Terms of disclosure for corporate questionnaire 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.

Bank Program Member: means a banking institution or organization that has entered into a bank program member agreement with CDP, that is requesting disclosure from their clients.

Billing Company: means the organization determined in accordance with the table in Section 20 of these terms.

Capital Markets Signatory: means an organization that has entered into a capital markets signatory agreement with us, that is requesting disclosure from companies.

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 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 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 (including the identity of any Requesters).

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 6.4 of these terms).

Discloser: means the organization 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 the Discloser may use through any CDP accredited solutions provider to facilitate submission of its Response.

Fee: means the annual administrative fee to enable CDP to maintain the CDP Portal.

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

Financial Services Discloser: means any Discloser that falls into the CDP classification of ‘financial services’ and that responds to the ‘financial services’ questions contained in the Questionnaire.

Net Zero Asset Managers initiative: the network partners of the Net Zero Asset Managers initiative, namely: CDP; PRI (Principles for Responsible Investment) PRI Association, of 25 Camperdown Street, London, E1 8DZ, UK; IIGCC (Institutional Investors Group on Climate Change) of Pennine Place 2a Charing Cross Road London, WC2H 0HF UK; AIGCC (Asia Investor Group on Climate Change) of PO Box Q937 Queen Victoria Building, Sydney NSW 1230 Australia; IGCC (Investor Group on Climate Change), of 60 Martin Place, Sydney 2000, Australia; and Ceres, of 99 Chauncy Street, 6th Floor, Boston, MA 02111 USA, that is requesting disclosure from its member companies.

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.

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).

Public Authority: means a public sector Discloser (as classified by CDP).

Private Markets Member: means a financial institution that has entered into a Private Markets member agreement with CDP and is requesting data from its portfolio of alternative investments.

Questionnaire: means any version of the integrated CDP Questionnaire 2024 (the version you are asked to complete will vary, largely based on what category of Discloser you fall into).

RE100 initiative: means the global corporate renewable energy initiative bringing together businesses committed to 100% renewable electricity, led by The Climate Group (registered charity no. 1102909 and registered company no. 4964424) that is requesting disclosure from its member companies.

Requester(s): means the organization(s) requesting you to complete the Questionnaire as listed on the CDP Portal, categorised in accordance with the following types (which may be modified and subject to change, from time to time):

(1) Capital Markets Signatories;

(2) Supply Chain Members;

(3) Bank Program Members;

(4) Sustainable Finance Members;

(5) Private Market Members;

(6) the Net Zero Asset Managers initiative; and

(7) the RE100 initiative.

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 stewardship of Discloser(s).

Supply Chain Member: means an organization, that has entered into a supply chain member agreement with CDP, that is requesting disclosure from companies that are in its supply chain.

Sustainable Finance Member: means a banking institution or organization that has entered into a sustainable finance program member agreement with CDP, that is requesting disclosure from their clients, or their clients’ suppliers.

2. Parties

2.1. The parties to these terms are:

(1) Discloser; and

(2) CDP; or

(solely where the Billing Company is not CDP, and the Fee is payable);

(3) Billing Company.

2.2. The Billing Company can be identified by referring to Section 20.

3. Your agreement to these terms

3.1. These are the terms that apply when you draft and submit a Response to the Questionnaire. Please read these terms carefully. 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, 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

4.1. You confirm that:

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

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

(iii) the Discloser is a legal entity and not a sole trader, partnership or natural person or persons; and

(iv) the Response that you submit:

• (a) does not infringe the rights of any third party (including privacy, publicity or intellectual property rights);
• (b) does not defame any third party, and
• (c) 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-licensee, 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. ‘Public’ and ‘non public’ responses generally

5.1. Submitting your Response ‘publicly’ or ‘non-publicly’. When responding to our Questionnaire, you will be given a choice as to whether your Response can be made ‘public’ or whether your Response is ‘non-public’. We strongly encourage you to make your Response ‘public’.

6. Scoring eligibility, deadlines, relevant dates, our systems and general information

6.1. Eligibility for scoring. To be eligible for scoring you must submit your Response to us via the CDP Portal by the Deadline. CDP may publish your Score in accordance with Sections 11 to 13 of these terms. Please review those Sections carefully for further information relating to scoring your Response, and the criteria for publication of your Score.

6.2. If submission of your Response misses the Deadline. Notwithstanding Section 10 below (in relation to amending your Response), we reserve the right:

(i) not to score your Response; and

(ii) not to include data contained in your Response in any report, data product or other analysis.

6.3. We may elect at our sole discretion to score your Response if you submit it after the Deadline and before the Final Closure Date but are under no obligation to do so.

6.4. 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.

6.5. CDP’s online systems. 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 Platform, or the Disclosure API to facilitate submission of its Response, or your connectivity issues.

6.6. Disclosure API. If you choose to submit your Response via the Disclosure API, you agree to the Disclosure API Terms of Use.

6.7. Requester list(s) on our website. From time to time, we may make a list of Requesters available on the CDP website, but we are under no obligation to do so on an ongoing, or exhaustive basis.

7. Public responses and CDP's usage

7.1. If you make your Response ‘public’, you agree that CDP may use your Response for all purposes that we decide. If you submit your Response using the ‘public’ option, our uses of your Response may include (but not be limited to):

(i) making your Response available to your Requesters (and their Affiliates);

(ii) making your Response available to Permitted Recipients or other third parties;

(iii) scoring your Response;

(iv) compiling data in your Response in CDP's databases and making it available in original, modified or adapted form for use by commercial (for a fee or otherwise) and non-commercial organizations;

(v) amalgamating information in your Response with information from other public sources; and

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

7.2. Where you are headquartered in the EU, and your Response is ‘public’, we may share your reported climate and environmental actions on the European Climate Pact website. The European Climate Pact is a European Commission initiative bringing citizens and organizations together to achieve a climate-neutral Europe, and more information can be found here: https://europa.eu/climate-pact/about/about-pact_en

7.3. Sharing responses with the Pacific Institute (for Disclosers answering the water security questions in the Questionnaire only). In the submission pages for your Response, you will be asked to grant or decline consent for CDP to share with the Pacific Institute the e-mail address of the person within your organization registered with us as the submission lead. This enables your organization to be contacted by the administrator of the Water Action Hub. The Water Action Hub is a global online knowledge sharing platform for water sustainability and climate resilience, developed by the CEO Water Mandate (an initiative of the UN Global Compact, implemented in partnership with the Pacific Institute). CDP shares its corporate response data with the CEO Water Mandate. If your Response includes details of a river basin project of potential interest to other parties sharing water resources in the geographies in which you operate, the Water Action Hub administrator would request your permission to publish the project and provide secure log-in information enabling amendments to be made to the project profile.

8. Non-public responses and CDP's usage

CDP general restrictions and permitted usage

8.1 If your Response is submitted using the ‘non-public’ option:

(i) you grant CDP permission to use your Response, and the information contained in it, in the ways prescribed in Section 7.1(iii) to (vi) above;

(ii) (unless Section 8.7 applies) CDP will not publish the Response without the information in your Response first being anonymized (or aggregated in such manner that it has the effect of being anonymized); and

(iii) you grant CDP permission to share your Response in accordance with Sections 8.2 to 8.8 and 9 below (as applicable).

How CDP may share your non-public Response.

8.2. If your Response is submitted as ‘non-public’, dependant on the type(s) of Requesters that have requested your Response, you agree that CDP may share your non-public Response in accordance with Parts A to D below (where relevant, and as applicable).

Part A – Supply Chain Members, Bank Program Members, Sustainable Finance Members and Private Market Members.

8.3. You agree that where one of your Requesters is a Supply Chain Member, Bank Program Member, Sustainable Finance Member and/or Private Markets Member, CDP may make your ‘non-public’ Response available to each Supply Chain Member, Bank Program Member, Sustainable Finance Member and Private Markets Member that is a Requester specifically for you (and their respective Affiliates).

8.4. Your Response may therefore be provided to multiple Supply Chain Members, Bank Program Members, Sustainable Finance Members or Private Markets Members. This will depend on the number of Requesters that have requested a Response specifically from you, as a Discloser. This information can be viewed within the CDP Portal.

Part B – Capital Markets Signatories.

8.5. You agree that where one of your Requesters is a Capital Markets Signatory:

(i) CDP may make your ‘non-public’ Response available to Capital Markets Signatories (and their Affiliates), including via secure third party platforms; and

(ii) the Discloser on the CDP website or otherwise make it known that the Discloser has responded to our Questionnaire.

Part C - Net Zero Asset Managers initiative and the RE100 initiative.

8.6. You agree that where one of your Requesters is the Net Zero Asset Managers initiative, CDP may make your Response available to the Net Zero Asset Managers initiative secretariat.

8.7. You agree that where one of your Requesters is the RE100 initiative:

(i) CDP may make your Response available to the RE100 initiative;

(ii) CDP may use your Response to calculate the Discloser’s reported and verified share of renewable electricity consumption, which you further agree may be made public by CDP and/or the RE100 initiative;

(iii) CDP may publish the name of the Discloser, your location of headquarters, your RE100 targets, and any interim targets provided as part of your Response; and

(iv) CDP may publish in combination with renewable electricity consumption data contained in your Response, the historical percentage (%) of renewable electricity consumption of the Discloser contained in any previous years’ CDP RE100 report, to the extent that said report contains renewable electricity consumption data of the Discloser.

Part D - Other recipients.

8.8. You agree that as soon as your ‘non-public’ Response is received, CDP may make your Response available to:

(i) Permitted Recipients:

(a) to score your Response;

(b) in order to provide services to CDP;

(ii) regulators or supervisory bodies in order for CDP to comply with applicable law, and

(iii) CDP Affiliates for use only within their organizations and not for publication.

9. Supply Chain

9.1. This Section 9 solely applies to the extent that your Response includes answers to supply chain questions in the Questionnaire.

9.2. Please note that all parts of your submitted Response to supply chain questions will be treated as ‘non-public’ irrespective of whether you selected the ‘public’ or ‘non-public’ option for the remainder of your Response. For the avoidance of doubt, you have the option to respond to the supply chain questions as part of either a ‘public’ or a ‘non-public’ Response, but the supply chain answers within your Response will be ‘non-public’ by default.

9.3. Notwithstanding Section 9.2 above, you acknowledge and agree that:

(i) some supply chain questions require you to select a Supply Chain Member using a drop-down menu. Only the Supply Chain Member (and its Affiliates) that you select for each row will have access to the information in that part of your Response; and

(ii) all information you submit to supply chain questions will be accessible to Permitted Recipients, and CDP Affiliates who are obliged to keep such information confidential.

10. Amending your response

10.1. It is in CDP’s discretion whether to permit you to amend to your Response after submission.

10.2. If CDP does permit you to amend your Response, both your original Response and amended Response will be used in accordance with these terms and conditions.

11. Scoring special provisions

11.1. Where you are headquartered or operate in Ukraine and do not submit a Response, we will not attribute any Score to your Response and will recognise a pause in reporting where appropriate. Where you are headquartered in Belarus or the Russian Federation, your Response will not be eligible for scoring.

11.2. The Public Authorities version of the Questionnaire is not eligible to receive a score. Public Authorities interested in receiving a score may contact [email protected] about completing the scored version of the Questionnaire.

12. Scoring your response

12.1. Scoring your Response to the Questionnaire. Save in the case where Scoring Special Provisions apply, or CDP determines that Section 4.3 applies to your Response, if you submit your Response:

(i) by the Deadline: CDP will score your Response;

(ii) after the Deadline but on or before 2 October 2024 you can request an ‘on-demand’ Score for a fee. Only a limited number of on-demand Scores are available in 2024, so your request may not be granted.

12.2. Please contact your local CDP office for more information about on-demand scoring.

12.3. Scoring non-English language Responses. CDP recommends that wherever possible you respond in English. This is to facilitate the broadest applicability, usages, and utility of your Response. Please contact your local CDP office for information about scoring if you intend to submit your Response in any language other than English. The following languages may also be used to submit your Response: Chinese; Japanese; Portuguese; or Spanish.

13. Publication and use of scores

13.1. CDP will publish all ‘A’ Scores.

13.2. CDP will also publish all Score(s) based on Responses that were requested by a Capital Markets Signatory, unless this is the first time you have submitted a Response to the themes in the Questionnaire to which the Score relates, in which case you will have the option to request a ‘private’ Score from CDP.

13.3. Where Section 13.1 or 13.2 does not apply, your Score(s) will not be published. However, we reserve the right to share your Score(s) with Requesters, Permitted Recipients, regulators, and/or CDP Affiliates as set out in Sections 13.4 to 13.5.

13.4. If you request the ‘private’ option in relation to your Score(s) (irrespective of whether your Response is submitted as ‘non-public’ or ‘public’), where you do not achieve an A Score, we may only make it available to:

(i) any Supply Chain Member, Sustainable Finance Program Member, Bank Program Member or Private Markets Member that is a Requester for your Response;

(ii) Permitted Recipients, in order to provide services to CDP;

(iii) regulators or supervisory bodies in order for CDP to comply with applicable law, and

(iv) CDP Affiliates for use only within their organizations and not for publication.

13.5. If you are classified by CDP as a Financial Services Discloser, your Score(s) for the water and forests sections of the Questionnaire may be shared with:

(i) Permitted Recipients, in order to provide services to CDP;

(ii) regulators or supervisory bodies in order for CDP to comply with applicable law, and

(iii) CDP Affiliates for use only within their organizations and not for publication.

14. Future questionnaires

Your submission of a Response for the current year also constitutes the grant of consent for CDP 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 in order to submit a response.

20. Billing company

If the Discloser is located in a territory that is not listed in the table above, the Billing Company shall be CDP Worldwide. However, if the Discloser is located in a territory that becomes: (i) a new member the European Union (ii) a new member the European Free Trade Association, (iii) a new territory devolved from members of the European Union or the European Free Trade Association, or (iv) a new candidate of membership in the European Union, the Billing Company shall be CDP Worldwide (Europe) gGmbH.