Terms of disclosure for cities, states and regions questionnaires 2024

1. Definitions

Affiliate(s): means any entity that controls, is controlled by, or is under common control with a party. For the purposes of this definition, “control” of an entity means the ownership, directly or indirectly, of more than fifty percent of the outstanding voting securities or capital stock of such entity, or the legal power to direct or cause the direction of the general management and policies of such entity.

CDP: means CDP Worldwide the registered charity (no. 1122330) and company limited by guarantee incorporated and registered in England and Wales (no. 05013650) with its registered office at 4th Floor, 60 Great Tower Street, London EC3R 5AZ, United Kingdom. References to “we,” and “our” in these terms are interchangeable references to CDP.

CDP Affiliate(s): means any Affiliate(s) of CDP, and any organizations within CDP’s operational group to whom CDP licenses its name and brand (which for the purposes of this definition shall include CDP North America, and CDP Europe, and their Affiliates).

CDP Europe: means CDP Europe AISBL, a charity registered in Belgium whose registered address is Due Ducale 67, 1000 Brussels, Belgium.

CDP-ICLEI Track: means the platform through which cities complete and submit their Response to the Questionnaire.

CDP North America: means CDP North America, Inc., the Delaware incorporated non-profit 501(c)3 organization whose registered office is at 127 W 26th Street, Third Floor, New York, NY, 10001, United States.

CDP Portal: means the online system where Disclosers log into their user accounts to submit their Response and access relevant information relating to their Response.

C40 City: means a city that is a member or affiliate city of the C40 Cities Climate Leadership Group administered by C40 Cities Climate Leadership Group, Inc. (“C40”) and is identified as such on the CDP Portal.

Deadline: means 18 September 2024 (or any alternative date that is notified to Disclosers during CDP’s disclosure cycle for 2024, via the notification methods outlined in Section 5.5 and 6.4 of these terms).

Discloser: means the city, state or region responding to the Questionnaire. References to “you” and “your” in these terms are references to you as the Discloser.

Disclosure API: means the application programming interface connected to the CDP Portal that a cities Discloser may use through any CDP accredited solutions provider to facilitate submission of its Response.

Final Closure Date: means 2 December 2024 (or any alternative date that is notified to Disclosers during CDP’s disclosure cycle for 2024 via the notification methods outlined in Section 5.5 and 6.4 of these terms).

GCoM City: means a city which is committed to the Global Covenant of Mayors for Climate and Energy (“GCoM”) and is identified as such on the CDP Portal.

ICLEI: means ICLEI - Local Governments for Sustainability World Secretariat.

NetZeroCities: means the consortium consisting of 33 partners from 27 European countries, managing the EU Cities Mission “100 Climate-Neutral and Smart Cities by 2030” platform, that is coordinated by EIT Climate-KIC, Europe’s public-private innovation partnership focused on climate innovation to mitigate and adapt to climate change.

OPCC: means the One Planet City Challenge that is run by WWF to mobilize cities to limit the increase in global temperature to 1.5 °C in line with the Paris Agreement.

Permitted Recipients: means (i) country partners (ii) research partners (e.g. academic institutions and NGOs) (iii) report writers (iv) scoring partners (v) third-party data processors or data management partners, including software vendors and artificial intelligence partners (vi) regulators and supervisory bodies where required by law (vii) CDP Affiliates.

Personal Data: means personal data as defined by applicable data protection legislation, including data which relates to an individual who can be uniquely identified from the data (such as a person’s name, email address, and job title).

Questionnaire: means any version of the Cities or States and Regions Questionnaire 2024 (the version you are asked to complete will vary, largely based on what category of Discloser you fall into). This comprises questions common to all cities or states and regions and additional questions under our partner initiatives including with C40, GCoM, ICLEI, WWF and Regions4.

Race to Resilience: means an initiative to accelerate adaptation action in cities, states and regions, contributing to the resilience of 4 billion people from vulnerable groups and communities to climate risks further to the United Nations Framework Convention on Climate Change Race to Resilience.

Race to Zero: means an initiative to mobilize cities, states and regions to commit to setting science-based targets and start implementing climate action further to the United Nations Framework Convention on Climate Change Race to Zero, a global campaign rallying non-state actors including companies, cities, states and regions, financial and educational institutions.

Regions4: means Regions4 Sustainable Development, a Belgian non-profit international association with registered office at Chaussée d’Alsemberg 999, 1180 Brussels, Belgium.

Response: means your response to the Questionnaire, including any attachments, made within the CDP Portal.

Score(s): mean CDP’s score(s), which assess the level of detail and comprehensiveness of each Response, awareness of environmental issues, management methods and progress towards environmental leadership of Discloser(s).

WWF: means the World Wide Fund for Nature (Stiftelsen Världsnaturfonden WWF), with whom CDP works as a partner on the OPCC.

2. Parties

2.1. The parties to these terms shall be CDP and the Discloser.

3. Your agreement to these terms

3.1. These are the terms that apply when you draft and submit a Response to the Questionnaire. You will not be able to submit a Response unless you agree to these terms.

3.2. If you do not agree to these terms or have any queries, please contact us at our CDP Help Center.

3.3 In addition you must comply with the CDP Website Terms of Use.

4. Important representations (for Cities and States and Regions disclosers

4.1. You confirm that:

(a) The person drafting or submitting the Response to us is authorised by the Discloser to draft or submit the Response;

(b) The Discloser has obtained all necessary consents and permissions to submit a Response to us;

(c) The Response that you submit:

• (i) does not infringe the rights of any third party (including privacy, publicity or intellectual property rights);
• (ii) does not defame any third party, and
• (iii) does not include any Personal Data.

4.2. You hereby agree that by default submission of your Response shall be deemed final, and we are under no obligation to retract or erase your Response or any part thereof from our systems or records or that of any third-party sub-license, after you have submitted it.

4.3. As a contractual condition of these terms, you agree that to the best of your knowledge, information contained in your Response will not be false, misleading and/or inaccurate. If CDP is provided with third party verification that your Response contains false, misleading and/or inaccurate information, CDP reserves the right not to Score your Response and data contained in your Response may be deleted from our systems (including CDP’s databases).

4.4. Without prejudice to Section 4.3, you agree that CDP may cleanse, and correct inaccurate information contained in your Response, to maximise data quality further to compiling data from your Response in CDP’s databases, and making it available in original, modified or adapted form. CDP reserves the right to cleanse, and correct inaccurate information in your Response at any time using best endeavours to notify you in writing of such actions where corrections are material, and using reasonable endeavours where corrections are minor, immaterial, or cosmetic.

5. Responding to the questionnaire, scoring and CDP’s usage (cities)

5.1. General. Responding to the Questionnaire is free but Responses must be prepared and submitted at the expense of the cities Discloser. When responding to the Questionnaire, you will be given a choice as to whether your Response can be made ‘public’ or whether your Response is ‘non-public’, unless your city decides to participate in one or more of the GCoM, OPCC, Race to Zero, Race to Resilience and Cities initiatives, in which case you can only respond publicly.

5.2. We strongly encourage you to make your Response public. Responses to the Questionnaire using the ‘public’ option are required for multiple initiatives including, but not limited to Race to Zero, Race to Resilience, C40 Cities membership, Global Covenant of Mayors and NetZeroCities. If you do not make your Response public, you will not be eligible for an “A” Score when we score you. Please see Sections 5.9 to 5.10 on “scoring” below for further details. It is your responsibility to verify the mandatory public disclosure requirements of any initiatives that you are a part of before you submit your Response. CDP shall not be liable for any failure to do so. The list of initiatives specified in these terms (which may mandate public disclosure) is non-exhaustive.

5.3. Submitting Responses via third-party systems, the Disclosure API, or the CDP Portal. When responding to the Questionnaire, you are responsible for checking that any part of the Response that you submit through any third-party service is complete and correct, and that you have attached any requested attachments you wish to include. You agree that CDP shall not be liable, shall be held fully harmless and accepts no responsibility for any delay to the time of submission of Response, failure to submit Responses by the Deadline, errors, omissions, corruption or loss of data or software, caused directly or indirectly by the Discloser’s use of the CDP Portal, or the Disclosure API to facilitate submission of its Response, or any third-party systems, or your connectivity issues.

5.4. Disclosure API. If you choose to submit your Response or any part of it via the Disclosure API, you must agree to the Disclosure API terms of use.

5.5. Deadline for scoring. You must submit your Response to us using the CDP Portal by the Deadline to ensure it is eligible for CDP scoring and inclusion in reports and announcements.

5.6. CDP reserves the right to make changes to relevant dates. To the extent that any calendar date, or period of days is referred to in these terms and relates to the timetable for submission of your Response, or CDP’s timetable for scoring and/or publication of your Score, such calendar date, or period of days, may be subject to change and modified by CDP at its sole discretion at any time, and notified to you via methods including: emails to the Discloser and/or notifications within the CDP Portal. In addition, CDP may provide notice of any such relevant date change(s) on the CDP website.

5.7. Public Responses: CDP’s permitted usage. If you agree that your submitted Response can be made public, we may use it in furtherance of our charitable mission, including by:

(a) making it available as soon as it is received by CDP to our partners (including C40, GCoM, ICLEI, WWF, Race to Zero, Race to Resilience and NetZeroCities);

(b) appointed report writers and any other parties we deem appropriate;

(c) making it publicly available, for example through our Open Data Portal (https://data.cdp.net/) and stored and preserved on our servers indefinitely thereafter;

(d) compiling it in CDP databases and making it available in original, modified or adapted form for use by commercial (for a fee or otherwise) and non-commercial organizations;

(e) amalgamating it with information about the Discloser from other public sources;

(f) using it as a best practice example in CDP literature and research;

(g) using it individually or as part of aggregate results in CDP’s reports and in any other research conducted or commissioned by CDP; and

(h) using it in any other way that accords with our charitable mission.

5.8. Non-public Responses: CDP’s permitted usage. If your submitted Response is ‘non-public’, we may use the data you submit only as follows:

(a) for all cities Disclosers, making it available as soon as it is received by CDP to Permitted Recipients:

• (i) to score your Response; and/or
• (ii) in order to provide services to CDP; and/or
• (iii) in order for CDP to comply with applicable law.

(b) for all cities, we may make it available as soon as it is received by CDP to ICLEI for any use within its organization and who will be entitled to make it available to its report writers but who will not publish or otherwise make available any data from your Response unless it has been anonymized or aggregated in such manner that is has the effect of being anonymized. ICLEI and its report writers are required to make all reasonable efforts to safeguard the confidentiality of the data in your Response; and

(c) for C40 Cities, make it available as soon as it is received by CDP to C40 for any use within its organization and who may make it available to its report writers, but shall not publish or otherwise make available any data from your Response unless it has been anonymized or aggregated in such manner that is has the effect of being anonymized. C40 and its report writers shall make all reasonable efforts to safeguard the confidentiality of the data in your Response.

5.9. Scoring of Responses. We will score Responses from cities that submit a Response by the Deadline, regardless of whether they respond ‘publicly’ or ‘non-publicly’. However, you must respond ‘publicly’ if you wish to be considered for or granted an “A” Score.

5.10. Publication and use of Scores. If your Response was submitted ‘publicly’, and it is scored and you receive an “A” Score, we may make your Score public and publish it. If you do not receive an “A”, we will only disclose your Score to:

(a) our reporting partners (including ICLEI, C40, GCoM, and WWF); and

(b) Permitted Recipients:

• (i) to score your response; and/or
• (ii) in order to provide services to CDP; and/or
• (iii) in order for CDP to comply with applicable law.

in each case for use only within their organizations and not for publication.

5.11. Future Questionnaires. Your submission of your Response for the current year also constitutes your request to us to invite you and to remind you to respond in future years but you acknowledge that any future Responses will be made upon the then-current version of these terms which you will need to accept at that time.

6. Responding to the questionnaire, scoring and CDP's usage (states and regions)

6.1. General. Responding to the Questionnaire is free but Responses must be prepared and submitted at the expense of the states or regions Discloser.

6.2. We strongly encourage you to make your Response public. Responses to the Questionnaire using the ‘public’ option are required for multiple initiatives including but not limited to Race to Zero and Race to Resilience. If you do not make your Response ‘public’, you will not be eligible for an “A” Score when we score you. Please see Sections 6.9 to 6.10 on “scoring” below for further details. It is your responsibility to verify the mandatory public disclosure requirements of any initiatives that you are a part of before you submit your Response. CDP shall not be liable for any failure to do so. The list of initiatives specified in these terms (which may mandate public disclosure) is non-exhaustive.

6.3. Submitting Responses via third-party systems, or the CDP Portal. When responding to the Questionnaire, you are responsible for checking that any part of the Response that you submit through any third-party service is complete and correct, and that you have attached any requested attachments you wish to include. You agree that CDP shall not be liable, shall be held fully harmless and accepts no responsibility for any delay to the time of submission of Response, failure to submit Responses by the Deadline, errors, omissions, corruption or loss of data or software, caused directly or indirectly by the Discloser’s use of the CDP Portal, or any third-party systems, or your connectivity issues.

6.4. Deadline for scoring. You must submit your Response to us using the CDP Portal by the Deadline to ensure it is eligible for CDP scoring and inclusion in reports and announcements.

6.5. Use of Responses. Disclosers agree that their Response to the Questionnaire will be used by CDP in furtherance of its charitable mission and you agree that your Response may be:

(a) made available as soon as it is received by CDP to its reporting partners (including Regions4 and Climate Group), appointed report writers and any other parties that CDP deems appropriate;

(b) used in the same ways as cities’ Responses, as set out above in Section 5.7(b) to (h).

6.6. Deadline for scoring. You must submit your Response to us on the CDP Portal by the Deadline to ensure it is eligible for scoring and inclusion in reports and announcements.

6.7. Amending your Response. You may amend a Response you have submitted at any time up until midnight on the Final Closure Date upon which we close the CDP Portal to new submissions. We will communicate this date to your main user via email and/or your online dashboard on the CDP Portal. Please note that any changes you make to your Response after the Deadline may not be reflected in any Score, publication or announcement.

6.8. CDP reserves the right to make changes to relevant dates. To the extent that any calendar date, or period of days is referred to in these terms and relates to the timetable for submission of your Response, or CDP’s timetable for scoring and/or publication of your Score, such calendar date, or period of days, may be subject to change and modified by CDP at its sole discretion at any time, and notified to you via methods including: emails to the Discloser and/or notifications within the CDP Portal. In addition, CDP may provide notice of any such relevant date change(s) on the CDP website.

6.9. Scoring of Responses. We may score Responses from all states and regions that submit a Response by the Deadline.

6.10. Publication and use of Scores. If your Response is scored and you receive an “A”, we may make your Score public and publish it. If you do not receive an “A” Score, we may only disclose your Score to CDP Affiliates, supervisory bodies, regulators and our scoring partners:

(a) to score your Response; and/or

(b) in order for CDP to comply with applicable law,

in each case for use only within their organizations and not for publication.

7. Rights in the responses (cities, states and regions)

7.1. Ownership. All intellectual property rights in your Response will be owned by you (and your licensors).

7.2. License. You grant to CDP, or shall procure the grant to us, of a perpetual, irrevocable, non-exclusive, assignable, sub-licensable, royalty-free and worldwide license to use your Response and any intellectual property rights including copyright and database rights in your Response for the uses set out in these terms (including creating Scores).

8. Liability (cities, states and regions)

8.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, or for fraud or fraudulent misrepresentation.

8.2. We are not liable for financial losses. CDP has no liability to you in any circumstances whatsoever for any loss of revenue, loss of profit, loss of business, business interruption, loss of business opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data or software.

8.3. We are not liable for consequential losses. CDP has no liability to you in any circumstances whatsoever for any indirect or consequential loss or damage of any nature whatsoever.

8.4. Exclusion of liability. CDP has no liability to you in any circumstances howsoever arising from your draft Response, the content or submission of your Response to us, our use of your Response, or your Score and/or the use of or any reliance placed upon your Response by you or by any third parties. You hereby agree that CDP has no liability to you in any circumstances arising from your draft Response, the content or submission of your Response to us, including:

(a) any delay to the time of submitting your Response, failure to meet the Deadline, errors, data loss, or omissions, any of the same arising as a result of your use of a third-party service, the Disclosure API or CDP Portal;

(b) our use of your Response;

(c) our publication of your Score; and/or

(d) the use of or any reliance placed upon your Response or your Score by you or by any third parties.

9. Data protection (cities, states and regions)

9.1. Each party acknowledges that during the course of their relationship CDP may process Personal Data including Personal Data which may be provided to it by or on behalf of the Discloser including the Personal Data of its registered users of the CDP Portal and other contacts. CDP will only process such Personal Data for purposes related to its relationship with the Discloser (for example, sending communications to the Discloser encouraging completion of the Questionnaire, or including inviting and assisting the Discloser to complete the reporting process.

9.2. You shall ensure that any relevant data subjects receive a fair processing notice which includes the above information and includes a reference to CDP’s privacy notice and shall otherwise ensure that CDP is able to process all Personal Data provided to it by or on behalf of the Discloser for the above purposes in compliance with applicable data protection legislation including the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 which merge the previous requirements of that Act with the requirements of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”).

10. General (cities, states and regions)

10.1. We may assign our rights to someone else. We may transfer our rights and obligations under these terms to another organization.

10.2. Nobody else has any rights under these terms. These terms are between you and us. No other person shall have any rights to enforce any of its terms.

10.3. Entire agreement. These terms constitute the entire agreement between you and us in relation to your Response to the Questionnaire.

10.4. Variation. CDP reserves the right to change these terms at any time. Such changes shall be effective immediately or at such other time as CDP elects. In the event of any materially adverse changes, you may request to withdraw your Response within 30 days of us notifying you of the change.

10.5. Severance. Each of the sections of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.

10.6. Governing law and jurisdiction. These terms are governed by English law and both the Discloser and CDP submit to the exclusive jurisdiction of the English courts to resolve any dispute or claim arising out of or in connection with these terms, their subject matter or formation.

10.7. Language. In the event of any inconsistency or ambiguity, if these terms are translated into any language other than English, the English language version of the terms will prevail in relation to the interpretation.