Disclosure API Terms of Use

Please read these disclosure API Terms of Use carefully. By accessing CDP's disclosure API on behalf of your disclosing organization, you agree that your disclosing organization will be bound by these disclosure API Terms of use. If you do not accept these disclosure API Terms of use, you must not request of nor proceed to use CDP' disclosure API, for any purpose whatsoever

Relevant definitions and interpretation

For the purposes of these terms (the “Disclosure API Terms of Use”) the following definitions apply:

API Software Partner: means the software company that is authorized by CDP to support you in using the Disclosure API to submit your Response.

CDP: means CDP Worldwide, a charitable company registered with the Charity Commission of England and Wales (registered charity no. 1122330 and company number 05013650). References to “we”, “our” and “us” in these terms are references to CDP.

CDP Portal: means the CDP operated online disclosure platform, where Disclosing Organizations are required to complete and submit their Response to the Questionnaire.

CDP Questionnaire Terms: means the terms and conditions located at Disclosure Terms 2024 that apply to submission of your Disclosing Organization's, Response.

Disclosure API: means the application programming interface connected to the CDP Portal that you on behalf of the Disclosing Organization use to facilitate submission of a Response through a CDP authorized API Software Partner (which may include permitted use through third-party self-service tools made available by a CDP authorized API Software Partner).

Documentation: means any documentation relating to the Disclosure API provided or made available to you by CDP.

Questionnaire: means any applicable CDP questionnaire in 2024.

Disclosing Organization: means the organization responding to the Questionnaire.

Response: means your Disclosing Organization’s response to the Questionnaire.

Your authority

References to “you” and “your” in these terms are references to you as a user of the Disclosure API acting on behalf of the Disclosing Organization. By accessing the Disclosure API, you represent and warrant that you have all necessary capacity and authority to enter into these Disclosure API Terms of Use on behalf of your Disclosing Organization. These Disclosure API Terms of Use are a legally binding contract between your Disclosing Organization acting through you, and CDP.

Updates to these terms

We may update these Disclosure API Terms of Use at any time without need for notice.

Please check regularly for details of updates. If you do not agree to these Disclosure API Terms of Use before you accept them by ticking the “I accept” box, you should stop using the Disclosure API immediately. If the Disclosure API Terms of Use have changed since you last accepted them by ticking the “I accept” box, and you object to any update, you should stop using the Disclosure API immediately. These Disclosure API Terms of Use contain a date of last update. You agree that the Disclosing Organization will be bound by these Disclosure API Terms of Use from the time of your acceptance of these Disclosure API Terms of Use, irrespective of whether your Disclosing Organization subsequently makes use of the Disclosure API or submits a Response using the Disclosure API.

You agree that you (on behalf of the Disclosing Organization) are only permitted to use our Disclosure API in a manner (and for such purposes) that always comply with these Disclosure API Terms of Use.

In the event that you have any query in relation to these Disclosure API Terms of Use please contact us through the CDP Help Center.

These Disclosure API Terms of Use are supplemental (ie. additional) to the CDP Questionnaire Terms. In the event of any conflict, ambiguity, or inconsistency between these Disclosure API Terms of Use and the CDP Questionnaire Terms these Disclosure API Terms of Use shall prevail only to the extent required to resolve any conflict, ambiguity, or inconsistency specific to your use of the Disclosure API on behalf of the Disclosing Organization.

Access to the Disclosure API

You agree:

• to access the Disclosure API only using the matching facility to your chosen API Software Partner that is provided;

• to keep your passwords, usernames, login details, and access credentials secure and that you are responsible for any use of the Disclosure API using your passwords, usernames, login details and access credentials at all times; and

that you shall not provide to any third party that is not authorized by CDP (ie. that is not facilitating submission of your Disclosing Organization’s Response) with any passwords, usernames, login details and/or access credentials.

How you may use the Disclosure API

You must:

• ensure that your use of the Disclosure API complies with:

– these Disclosure API Terms of Use;

– all Documentation (as updated from time to time); and

– any other terms agreed between CDP and you.

What the Disclosure API must not be used for

You must not use the Disclosure API to send spam or to interfere with or degrade CDP’s services or systems (including the CDP Portal, and CDP’s CRM systems) in any way.

You must also not use the Disclosure API for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or in any way which:

• makes any private information on any CDP platform (including the CDP Portal, and CDP’s CRM systems) publicly available;

• is harmful, or threatening including uploading any material that contains a virus, disabling code, or other malicious code;

• does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;

• may infringe the intellectual property rights, for example copyright, trademarks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not) or any other rights of anyone (including CDP).

You must also not:

• distribute, license, sell, rent, or lease any aspect of the features, passwords, usernames, login details, or access credentials, keys, or identifiers that are provided to you through our systems to enable your use of the Disclosure API;

• modify, add to, or otherwise enhance any aspect of the features, passwords, usernames, login details, or access credentials, keys, or identifiers that are provided to you through our systems to enable your use of the Disclosure API;

• copy or decompile the Disclosure API and shall not observe, study or test the functioning of the Disclosure API, or any part of it, (except as strictly necessary for you to submit a Response); or

• infringe or copy our code or content or the design of the Disclosure API and any of CDP’s intellectual property rights.

CDP shall not have any liability

You agree that CDP shall not be liable, shall be held fully harmless and accepts no responsibility for any errors, omissions, corruption or loss of data or software, caused directly or indirectly by your use of the Disclosure API on behalf of the Disclosing Organization to facilitate submission of a Response.

CDP shall not have any liability to you or the Disclosing Organization in any circumstances whatsoever for any losses, damages or expenses, 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, related to use of the Disclosure API.

CDP shall not have any liability to you or the Disclosing Organization in any circumstances whatsoever for any indirect or consequential loss or damage of any nature whatsoever related to use of the Disclosure API.

We do not exclude or limit any liability to the extent the same cannot be excluded or limited by law (such as fraud, fraudulent misrepresentation, or personal injury resulting from our or our employees’ negligence).

Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.

Indemnification

You agree, acting on behalf of the Disclosing Organization that CDP shall be indemnified against all losses and damages we may suffer related to:

• any misuse of the Disclosure API, and

• any breach by you of any promise or non-performance of any of your obligations under these Disclosure API Terms of Use.

This means that, in these circumstances, the Disclosing Organization will fully reimburse CDP for any losses on a ‘£’ for ‘£’ basis, without CDP having to take steps to avoid or minimise our loss or to prove this is direct or foreseeable.

Updates to the Disclosure API

We may make changes to the Disclosure API at any time and for any reason without notice. If any change we make is not acceptable to you acting on behalf of the Disclosing Organization, the Disclosing Organization must stop using the Disclosure API. Your continued use of the Disclosure API means that the Disclosing Organization accepts the change to the Disclosure API.

Termination

If you breach these Disclosure API Terms of Use, your rights to use the Disclosure API will automatically terminate, and we can withdraw or restrict your access and the Disclosing Organization’s access to the Disclosure API.

Some of your obligations relating to the Disclosure API, (and/or these Disclosure API Terms of Use) will continue even after the Disclosing Organization’s use of the Disclosure API have ended for any reason.

Miscellaneous

Nothing in these Disclosure API Terms of Use shall (except as expressly provided) be deemed to constitute a partnership or create a relationship of principal and agent between the Disclosing Organization, and CDP for any purpose.

Governing law and jurisdiction

These Disclosure API Terms of Use and any dispute or claim arising out of, or in connection with, these Disclosure API Terms of Use, their subject matter or formation (including non-contractual disputes or claims) shall be:

• governed by, and construed in accordance with, the laws of England and Wales; and

• subject to the exclusive jurisdiction of the courts of England and Wales.