Terms and Conditions for ISIN Services
This website, https://direct.euronext.com/ ("Website") is owned and maintained by The Irish Stock Exchange plc., trading as Euronext Dublin ("Euronext Dublin", "we", "us" or "our"), a company registered in Ireland with company number 539157. The registered office and address of Euronext Dublin is 28 Anglesea Street, Dublin 2.
Euronext Dublin is regulated by the Central Bank of Ireland, and authorised as an operator of a regulated market and of multilateral trading facilities under the Markets in Financial Instruments Directive 2017 ("MiFID").
Your use of our Website is governed by our terms and conditions of website use and our content standards and acceptable use policy (which sets out the permitted uses and prohibited uses of our Website. When using our Website you must comply with this content standards and acceptable use policy). We only use your personal information in accordance with our Privacy and Cookie Statement (which sets out the terms on which we process any personal data we collect from you, or that you provide to us, and also sets out information about the cookies on our site. By using our Website, you consent to such processing and you warrant that all data provided by you is accurate. Please take the time to read each of these, as they include important terms which apply to you.
This page (together with the documents referred to on it, including any additional terms referred to in it) sets out the legal terms and conditions ("Terms") which will apply to the contract between you and us for the provision by us to you of the ISIN Services (as defined below). Please read these Terms carefully and make sure that you understand them, before requesting us to provide any of the ISIN Services to you. Please note that by requesting the provision by us of any of the ISIN Services, you confirm and agree to be bound by these Terms and the other documents expressly referred to in them. If you refuse to accept these Terms you will not be able to order the ISIN Services from our Website.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms, including the Charges, from time to time, and at any time. However, please note that any of the content of our Website may be out of date at any given time, and that we are under no obligation to update it. Please check these Terms each time you request us to provide the ISIN Services to ensure you understand the terms which will apply at that time.
By using our Website, you confirm that you accept the Terms and that you agree to comply with them. If you do not agree to the Terms, you must not use our Website.
These Terms, and any Agreement between us, are only in the English language.
1.Definitions and Interpretation
In these Terms and the Agreement (as defined below):
1.1 The following terms and expressions shall have the meanings set out below:
"Agreement" means the agreement concluded between Euronext Dublin and the Organisation for the purposes of Euronext Dublin providing the ISIN Services and which consists of (1) the ISIN Application Form; (2) these Terms and (3) our Privacy and Cookie Statement appearing on the Website from time to time and all other documents that are incorporated into these Terms or which otherwise become part of our agreement with you;
"Business Day" means any day on which banks are generally open for business in Dublin excluding Saturdays and Sundays. A Non-Business Day shall be construed accordingly;
"Charge" means, in respect of the ISIN Services, the price charged by Euronext Dublin in respect of that ISIN Service, details of which are set out in paragraph 9;
"Content" means all the information and documentation requested by us on the ISIN Application Form and supplied by you to us when you apply to us for the provision of the ISIN Services and required to be provided in accordance with ISO 6166 to enable Euronext Dublin to issue an ISIN or to enable Euronext Dublin to comply with a request by you to update an ISIN.
"Force Majeure Event" means, in relation to either Euronext Dublin or you, any event or circumstance which is not reasonably foreseeable and beyond its reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, inability to communicate with third parties for whatever reason, failure of any computer system, or failure of public or private telecommunications networks (including any mobile phone network), and which prevents or limits the ability of Euronext Dublin or you to meet its obligations under the Agreement;
“ISO 6166”means the ISO Standard which provides a uniform structure known as the ISIN that uniquely identifies securities. It details organisations, known as National Numbering Agencies (NNA's) that are responsible for issuing the ISIN in each country.
“ISIN” means 'International Securities Identification Number – being a code that uniquely identifies a specific securities issue. The organization that allocates ISINs in any particular country is the country's respective National Numbering Agency (NNA).
''ISIN Code” The first two characters are taken up by the alpha-2 country code as issued in accordance with the international standard ISO 3166 of the country where the issuer of securities, other than debt securities, is legally registered or in which it has legal domicile. For debt securities, the relevant country is the one of the ISIN - allocating NNA. In the case of depository receipts, such as ADRs, the country code is that of the organisation who issued the receipt instead of the one who issued the underlying security. The next nine characters are taken up by the local number of the security concerned. Where the national number consists of fewer than nine characters, zeros are inserted in front of the number so that the full nine spaces are used. The final character is a check digit computed according to the modulus 10 "Double-Add-Double" formula.
''ISO 10962'' means the ISO Standard used to define and describe financial instruments as a uniform set of codes for all market participants known as the CFI. It details organisations, known as National Numbering Agencies (NNA's) that are responsible for assigning the relevant CFI in each country.
''Issuer'' means the issuer of the security which the ISIN application has submitted for/on behalf of.
''CFI'' means ‘Classification of Financial Instruments’ code. The CFI consists of six alphabetical characters. The first character indicates the highest level of classification (categories). The second character indicates specific groups within each category. The third to sixth character indicate the most important attributes to each group.
''ISO 18774'' means the ISO Standard used to provide a consistent and uniform approach to standardise short names and descriptions for financial instruments known as the FISN. It details organisations, known as National Numbering Agencies (NNA's) that are responsible for assigning the relevant FISN in each country.
"FISN" means ‘Financial Instrument Short Name’. The FISN consists of up to a maximum of 35 characters, incorporating the issuer short name and the abbreviated characteristics for the financial instrument. An “/” acts as the delimiter between issuer name and instrument description.
“NNA” means the organisation that allocates ISINs in any particular country and is the country's respective National Numbering Agency (NNA). The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") is Ireland’s National Numbering Agency (NNA).
“Organisation” means the person, entity, company or other body corporate which employs you and who or which is named on the ISIN Application Form
"Pre-Paid Account" means the account, if any, which you created with us subject to a formal agreement being in place which is to be used by us to discharge amounts incurred by you with respect to, inter alia, the ISIN Services;
"Privacy Statement" means the document called "Privacy and Cookie Statement" which sets out the terms upon which Personal Information (as defined in the Privacy Statement) about you received in respect of the Agreement will be gathered and processed, and information about the cookies on our Website, and which is published on the Website;
"ISIN Application Form" means the form completed or to be completed by you within the on-line platform (https://direct.euronext.com/) requesting that we provide the ISIN Services to you; and
"ISIN Services" means the allocation to you by Euronext Dublin of an ISIN, CFI and FISN, or the processing of a request from you to have a ISIN, CFI or FISN.
1.2 Words in the singular shall include the plural, and vice versa.
1.3 The headings in these Terms are for convenience only and shall not affect the interpretation of any provision of the Agreement.
1.4 References to the words ''includes'' or ''in writing'', this includes e-mail.
1.5 When we refer, in these Terms, to ''in writing'', this includes e-mail.
1.6 References to ''you" or "your" means the person, acting on behalf of an Organisation, who has completed an ISIN Application Form and who requires us to provide the ISIN Services for that Organisation on these Terms and, where the context permits, the Organisation.
2. Provision of the Services
2.1 In consideration of the representations, warranties and undertakings given by you and in further consideration of the payment of the Charges by you, Euronext Dublin agrees to provide the ISIN Services to you subject to these Terms.
2.2 You expressly warrant, represent and confirm to us that you have the irrevocable and full unfettered power, legal capacity and authority from the Organisation to bind the Organisation without further recourse by us to the Organisation, to request Euronext Dublin to provide the ISIN Services, and to enter into and perform the obligations set out in, and to do all acts and things connected with, or required to fully perform the Agreement. You also warrant and confirm that the Organisation shall be liable as the principal debtor for all Charges incurred by you on behalf of the Organisation.
2.3 You expressly warrant, represent and confirm to us that you have the irrevocable and full unfettered power, legal capacity and authority from the Issuer, to request Euronext Dublin to provide the ISIN Services, and to enter into and perform the obligations set out in, and to do all acts and things connected with, or required to fully perform the Agreement.
3.1 You shall ensure that your password, and any other piece of information which we might provide or issue to you as part of our security procedures, are kept secure and confidential and that access to your password, or any other piece of information, is restricted to you only.
3.2 You shall treat your password and any other piece of information issued to you by Euronext Dublin as part of our security procedures, as confidential, and you shall not disclose it or them to any third party. We have the right to disable your password, whether chosen by you, or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
4.1 By completing and submitting an ISIN Application Form and providing the Content you expressly warrant, represent and confirm to us that the Content is true, complete and accurate in all respects and that you have not previously applied to Euronext Dublin for an ISIN for that security.
4.2 You acknowledge that once an ISIN has been issued by Euronext Dublin there will be an obligation on the Organisation to ensure that the Content remains up to date and accurate and you irrevocably undertake and agree to notify us immediately of any changes to the Content.
4.3 In consideration of us providing the ISIN Services to you and issuing you with an ISIN you irrevocably and unconditionally covenant with and undertake to us that the Organisation will indemnify and keep fully indemnified Euronext Dublin from and against any and all fines, penalties, awards, claims, actions, proceedings, judgments, decrees, orders, liabilities, losses (including but not limited to consequential losses and loss of profits, revenue and/or goodwill) costs and expenses of whatsoever nature, howsoever arising (including, without limitation, any professional fees, charges or expenses incurred in investigating, obtaining advice with respect to or resisting or appealing any such fines, penalties, awards, claims, actions, proceedings, judgments, decrees, orders, liabilities, losses, costs or expenses) suffered or incurred by us as a direct or indirect consequence of the representation and warranty at paragraph 4.1 being inaccurate, misleading or incorrect in any respect or by virtue of you failing to comply with the undertaking given at paragraph 4.2
4.4 You acknowledge that failure by you to undertake a verification exercise as required by paragraph 4.2 may result in Euronext Dublin withdrawing your ISIN and associated CFI and FISN.
5. Waiver of Rights and Licence
5.1 By submitting an ISIN Application Form to us you acknowledge and confirm to us that the Content, at the time we publish/distribute it, is non-confidential and non-proprietary and that your Organisation grants to us an irrevocable, royalty free, non-exclusive worldwide license to:
5.1.1 Publish and distribute the Content, and/or to sub-license third parties to publish and distribute it for us or on our behalf;
5.1.2 use any or all of the Content for the purposes of providing the ISIN Services and generating and maintaining databases of information in relation to your Organisation which we deem necessary or desirable to enable us to maintain your ISIN services and to share relevant information with other NNA’s, and coordinating and/or regulatory authorities; and
5.1.3 use any or all of the Content for the purposes of providing the ISIN Services and generating and maintaining databases of information in relation to your Organisation which we deem necessary or desirable to enable us to maintain your ISIN services and to share relevant information with other NNA’s, and coordinating and/or regulatory authorities; and
6.1 We shall not be liable to you or your Organisation, for any delay in performance or non-performance of our obligations hereunder to the extent that such delay or non-performance is caused by a Force Majeure Event.
6.2 In no circumstances (other than circumstances of fraud, dishonesty or wilful misconduct on our part) shall we be liable for, indirect or consequential loss or damage, damage to reputation, loss of profit, goodwill, business opportunity or anticipated savings suffered by you, your Organisation, or any third party as a result of any misrepresentation or breach of duty by us whether in statute, contract or tort (including negligence).
6.3 Subject to paragraph 6.2, we shall be liable for any loss suffered by you, or your Organisation, or any third party, as a result of our breach of duty whether in statute, contract or tort (including negligence) however our liability in such circumstances shall be limited to €150 per occurrence or series of occurrences arising from a single cause.
7. Formation of the Agreement of Issuance of ISIN
7.1 The submission of an ISIN Application Form by you to us shall be deemed to be acceptance by you, for and on behalf of your Organisation and the issuer, of the Terms and conditions.
7.2 Notwithstanding the submission by you of an ISIN Application Form, the issue by us of an ISIN to you shall be conditional upon the verification procedures which we are required to undertake having been completed to our absolute satisfaction and we may refuse, at our absolute discretion and without any need to assign a reason therefore, to issue an ISIN if the verification process is not completed to our satisfaction or where you fail to provide any of the Content.
7.2.1 You acknowledge that as part of our verification procedures we may be required to contact the issuer.
7.3 Once we are satisfied with your ISIN Application Form and have completed our verification procedures to our absolute satisfaction we shall issue an ISIN, CFI and FISN to your Organisation.
7.4 Notwithstanding the submission by you of an ISIN Application Form and subsequent issuance of an ISIN Code by us, the on-going maintenance by us of an ISIN shall be conditional upon you updating us of any material changes to the original information supplied on the ISIN application. Failure to notify us of any material change (e.g. Security name, description change etc.) will impact on the validity of the ISIN information available and disseminated. It remains your responsibility to ensure that all information provided is updated without undue delay.
8. Payment and Refunds
8.1 We shall make a Charge for the issue of each ISIN in compliance with paragraph 7.3 .The current Charges are set out in paragraph 9.
8.2 You can choose to pre-pay for each ISIN, in compliance with paragraph 7.3 using either your Pre-Paid Account or by using a debit card or credit card which is accepted by Realex and/or PayPal. If you pay by credit or debit card you warrant to us that you are aged 18 years and upwards.
8.3 It is your responsibility to ensure that there are sufficient funds available in your Pre- Paid Account to enable payment to be made for the use by you of the ISIN Services. If there are insufficient funds in your Pre-Paid Account to enable payment to be made in full at the time you submit a ISIN Application Form or undertake the verification exercise required by paragraph 4.2 you may elect instead to pay using a debit card or credit card which is accepted by Realex and/or PayPal.
8.4 Where you submit an ISIN Application and elect to pay for an ISIN (s) using a debit card or credit card which is accepted by Realex and/or PayPal and subsequently withdraw your ISIN Application within 24 hours of submitting it, and where no ISIN has already has been assigned, all charges relating to that ISIN Application will be refunded to you in full. No other refunds will be made.
9.1 The Charge for the issue of each ISIN will be €100 excluding VAT. The update of an ISIN issued to you will be carried out by Euronext Dublin free of charge.
9.2 The Charges set out in clauses 9.1 may be subject to immediate change at any time, and from time to time at the absolute discretion of Euronext Dublin. Changes to the Charges will be posted on this Website and will be effective as and from the time of posting.
9.3 All Charges are subject to Irish value added tax.
10. Variation of these Charges
10.1 Euronext Dublin reserves the right to regulate this Website or to change the type, content and scope of the ISIN and these Terms at any time.
10.2 We reserve the right in our sole discretion to make changes to, impose limits or conditions on your use of, suspend or terminate the ISIN Services provided under these Terms, (including changes to the Charges) without notice or liability except as required under applicable law.
11.1 We may immediately terminate the Agreement and withdraw the ISIN Services without notice if:
(a) you go into liquidation or if you enter into a voluntary arrangement with your creditors or equivalent procedure;
(b) you cease trading;
(c) any representation, warranty or statement made by you to us is or becomes untrue in any material respect;
(d) we must do so in order to comply with any law;
(e) we reasonably believe that the ISIN Services have been used negligently, illegally or fraudulently by you, or by a third party as a result of your negligence or recklessness; or
(f)for any reason the Agreement becomes unenforceable or void.
If we take such action we will immediately give you notice in writing that we have done so.
11.2 The Agreement does not have a minimum or finite duration and will continue to be binding on the parties until it is terminated. Without prejudice to paragraph 11.1, we may terminate the Agreement on giving two months prior notice in writing to you.
11.3 You may at any time request that we deactivate your password and terminate the Agreement by giving us not less than 20 Business Days prior written notice to that effect, but without prejudice to your liability for any outstanding amounts due to us or otherwise prior to the date of such termination.
12. Temporary Withdrawal of the ISIN Services
12.1 In the event of a breakdown, fault or malfunction of, or connection to, any system used in connection with the ISIN Services, or where there is a real or potential security risk, we shall be entitled, without incurring any liability to you, or to your Organisation or any third party, to temporarily suspend the ISIN Services or access to the Website for such reasonable period as may be required to remedy, address or resolve the system issue.
12.2 You accept that electronic communications, the internet, telephone lines and other telecommunications media may not be secure and communications via such media may be intercepted by unauthorised persons or delivered incorrectly. In consequence we cannot guarantee the privacy or confidentiality of communications via such media although we will put in place security measures to protect, so far as we are able or as is practicable, these methods of communications.
12.3 From time to time it may be necessary to or desirable for security reasons, maintenance, upgrades or other reasons to make the ISIN Services unavailable to you and/or change authentication procedures or processes for accessing the ISIN Services and while we will use reasonable endeavours to minimise any inconvenience caused to you, you accept that these events may occur and that we have no liability to you in the event of this happening
13.1 All notices to be sent to or from either Euronext Dublin or you in connection with this Agreement shall be delivered by letter/email to Euronext Dublin or your address/email address (as the case may be) shown on the ISIN Application Form. It shall be your responsibility to notify us in accordance with these Terms of any change of address/email address (as the case may be) by logging onto your account and updating the details appropriately. Notices sent by email shall be deemed to be effective when sent, provided that no notification of non-delivery has been received by the sender. Notices sent by letter shall be deemed to be effective on the second Business Day after posting.
13.2 If any provision of the Agreement is held to be invalid or unenforceable the validity of the other provisions shall not be affected.
13.3 It is acknowledged that:
(a) neither Euronext Dublin nor you or your Organisation have relied on any prior representations when entering into the Agreement; and
(b) the Agreement sets forth the entire agreement between Euronext Dublin and you and your Organisation with respect to the subject matter covered by it and that it supersedes all prior communications and understandings whether written or oral between Euronext Dublin and you relating thereto.
13.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.6 These Terms are governed by Irish law and the Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by Irish law. Both Euronext Dublin and you agree to the exclusive jurisdiction of the Irish courts.