GS1 Germany shall be entitled to disallow access by the Participant to the GS1 Germany Web Site, identifying to this effect any LEI that has been previously issued to such Participant.
3.2. In connection with the registration and authentication process, it may be necessary for the Participant to grant power of attorney to the Participant employee who is implementing such process. If the Participant wishes to grant any Participant employee such power of attorney, the Participant shall first submit to GS1 Germany the relevant written power of attorney document for the employee in question. Such document shall then be made available to the Participant via the GS1 Germany Web Site. GS1 Germany shall be entitled to suspend the issuance of any LEI until the Participant submits an original copy of the power of attorney document in question.
3.3. The Participant agrees to review their registration information annually. Any change in such information shall be notified to GS1 Germany without delay, insofar as such information relates to registration, authentication or the granting of power of attorney in connection with any Participant LEI. Such notification shall be effected via the GS1 Germany Web Site.
3.4. Any failure to notify GS1 Germany in a timely manner concerning any change in the information concerning registration, authentication or the granting of power of attorney for any Participant LEI shall result in barring of the use of any relevant previously issued LEI.
3.5. The Participant shall be presumed to be aware of the fact that issuance of any LEI and annual renewal thereof shall be contingent upon Participant compliance with the Global Legal Entity Identifier Foundation (GLEIF) requirements. Any change in such requirements shall be notified to the Participant.
3.6. The Participant agrees to effect payment of the fees pursuant to Section 4, in accordance with the price list as amended from time to time. If the Participant fails to effect payment of such fees, including in the event a payment reminder has previously been issued to the Participant, GS1 Germany shall be entitled to bar the Participant from any further use of the GS1 Germany Web Site.
3.7. The Participant agrees to report to GS1 Germany without delay any change having a potential influence on the Legal Entity Identifier (LEI) and/or on LE-RD (Legal Entity Reference Data).
3.8. The Participant shall abide by the communication policy, as defined in Appendix 1, regarding the Legal Entity Identifier (LEI) and/or LE-RD (Legal Entity Reference Data).
3.9. GLEIF shall be entitled to transfer relevant LEIs to any other LOU, with or without the Participant’s permission.
3.10. LEI transfers, even if effected at the Participant’s request, shall not be subject to a fee.
3.11. The Participant shall fully and irrevocably transfer to GS1 Germany all rights to any LEI that has been allocated to the Participant. If such rights cannot be transferred, the Participant hereby also grants GS1 Germany an irrevocable license for any such LEI.
3.12. The Participant is aware, that the Participant is obliged to make annual payment for the revalidation and renewal of the LEI.
3.13. The Participant is aware, that the LOU may be required by mandatory law or per internal LOU controls to change LE-RD.
4. Fees; terms of payment
4.1. Fees, whose payment shall be effected annually, shall be based on the price list as amended from time to time.
4.2. Fees shall be subject to the statutory VAT rate as amended from time to time. Any additional tax, fee or charge related to GS1 Germany services whose payment is due from any Participant that is domiciled outside of Germany shall be paid by such Participant.
4.3. Payment of the relevant fees shall be due upon issuance of the relevant digital invoice.
4.4. GS1 Germany shall be entitled to modify its fee arrangements in order to adjust for inflation or offset rising system provisioning and maintenance costs, or to modify its fee arrangements on other cost related grounds. GS1 Germany shall be entitled to modify its fee arrangements in the exercise of reasonable discretion pursuant to Article 315 of the German Civil Code (BGB). GS1 Germany shall announce any such modification three months in advance. If any such modification results in the Participant’s fees being more than five percent higher than the fees paid by the Participant in the prior year, the Participant shall be entitled to terminate the Agreement for Just Cause, as at the end of the month following the month in which the fee increase in question takes effect.
5. Term and cancellation
5.1. This Agreement shall remain in effect until either the Participant or GS1 Germany goes out of existence. Notice of termination shall be submitted in writing, and shall be effected in the designated contractual language.
5.2. This Agreement shall also come to an end if the Participant relinquishes the status of a participant who is endowed with an LEI, or if the Participant’s LEI is revoked by virtue of the Participant having failed to comply with the requirements that come into play in the course of re-validation.
5.3. It shall be admissible for the Agreement to be terminated with two weeks’ advance notice, provided that the GLEIF terminates its master agreement with GS1 Germany. In such a case, any payment of any damages by GS1 Germany shall be excluded.
5.4. The foregoing shall be without prejudice to either party’s right to terminate the Agreement for Just Cause.
6.1. Any GS1 Germany liability for any information provided by the Participant in connection with the registration and authentication process shall be excluded.
6.2. GS1 Germany shall provide its services related to registration, authentication, and LEI issuance diligently and with due care. The foregoing notwithstanding, GS1 Germany shall not be deemed or construed to have granted any guarantee of any kind whatsoever that any issued information and/or any LEI and/or any information stored in the LEI Repository will be accurate and up to date at all times and/or will at all times be in compliance with the international LEI standard ISO 17442, the recommendations of the Financial Stability Board (FSB), and the recommendations of the LEI Regulatory Oversight Committee (LEI ROC), each as amended from time to time; nor shall GS1 Germany be held liable for any typing or spelling error that may occur in any such information. The foregoing notwithstanding, GS1 Germany agrees to correct any such error without delay following the date upon which such error comes to light.
6.3. If, for reasons attributable to force majeure or owing to unforeseeable circumstances that are beyond the control of and/or not attributable to GS1 Germany, the functionality of the GS1 Germany Web site and/or the LEI Repository is limited or deactivated, any GS1 Germany obligation to operate such Web site and/or repository shall be excluded for the duration of such limited or suspended functionality. “Force majeure” shall encompass fires; labor strikes; labor 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 GS1 Germany’s control and that is not attributable to GS1 Germany. Any GS1 Germany liability for any damages resulting from any instance of force majeure or any circumstance or event that is equivalent in nature to a force majeure event shall be excluded.
6.4. The parties shall incur reciprocal liability only in the event of malicious intent or gross negligence. In the event that any instance of minor negligence occurs, each party shall incur liability solely (a) in the event of any breach of any material contractual obligation whose fulfillment is indispensable for due performance of the Agreement (i.e. any duty that one party could have reasonably expected the other party to fulfill 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 minor negligence, pecuniary liability shall be limited to the amount of foreseeable loss, injury or damage that would be expected to typically arise in the instance in question.
6.6. 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.
6.7. The Participant shall be entitled to access, from the LEI Repository, LEIs issued by other LOUs, insofar as GS1 Germany has obtained such LEIs from public domain sources. GS1 Germany shall process, diligently and with due care, any such information related to any such LEI, and if necessary shall edit and reformat such information in the interest of facilitating access to it and simplifying its display. Any GS1 Germany verification that such third-party LEI information is compliant with either the current requirements of the relevant standards or with the recommendations related to such standards shall be excluded; nor shall GS1 Germany have been deemed or construed to guarantee that such third-party LEI information is complete, accurate and/or up to date. GS1 Germany shall furthermore not be deemed or construed to have warranted, in connection with such third-party LEI information that, on a global level, multiple LEIs may have been issued for such legal entity. Therefore, any GS1 Germany liability for such data shall be excluded.
6.8. The aforesaid provisions shall also apply to any agent of either of the parties to the Agreement.
7.1. GS1 Germany shall be entitled to afford unrestricted access to any and all information provided by the Participant in connection with the registration and authentication process; any LEI that the Participant has applied for and that has been issued to the Participant, in accordance with the requirements of the international LEI standard ISO 17442, the recommendations of the Financial Stability Board (FSB), and the recommendations of the LEI Regulatory Oversight Committee (LEI ROC), each as amended from time to time. Such access shall encompass making information and LEIs available to third parties as well as usage, storage and processing of such information by third parties.
7.2. The Participant agrees to grant authorization for the Participant’s data to be made available to third parties, used, stored, and processed.
8. Final provisions
8.1. These Standard Terms and Conditions shall be governed by German 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 place of jurisdiction for any dispute arising from the Agreement shall be the city in which GS1 Germany’s registered office is located, provided that the Participant is a businessman or a legal person under public law.
8.3. If any individual provisions hereof are or become invalid, the validity of the remaining provisions hereof shall remain unaffected. In such a case, the parties shall replace any provision that becomes ineffective with a written covenant whose effectiveness and feasibility are as close as possible to the economic intentions of the invalid clause, insofar as allowed by law. The foregoing shall apply as well to any loophole in the Agreement.
8.4. The Standard Terms and Conditions (Allgemeine Geschäftsbedingungen) shall be subject to change insofar as such change is necessitated by mandatory law or by internal LOU controls.