Termos e condições

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.

Agreement: means these CDP Capital Markets Signatory terms and conditions.

AI System: Means any application, tool, software, machine-based system or model (including machine learning, large language models and any other artificial intelligence software and technology) capable of operating with varying levels of autonomy and generates outputs, decisions, content, predictions, recommendations or automated actions using artificial intelligence techniques, including (but not limited to) a range of machine-learning methods such as unsupervised, supervised or reinforcement learning, as well as statistical, rule or logic-based approaches, optimization and simulation techniques (and any product or solution that uses an artificial intelligence input or has an artificial intelligence component shall also be considered an AI System).

Billing Company: means the CDP organization identified in ANNEX 1 to this Agreement.

Capital Markets Signatory: means the capital markets signatory organization or entity that has agreed to enter into this Agreement. References to “you” and “your” in this Agreement are interchangeable references to you as the Capital Markets Signatory.

Capital Markets Signatory Dashboard: means the area of CDP’s online systems where you as a Capital Markets Signatory sign into your account to view which Disclosing Organizations have submitted a Response, and other information pertinent to receipt of Services from CDP.

Capital Markets Signatory List: means the periodically updated list of capital markets signatories, each of whom are purchasers of the Services.

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 4^th Floor, 60 Great Tower Street, London EC3R 5AZ, United Kingdom. References to “we” and “our” in this Agreement are interchangeable references to CDP.

CDP Affiliate(s): means any Affiliate of CDP, and any organizations within CDP Worldwide’s operational group to whom CDP Worldwide 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 26^th Street, Third Floor, New York, NY, 10001, United States.

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

CDP Reports and Materials: means any external facing:  

• reports or publications; 

• presentation materials;  

• marketing materials; or  

• publicity content,  

produced by CDP, or CDP Affiliates (apart from content on the CDP Website).

CDP Website: means the site located at www.cdp.net (the location of which may be modified with notice from time to time by CDP).

Confidential Information: has the meaning given in Section 10.1.

Disclosing Company: means a company responding to a Questionnaire.

Disclosing CSTAR Territory: means a city, state or region responding to a Questionnaire.

Disclosing Organization(s): means:

• Disclosing Companies;

• Disclosing Public Authorities; and

• Disclosing CSTAR Territories,

collectively and individually, that have submitted a Response further to CDP capital markets requests for submission of a Questionnaire on environmental impact via the CDP Portal.

Disclosing Public Authority: means a public authority responding to a Questionnaire.

Fee: means the fee specified on the ‘Make Payment’ page of the Capital Markets Signatory Dashboard for your Signatory Membership Package.

First Time Subscription: means instances where Capital Markets Signatory is an entirely new Capital Markets Signatory and first-time purchaser of any of the Services.

Questionnaire: means the CDP full corporate questionnaire, the CDP SME corporate questionnaire or the CDP CSTAR questionnaire (as applicable) for Disclosing Organizations to submit a Response on their environmental impacts and performance via the CDP Portal.

Response: means the submitted disclosure response from a Disclosing Organization to a Questionnaire made via the CDP Portal.

Response Data: means the ‘public’ and ‘non-public’ disclosure data from any Response of any Disclosing Organization.

Scores: mean CDP’s scores, which assess the level of detail and comprehensiveness of each Response, awareness of environmental issues, management methods and progress towards environmental stewardship of Disclosing Organization(s).

Services: means the service benefits provided by CDP to Capital Markets Signatory, including use of the Capital Markets Signatory Dashboard, and provision of Service Data further to Section 4 of this Agreement.

Service Data: means the Response Data, Scores, CDP Reports and Materials and other information supplied, owned, or licensed by CDP, or CDP Affiliates, specified in your Signatory Membership Package for the Services, which may include Third-Party Data.

Signatory Membership Package: means the membership level selected by you in the Capital Markets Signatory Dashboard.

Subscription Commencement: means the date (after your acceptance of these legally binding terms and conditions) upon which:

• you make payment of the Fee (in accordance with Section 6.3); or  

• an invoice is raised (in accordance with Section 6.5), 

whichever is earlier.

Subscription Term: means 12 months. 

Third-Party Additional Terms: means the additional terms and conditions relating to Third-Party Data.

Third-Party Data: means any data incorporated in the Data which is owned by a third-party (including but not limited to CUSIP Global Services, IEA Emissions Factors and S&P Global Market Intelligence) and is licensed to CDP and/or the Licensee, as identified in the Third-Party Additional Terms.

2.1 The parties to this Agreement shall be CDP, the Billing Company (solely where the Billing Company is not CDP) and the Capital Markets Signatory. 

2.2 The Billing Company can be identified by referring to ANNEX 1 of this Agreement. 

3.1 Administrative updates and communications.

Updates and communications pertinent to this Agreement will be notified to you via email notifications within the Capital Markets Signatory Dashboard.

3.2 The CDP Portal, CDP Website and the Capital Markets Signatory Dashboard.

The CDP Portal, the CDP Website and the Capital Markets Signatory Dashboard are not the same. The Capital Markets Signatory Dashboard allows you to track information related to submission of Responses from Disclosing Organizations and to receive relevant communications from CDP, whereas the CDP Website is our public facing site. The CDP Portal allows Disclosing Organizations to report and disclose their Responses. 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 use of the CDP Portal, the CDP Website or the Capital Markets Signatory Dashboard.

3.3 Capital Markets Signatory List and CDP’s Website, Reports and Materials.

You expressly agree to be included in the Capital Markets Signatory List and CDP reserves the right to make the Capital Markets Signatory List available on the CDP Website and in CDP Reports and Materials. For clarity, however, we are under no obligation to include you in the Capital Markets Signatory List. The default position is that you will be listed in the Capital Markets Signatory List unless you opt out of being listed in the Capital Markets Signatory List on the CDP Website or in any CDP Reports and Materials by emailing capitalmarkets@cdp.net or investor-na@cdp.net. Please note: you will not at any time be individually referenced by CDP Worldwide, CDP, or a CDP Affiliate in any CDP Reports and Materials as an isolated Capital Markets Signatory in any context (irrespective of whether you have or have not opted-out) without your express permission.

4.1 CDP shall, during the Subscription Term, provide the following Services to you:

i. Response Data for all Disclosing Organizations, which CDP will make available via the Capital Markets Signatory Dashboard as soon as reasonably feasible after Responses are submitted, identifying which of these Responses are ‘public’ and which are ‘non-public’. Only ‘public’ Response Data (and not ‘non-public’ Response Data) for Disclosing CSTAR Territories and Disclosing Public Authorities will be made available. Selected Response Data may also be available to you via third party electronic terminals and other digital, AI model and data distribution channels at CDP’s discretion, provided that you are also a purchaser or subscriber to those third-party services;

ii. CDP’s Scores for Disclosing Companies.

CDP will make the Scores of such Disclosing Companies (but not Scores for Disclosing CSTAR Territories or Disclosing Public Authorities) available to you when they are finalized by CDP;

iii. provision of CDP’s electronic newsletter highlighting the latest developments at CDP;

iv. access to CDP webinars and reports; and

v. opportunity to join engagement campaigns organized by CDP through provision of an option for Capital Markets Signatory to participate in CDP Worldwide’s annual “Non-Disclosure Campaign” and any other additional campaigns that CDP initiates to advance its mission to encourage environmental disclosure.

4.2 If the Response Data and Scores are not available by the end of the Subscription Term, the Subscription Term will be extended until the Response Data and the Scores have been made available by CDP.

5.1 No transfer of intellectual Property.

Capital Markets Signatory acknowledges and agrees that CDP and its licensors own or are the licensees of all intellectual property rights in the Services, including without limitation, all Service Data. Except as expressly stated herein, this Agreement does not grant the Capital Markets Signatory any rights to, or in, the Service Data.

5.2 Intended use of Service Data.

CDP hereby grants to the Capital Markets Signatory a revocable, non-exclusive, limited, non-assignable, non-licensable and royalty-free license to use intellectual property contained in Service Data provided to you by CDP, solely:

i. for internal company research;

ii. for internal portfolio and fund analysis;

iii. for corporate engagement in relation to environmental issues;

iv. to fulfill voluntary reporting requirements;

v. to fulfill mandatory reporting requirements to regulators; and

vi. in external research reports, provided: (1) CDP has provided its prior written consent to the specific publication; and (2) all Service Data is anonymized or aggregated with other data (in such a manner as it has the effect of being anonymized).

5.3 Prohibited use of Service Data.

Service Data may not be used as follows:

i. for commercial/revenue generating purposes;

ii. to input the Data in any AI System without the prior written consent of CDP. CDP may impose conditions on any such consent, which may include amendments to this Agreement. If you do not agree to those conditions, or if the parties are unable to agree in writing on the necessary amendments to the Agreement, CDP’s consent shall be deemed withdrawn. In such case, the use of AI Systems will not be permitted, and this Agreement shall otherwise remain in full force and effect;

iii. to create or enhance investment products, research, or services used or sold externally with third-parties;

iv. in a tradeable index or in a subscription or fee-based database service;

v. as a component, input, or basis of any financial index or benchmark for the purposes of the EU Benchmarks Regulation (Regulation 2016/1011), or inclusion in any benchmark falling within the scope of the UK Benchmarks Regulation (as amended by the Low Carbon Benchmarks Regulation 2019, EU Regulation (EU) 2016/1011) or any similar regulation of indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds;

vi. to publish any of Service Data, or any analysis relating to the Service Data (including external research reports referred to in Section 5.2(vi)) without CDP’s express prior written consent; or

vii. to disclose any Service Data comprising ‘non-public’ Response Data to any person outside Capital Markets Signatory (other than as required by law).

5.4 CDP reserves the right to determine if prohibited use of Service Data has been made by you. In such a case, CDP may revoke the Capital Markets Signatory’s license to use the Service Data and terminate provision of the Services, with immediate effect. 

5.5 No conflict with CDP’s charitable purpose.

The license in Section 5.2 is granted to Capital Markets Signatory on the express condition that the Services must be used by the Capital Markets Signatory in a manner which does not conflict with or undermine the charitable purposes of CDP, or any CDP Affiliate, and in particular, the purpose of advancing environmental protection and environmental improvement for the public benefit. CDP reserves the right to determine if conflicting or undermining use has been made by you. In such a case, CDP may revoke the Capital Markets Signatory’s license to use Response Data, Scores, and/or Service Data and terminate provision of Services, with immediate effect. 

5.6 Capital Markets Signatory agrees to credit CDP Worldwide as the source of any Service Data it uses in an external content, publication, release, or report authorized by CDP pursuant to Section 5.2(vi).  

5.7 Third party access restriction.

The Capital Markets Signatory shall not permit any third party, including any of its Affiliates, third party analysts, or agents any access to the Services, or Service Data without the prior written consent of CDP. 

5.8 Capital Markets Signatory is solely responsible for compliance with this Agreement.

The Capital Markets Signatory shall assume sole responsibility for its compliance with this Agreement, its use of the Services, protection of all Service Data, and any access granted to the Capital Markets Signatory Dashboard by any staff or employees. In addition, an obligation on the Capital Markets Signatory to do, or to refrain from doing, any act or thing pursuant to this Agreement shall include an obligation on the Capital Markets Signatory to procure that any Affiliate, third party analysts, or agents of the Capital Markets Signatory, that CDP consents to receive Service Data pursuant to this Agreement, also do, or refrain from doing, such act or thing. 

5.9 Capital Markets Signatory is solely responsible for acceptable use and security measures to protect Service Data.

Capital Markets Signatory shall use all reasonable security practices and systems applicable to the use of the Services, protection of all Service Data, and any access granted to the Capital Markets Signatory Dashboard, CDP Website or CDP Portal by any staff or employees, third party analysts, or agents to prevent any misuse or unauthorized access. Capital Markets Signatory shall take prompt and proper remedial action against unauthorized access, copying, modification, reproduction, display, or distribution of the Service Data. Access to CDP’s online systems (including the CDP Website, CDP Portal, and Capital Markets Signatory Dashboard) shall be subject to the acceptable use policy made available on the CDP Website. Capital Markets Signatory shall remain responsible for all acts and omissions of any Affiliate of the Capital Markets Signatory, that CDP consents to receive Service Data pursuant to this Agreement, as if they were its own.

5.10 Grant of license to CDP.

Capital Markets Signatory hereby grants to CDP a revocable, non-exclusive, assignable, sub-licensable and royalty-free license to:

i. use Capital Markets Signatory’s name and logo within the Capital Markets Signatory List and in CDP Reports and Materials from time to time (unless you have opted out under Section 3.3); and

ii. refer to Capital Markets Signatory as a ‘CDP Capital Markets Signatory’ in CDP Reports and Materials and on the CDP Website (save to the extent that you have opted out under Section 3.3) and in CDP’s annual letter requesting organizations to respond on their climate and environmental impact via the Questionnaire.

5.11 Third Party Data.

Use of the Third-Party Data shall be subject to the Third-Party Additional Terms and the following provisions:  

i. The Capital Markets Signatory shall indemnify and hold CDP harmless against any loss or damage which it may suffer or incur as a result of the Capital Markets Signatory's breach of any Third-Party Additional Terms howsoever arising. 

ii. CDP may treat the Capital Markets Signatory’s breach of any Third-Party Additional Terms as a breach of this license. 

iii. The Third-Party Additional Terms shall be appliable to those Capital Markets Signatories who choose data products which include: 

a) ISINs which are subject to CUSIP Global Services and S&P terms; and 

b) The Green House Gas Emissions dataset which is subject to the IEA and S&P terms. 

iv. In the event that the Capital Markets Signatory does not possess a valid third-party license required under the Third-Party Additional Terms, the Capital Markets Signatory must notify CDP immediately. CDP will use its reasonable endeavors to provide Response Data and Scores which do not require such a license. The Capital Markets Signatory acknowledges that this alternative data may differ in scope, format, or content from the originally intended dataset.

5.12 Capital Markets Signatory should obtain its own legal advice regarding use of Service Data in adherence to jurisdictional requirements. Distribution to and usage of Scores by any individual, entity or organization which is an Indian ESG Rating User under Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999, is strictly prohibited for decision-making, investment analysis, compliance, or research purposes related to ESG investment, performance and practices. This includes any public or listed Indian company (i.e. a company (a) which has listed its equity / debt, (b) which will list any equity / debt in the near future; and (c) which is a subsidiary or is directly / indirectly controlled by an entity with listed equity / debt). 

5.13 Capital Markets Signatory shall indemnify CDP against all claims, liabilities, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, legal costs and all other reasonable professional costs and expenses) suffered or incurred by CDP arising out of or in connection with the Capital Markets Signatory’s breach of clause 5.12 (including out of or in connection with any regulatory action related to such breach) or Capital Markets Signatory’s use of the Data outside the terms of this Agreement, except to the extent that any such claims have arisen out of or in connection with any negligence or willful default of CDP or breach by CDP of the warranties in clause 7. 

6.1 CDP is a not-for-profit organization. We charge Capital Markets Signatories a Fee to enable us to maintain our Questionnaire and disclosure and data technology infrastructure. The Fee plus any applicable taxes is payable to CDP (or the Billing Company, as applicable), in consideration of provision of the Services. 

6.2 The Fee is exclusive of value added tax (VAT) if applicable or any equivalent sales tax, which the Capital Markets Signatory shall additionally be liable to pay at the prevailing rate.

6.3 If the Capital Markets Signatory selects to pay the Fee by credit or debit card, the Capital Markets Signatory shall pay the Fee immediately on acceptance of this Agreement.

6.4 If the Capital Markets Signatory requests to pay the Fee by bank transfer, the Capital Markets Signatory shall pay the Fee in full and in cleared funds within 30 days of the date of the invoice.

6.5 CDP will provide access to the Capital Markets Signatory Dashboard once an invoice is raised, pending said invoice being paid in full, but we reserve the right to terminate access to the Capital Markets Signatory Dashboard and/or the CDP Portal, and to terminate all Services if Capital Markets Signatory fails to pay any invoice by the due date stipulated in such invoice. In such case, in addition to terminating access to the Capital Markets Signatory Dashboard and/or the CDP Portal, CDP may revoke the Capital Markets Signatory’s license to use Response Data, Scores, and/or Service Data and terminate provision of Services, with immediate effect.

6.6 Capital Markets Signatory shall pay the Fee in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

6.7 In the event that the Subscription Term is terminated early (for any reason) Capital Markets Signatory acknowledges and agrees that no refund will be applicable to the Fee (or any portion thereof).

7.1 Subject to clause 5.11, CDP confirms that it has all rights in relation to this Agreement that are necessary to grant all the rights it purports to grant under, and in accordance with, this Agreement.

7.2 The Services are provided to the Capital Markets Signatory on an ‘as is‘ basis, and CDP does not make any warranty or representation that:

i. the Service Data is accurate, complete, reliable, secure, or timely; or

ii. the Services will meet the Capital Markets Signatory’s expectations or requirements.

7.3 CDP hereby specifically disclaims all other warranties in respect of the Services, including without limitation and to the maximum extent permitted by applicable law: (i) all implied warranties, including any implied warranty of merchantability or fitness for a particular purpose; (ii) any warranty regarding the functional characteristics or performance of the Services; (iii) any warranty regarding the profitability or other benefits to be obtained by the Services; and (iv) any warranty that the Services (including the Capital Markets Signatory Dashboard), the CDP Website or the CDP Portal will be free from errors, viruses, bugs, interruptions or other access limitations. Neither CDP nor Billing Company have liability to you in any circumstances howsoever arising from any reliance placed upon the Services or our disclosure and data technology infrastructure by you, or any third parties.

7.4 Capital Markets Signatory warrants that it is a legal entity and not a natural person (and is not a sole trader or partnership) and accordingly is a ‘corporate subscriber’ for the purposes of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended).

8.1 No party excludes or limits its liability to any other party for: 

i. fraud or fraudulent misrepresentation; 

ii. death or personal injury caused by negligence; or 

iii. any matter in respect of which it would be unlawful for a party to exclude or limit liability. 

8.2 CDP shall not be liable, to the maximum extent permitted by law, to Capital Markets Signatory (or any other recipient of Service Data permitted on the behalf/at the request of Capital Markets Signatory) for any of the following losses or damage further to provision of the Services (including Service Data) or for any other reason whatsoever pursuant to this Agreement, whether arising in contract, tort (including negligence), strict liability or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise:  

i. loss of revenue;  

ii. loss of actual or anticipated profits (including for loss of profits on contracts);  

iii. loss of anticipated savings;  

iv. loss of business;  

v. loss of opportunity;  

vi. loss of goodwill;  

vii. loss of reputation;  

viii. loss of, damage to or corruption of data or software;  

ix. wasted expenditure;   

x. ex-gratia payments; and 

xi. any indirect or consequential loss or damage.  

8.3 Subject to Section 8.1 and without prejudice to Section 8.2, CDP and the Billing Company’s total aggregate liability to the Capital Markets Signatory in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of or in connection with this Agreement shall be limited to an aggregate amount in respect of all claims equal to  the Fee. 

9.1 This Agreement shall continue until expiry of your Subscription Term unless terminated earlier in accordance with the provisions of this Section 9.

9.2 Without limiting its other rights or remedies, CDP (acting on its own behalf and the Billing Company’s behalf, if applicable) may terminate this Agreement with immediate effect by giving written notice to the Capital Markets Signatory, if the Capital Markets Signatory:

i. commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 5 calendar days of the Capital Markets Signatory being notified in writing to do so;

ii. fails to pay any amount due under the Agreement on the due date for payment and remains in default for 5 or more calendar days after being notified in writing to make such payment;

iii. uses the Services in a manner that would or could reasonably be likely to cause harm to the reputation CDP or CDP Affiliates and their environmental purpose and mission for public benefit; or

iv. suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

9.3 Either party may terminate this Agreement for convenience by giving 30 calendar days’ written notice to the other party.

9.4 Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of termination.

9.5 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10.1 Confidentiality.

For the purpose of this Agreement, “Confidential Information” means Service Data (including for the avoidance of doubt ‘non-public’ Response Data) or other confidential information (however recorded or preserved) disclosed by a party (or on behalf of a party by a third party) to the other party whether before or after the Subscription Commencement in connection with the Services, including but not limited to any information that would be regarded as confidential by a reasonable person relating to: the business, affairs, customers, clients, portfolio holdings, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or its Affiliates (as applicable).

10.2 This Section 10 shall not apply to confidential information which: (i) is or becomes publicly known other than through any act or omission of the receiving party in breach of this Section 10; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.3 Each party shall hold the other's Confidential Information in confidence and shall not disclose the other's Confidential Information to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement except as permitted by Section 10.4 or Section 10.5.

10.4 Each party may disclose the other party’s Confidential Information:

i. with the other party’s prior written consent;

ii. to its employees, officers, representatives or advisers who need to know the Confidential Information to carry out the receiving party’s obligations under the Agreement and who are informed of the confidential nature before disclosure (and that receiving party is responsible for compliance by those persons with the confidentiality provisions of this Agreement); and

iii. to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, as far as it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

10.5 CDP may disclose Capital Markets Signatory’s Confidential Information to any CDP Affiliate.

11.1 Personal data and privacy.

Each party acknowledges and agrees that each party is acting as an independent controller in relation to any personal data processed by the parties under this Agreement.

11.2 Each party shall, with respect to such personal data:

i. comply with all the obligations imposed on a controller under applicable data protection legislation; and

ii. upon request from the other party and as reasonably required, provide assistance to enable the other party to comply with such obligations.

12.1 No party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from an event or circumstance beyond the reasonable control of a party. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this Agreement by giving 5 calendar days’ written notice to the affected party.

12.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.3 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the parties, other than the rights and obligations expressly set out in this Agreement.

12.4 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.5 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Agreement to enforce any term of this Agreement.

12.6 CDP and/or the Billing Company may assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the Capital Markets Signatory. The Capital Markets Signatory shall not assign, transfer, charge, or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of CDP.

12.7 CDP (acting on its own behalf and the Billing Company’s behalf, if applicable) reserves the right to change the terms and conditions of this Agreement or its policies relating to the Services at any time.

12.8 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

12.9 Section 10 shall survive any termination of this Agreement, howsoever arising.

12.10 General administrative communications will be made between the parties via emails to Capital Markets Signatory and/or notifications via the Capital Markets Signatory Dashboard. In addition, CDP may provide relevant notices on the CDP Website or CDP Portal. Any formal notice to be given by a party to another under this Agreement shall be sent via email to: notices@cdp.net with capitalmarkets@cdp.net in cc (in respect of notices to CDP). Any e-mailed notice (where there is no bounce-back indicating non-receipt) shall be deemed received on the day it was delivered or sent, if it was delivered or sent on a working day before 5.00 pm (GMT: London time, United Kingdom) and otherwise on the next working day.

12.11 This Agreement and any dispute or claim arising out of it, or its 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.

12.12 Each party irrevocably agrees the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

If the Capital Markets Signatory is located in a territory that is not listed in the table above, the Billing Company shall be CDP Worldwide. However, if the Capital Markets Signatory 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.

1.1 In this License the following terms have the following meanings:

Data means the dataset provided by CDP containing country-level insights related to the Target 15a Headline Indicator. The Data comprises information submitted by companies in response to CDP’s 2024 Questionnaire, specifically in relation to Modules 2 and 15, and Questions 2.2.2 and 15.1, where such companies have explicitly consented to their data being made publicly available. The Data is sourced exclusively from the CDP database and expressly excludes any accompanying attachments or supplemental materials.

Licensee means the company or organization that is requesting CDP for access and license to the Data References to “you” and “your” in these terms are references to you as the Licensee.

Licensor means CDP Worldwide, registered charity number 1122330, of 4th Floor, 60 Great Tower Street, London EC3R 5AD (also referred to as “CDP”).

CDP Questionnaire means CDP’s annual questionnaire, which a range of organisations respond to in order to better measure and manage their environmental impact.

2.1 The Data is provided by CDP for limited use under these Terms.

2.2 By opening, downloading, or using the Data, you acknowledge that you accept these terms of use and agree to comply with them.

2.3 Please check these terms of use regularly, as we may update them at any time without notice. You agree to any changes if you continue to use this Data after these terms have been updated.

3.1 Subject to the terms and conditions of this License, you are granted a worldwide, free, non-exclusive, terminable license to use the Data for non-commercial purposes only.

3.2 You may use the data for national and global reporting obligations under the Kunming-Montreal Global Biodiversity Framework (KMGBF), research, education, testing, or internal analysis;

3.3 You may not:

a) Use the Data or derivatives for commercial purposes or in paid products or services;

b) Misrepresent the Data’s source or ownership;

c) Use the Data in any unlawful or misleading context; or

d) Sublicense the Data or share it externally except in accordance with clause 3.2 above.

3.4 CDP reserves the right to release the Data under different terms, to stop distributing or making available the Data or to unilaterally terminate this License. All other rights not expressly granted by Licensor are reserved.

4.1 The Data and its structure may be protected by copyright and database rights owned by CDP.

4.2 All rights, including those in the selection, arrangement, and compilation of the Data, remain with CDP.

4.3 These Terms grant a license to use the Data but do not transfer any ownership or database rights.

5.1 When reporting, referencing or quoting the Data, you shall include reference to CDP in text or footnote of any output by using the following attribution: “Data provided by CDP, [Year]”.

5.2 Where the Data is reproduced, modelled and published in a new format, you shall use the following attribution: "Reproduced with permission of CDP."

5.3 To the extent possible, you shall give CDP recognition as the source of the Data by using the ‘Powered by CDP’ badge, as shown hereafter:

6.1 The personal data you provide in the form (First name/Last name/Email address) will be used by CDP to record your acceptance of the Open license, send you the requested data file, and analyse user types to tailor our services.

6.2 We will retain your contact data in line with our data retention policies and will not share it with third parties unless it is necessary to fulfil the purposes described and appropriate safeguards are in place. For more information about how we handle your personal data and your rights, please see our Privacy Notice.

7.1 The Data are provided “as is”, without warranty of any kind. CDP makes no representation as to accuracy, completeness, or fitness for any particular purpose.

7.2 This License excludes all representations, warranties, obligations, and liabilities in relation to the Data to the maximum extent permitted by law.

7.3 CDP is not liable for any errors or omissions arising from your use of the Data or for any loss or damage that may come from your use of the Data.

8.1 CDP may withdraw or amend this license at any time.

8.2 If you breach these Terms, your right to use the Data automatically terminates.

9.1 This License is governed by the laws of England and Wales and the English courts have exclusive jurisdiction to deal with any matters arising out of or in connection with this Licence.