Terms and Conditions of the LEI Code Management Agreement

Effective as of 02.06.2022

  1. GENERAL PROVISIONS

    1. Under the Agreement, the Bank provides a Client who is a legal person with the LEI code (Legal Entity Identifier) management service through LEI Register OÜ (hereinafter referred to as the LEI Operator).
    2. The definitions set out in the Bank’s General Terms and Conditions (hereinafter, the General Conditions) are also used in the Agreement, and in matters not regulated by the Agreement the Bank and the Client shall proceed from the General Terms and Conditions insofar as they are not contrary to the Terms and Conditions of the Agreement.
    3. The Agreement shall be governed by the law of the Republic of Estonia.

  2. ENTRY INTO AGREEMENTS AND MANAGEMENT OF LEI CODE

    1. Upon entering into the Agreement, the Client authorises the Bank to apply for and manage the LEI code under the terms and conditions and pursuant to the procedure set forth by the LEI Operator.
    2. Under the Agreement, the Client gives its consent to the Bank to forward the relevant data concerning the Client to the LEI Operator within the extent, under the conditions, and pursuant to the procedure stipulated by the LEI Operator.
    3. If the Client has not notified the Bank of his or her wish to terminate the Agreement, the Bank has the right to renew the Client’s data on behalf of the Client and to extend the validity of the LEI in the interests of the Client. The Bank and the Client have agreed that the Bank shall renew the LEI once a year, for a period of one year.

  3. RIGHTS AND OBLIGATIONS OF THE PARTIES

    1. The Bank has a right to refuse any transactions related to the LEI code, if:
      1. The funds in the Client’s account are insufficient for the settlement of the service fees and claims related to the Agreement and agreements entered into between the LEI Operator and the Client;
      2. The Client has not given the Bank an authorisation and/or presented documents pursuant to that which is laid down in clause 3.3 of the Agreement;
      3. The Bank has learnt of changes in the data concerning the Client, however the Bank has no access to the changed data.
    2. The Bank has a right to perform the activities described in Clause 2.3 without prior coordination thereof with the Client.
    3. The Bank has a right to request additional authorisations and/or documents from the Client, if these are necessary for the performance of LEI code related activities on behalf of the Client.
    4. The Client is obligated to ensure that their account contains sufficient funds in the required currency for the settlement of service fees and claims related to the Agreement and agreements entered into between the LEI Operator and the Client.
    5. The Client undertakes to reimburse the Bank for all costs and damages, which may be incurred by or against the Bank before the LEI Operator in connection with the relations between the Client and the LEI Operator.
    6. The Bank shall not be liable for any damages incurred by the Client as a result of the activity or inactivity of the LEI Operator, including the failure to fulfil any obligations or due to bankruptcy or insolvency.

  4. SERVICE FEES

    1. The Client pays the Bank for the activities performed within the framework of the LEI code management service, in accordance with the Bank’s Price List. Value added tax shall be added to the fee as stipulated by law.
    2. The Bank has a right to debit from the Client’s Account(s) the service fees payable by the Client and other amounts stipulated in the Agreement; with the Bank also having the right to debit from the Client’s Accounts(s) any claims arising from agreements concluded between the Client and the LEI Operator.

  5. VALIDITY AND AMENDMENT OF THE AGREEMENT

    1. The Agreement shall enter into force upon its signing and shall be concluded without a term.
    2. The Agreement may only be amended or supplemented upon the written consent of the Parties to the Agreement, with the exception of a change occurring in the legal provisions regulating relations arising from the Agreement, and the unilateral amendment of the Agreement by the Bank is justified for the purposes of bringing it into accordance with legislative provisions.

  6. TERMINATION OF THE AGREEMENT

    1. The Parties shall have the right to terminate the Agreement at any time by submitting to the other Party a corresponding notice in the manner specified in the General Terms and Conditions at least five (5) banking days before the desired date of termination of the Agreement.
    2. In addition to what is stipulated in the General Terms and Conditions, the Bank shall have the right to unilaterally cancel the Agreement without providing advance notice, in at least one of the following cases:
      1. There are insufficient funds in the Client’s Account to settle the obligations (including service fees) arising from the Agreement and/or agreements entered into between the LEI Operator and the Client, and the Client has not transferred a sufficient amount of money to the Account for this within five (5) days as of the receipt of the respective notice;
      2. A proceeding for the deletion of the LEI code application or the reorganisation, merger, division, bankruptcy, or liquidation of it from the register has been previously commenced against the Client.
    3. The expiry of the Agreement shall not end the possible claims of the Bank against the Client, including the obligation of the Client to compensate the Bank for any damaged caused. The expiry of the Agreement does not affect the agreements between the Customer and the LEI operator.
    4. Following the expiry of the Agreement, the Bank shall have the right, at its own discretion, to take steps to avoid or minimise potential damage to the Bank and/or the LEI Operator.

  7. FINAL PROVISIONS

    1. Any disputes arising from the Agreement shall be resolved by the Parties by way of negotiation. If the Parties fail to reach an agreement by way of negotiation, the dispute shall be settled in a court in the location of the Bank in accordance with the laws of the Republic of Estonia.
    2. By signing the Agreement, the Client confirms that they have thoroughly examined the Agreement, understand the Agreement and the accompanying obligations, the principles of processing the Client’s data, the risks, and that they have all of the rights and authorisations for entering into the respective agreements.
    3. The Agreement is deemed to have been entered into from the date of signature by both Parties.