Terms of Disclosure

Affiliate(s): means (i) any entity that controls, is controlled by, or is under common control with the relevant entity; (ii) any entity that operates under the name or brand of the relevant entity under license; and (iii) where the relevant entity is limited by guarantee, any entity which is a member of that entity under the relevant local law.

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 requested: means the organizations who are requested to disclose for the purposes of providing Responses to Capital Markets Signatories.

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, including but not limited to CDP North America and CDP Europe, and their Affiliates.

CDP Europe: means CDP Europe AISBL, a charity registered in Belgium whose registered address is Rue 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 Disclosers log into their user accounts to submit their Response and access relevant information relating to their Response (including the identity of any Requesters).

Control: “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.

Data Protection Legislation: means any legislation relating to data protection to the extent it applies under laws applicable to the Discloser.

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 payable by the Discloser to enable CDP to maintain the CDP Portal, as specified on the CDP Portal.

Fee Paying Discloser: means an organization responding to the Questionnaire who (i) are on the Capital Markets requested; (ii) is a Self-Selected Organization; or (iii) is a Public Authority.

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.

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 CDP Questionnaire 2025 (the version you are asked to complete will vary, largely based on what category of discloser you fall into).

Questionnaire Closure Date: means 19 November 2025 (or any alternative date that is notified to Disclosers during CDP’s disclosure cycle for 2025 via the notification methods outlined in Section 5.4 of these terms).

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 Markets Members; and

(6) the RE100 initiative.

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

Self-Selected Organization: means an organization which chooses to submit a response to the Questionnaire without having been requested to do so by a Requester.

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).

Scoring Deadline: means 17 September 2025 (or any alternative date that is notified to Disclosers during CDP’s disclosure cycle for 2025, via the notification methods outlined in Section 5.4 of these terms).

Supply Chain Member: means an organization, that has entered into a supply chain membership 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.

2.1 These terms apply between the Discloser and CDP or, solely where the applicable Billing Company is not CDP and a Fee is payable, between the Discloser and the applicable Billing Company.

2.2 The Billing Company applicable to you depends on the jurisdiction of the Discloser and can be identified by referring to Section 20.

31. These are the terms that apply when you use the CDP Portal to prepare and submit a Response to the Questionnaire. Please read these terms carefully. CDP will not share any Response externally unless and until such Response is submitted on the CDP Portal.

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 any 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) has been checked by the Discloser for accuracy prior to submission;

(b) does not infringe the rights of any third party (including data privacy, confidentiality, publicity or intellectual property rights);

(c) does not defame any third party, and

(d) does not include any Personal Data.

4.2 You agree that submission of your Response shall be deemed final (subject to Section 10), and we are under no obligation to amend, 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 which you provide in your Response or on the CDP Portal will not be false, misleading and/or inaccurate. If CDP reasonably believes 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, exclude or correct inaccurate information contained in your Response or provided by you on the CDP Portal in order to maximise data quality. CDP reserves the right to cleanse and correct information in your Response, which CDP reasonably believes to be inaccurate, at any time using best endeavors to notify you in writing of such actions where corrections are material.

5.1 Eligibility for scoring. To be eligible for scoring, you must submit your Response to us via the CDP Portal by the Scoring Deadline. CDP may publish your Score in accordance with Sections 11 to13 of these terms. Please review those Sections carefully for further information relating to scoring your Response and the criteria for publication of your Score.

5.2 If submission of your Response misses the Scoring Deadline. Without prejudice to Section 10 below (in relation to amending your Response), if you do not submit your Response via the CDP Portal by the Scoring Deadline, we reserve the right:

not to score your Response; and/or

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

5.3 We may elect at our sole discretion to score and use your Response in accordance with these terms if you submit it after the Scoring Deadline and before the Questionnaire Closure Date but are under no obligation to do so.

5.4 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 to 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.

5.5 CDP’s online systems. You agree that CDP shall not be liable and accepts no responsibility for any delay in submission of Response, failure to submit Responses by the Scoring Deadline, errors, omissions, corruption or loss of data or software, caused directly or indirectly by the Discloser’s use of the CDP Platform, or by the Disclosure API used to facilitate submission of your Response, or your connectivity issues.

5.6 Disclosure API. If you choose to submit your Response via the Disclosure API, you agree to the Disclosure API terms of use.

6.1 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’. If your Response is non-public, you will not be eligible for an “A” Score when we score you.

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

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

(ii) making your Response available to Permitted Recipients;

(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 Sharing responses with the Pacific Institute (for Disclosers answering the water security questions in the Questionnaire only). When you submit your Response on the Portal, 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.

8.1 If your Response is submitted using the ‘non-public’ option, your Response may be used by CDP as follows:

(i) to share your Response with a Requester or their Affiliates as set out in Section 8.2-8.6 below;

(ii) to share your Response with third parties as set out in Section 8.7 below;

(iii) for any use set out in Section 7.1 above, provided always that the information in your Response has first been anonymized (or aggregated in such manner that it has the effect of being anonymized) save that such anonymization will not cover any identifying data which you have voluntarily included in any free text field in your Response without being requested to do so; or

(iv) to share your Response with other third parties with whom CDP has a contractual agreement, provided that such third party may only use the Response (a) for internal purposes; (b) to create analysis, reports or other derived output which is anonymized; or (c) to share with Requesters who are otherwise entitled to receive your Response under these terms.

8.2 If your Response is submitted as ‘non-public’, you agree that CDP may share your non-public Response with Requesters and their Affiliates as set out in 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 you are Capital Markets requested:

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

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

Part C - The RE100 initiative.

8.6 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.

8.7 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; or

(b) in order to provide services to CDP (including but not limited to producing analytics);

(ii) any third parties who you have selected to support you in the completion of your Response;

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

(iv) CDP Affiliates, provided that the CDP Affiliates may only use your Response to the same extent as CDP under these terms.

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 subject to the restrictions set out in Section 8.7 above.

10.1 It is in CDP’s discretion whether to permit you to amend your Response after submission. If CDP does permit you to amend your Response, these terms and conditions will apply to CDP’s use of both your original Response and amended Response.

10.2 CDP will use its reasonable endeavours to score the latest Response which has been submitted prior to the Scoring Deadline. Therefore, if you make amendments to your Response on the CDP Portal but do not submit those amendments prior to the Scoring Deadline, CDP will not take those amendments into account when scoring and any score will be based on your Response as previously submitted.

10.3 It may be possible to amend your Response after the Scoring Deadline but prior to the Questionnaire Closure Date but in this case those amendments will not be scored.

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 Disclosers who complete the Public Authorities version of the Questionnaire are not eligible to receive a score. Public Authorities interested in receiving a score may contact publicauthorities@cdp.net about completing the scored version of the Questionnaire.

12.1 Scoring your Response to the Questionnaire. Save in the case where Section 11 (Scoring Special Provisions) applies, or CDP determines that Section 4.3 applies to your Response, if you submit your Response:

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

(ii) after the Scoring Deadline but on or before 1 October 2025: you can request an ‘on-demand’ Score for a fee. Only a limited number of on-demand Scores are available in 2025, 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, usage and utility of your Response. However, the following languages may also be used to submit your Response: Chinese, Japanese, Portuguese or Spanish. If you submit your Response in any other language, your Response will not be scored.

13.1 Subject to Section 13.2, CDP will publish your Score and use your Score in the same way as a “public” Response under Section 7 if:

(i) your Score is an ‘A’ Score;

(ii) you are a Self-Selected Organization; or

(iii) you are on the Capital Markets requested, unless this is the first time you have submitted a Response to the theme in the Questionnaire to which the Score relates and you request a ‘private’ Score when invited to do so by CDP.

13.2 If you are Capital Markets requested or you are a Self-Selected Organization, and this is the first time you have submitted a Response to the theme in the Questionnaire to which the Score relates, then you may request a ‘private’ Score within six weeks of the Scoring Deadline. However, if you receive an 'A' Score, then CDP will treat your Score as 'public' as set out in Section 13.1.

13.3 Where Section 13.1 does not apply, or if you have requested a ‘private’ Score under Section 13.2 (if applicable) then, irrespective of whether your Response is submitted as ‘non-public’ or ‘public’, CDP will not publish your Score and may only make your Score available to:

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

(ii) other recipients as described in Section 8.7 in respect of non-public Responses.

13.4 If you are classified by CDP as a Financial Services Discloser, your Score(s) for the water and forests sections of the Questionnaire may only be shared with the recipients listed in Section 8.7 for the purposes described in that section.

13.5 If you are based in India, you must not use your Score for decision making, investment analysis, compliance or research purposes related to ESG investment, performance and practices ("Restricted Use"). Additionally, you may not disclose or share your Score in any way with any Indian resident individual or entity which permits any Restricted Use.

Your agreement to these terms 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.

15.1 Why we charge a Fee. We are a not-for-profit organization and charge an annual administrative fee to Fee Paying Disclosers to enable us to maintain the CDP Portal. Unless the Discloser is exempt from paying the Fee, as set out in Section 15.2, the Fee (plus any applicable taxes) is payable to the Billing Company.

15.2 Fee exceptions. the Fee does not apply to Disclosers listed, incorporated or headquartered in Ukraine or to those Disclosers who are ineligible for a Score under Section 11.1.

15.3 Payment of the Fee. Subject to Section 15.2, if you are a Fee Paying Discloser, you must pay the Fee to the Billing Company by credit or debit card, or request an invoice via the CDP Portal, which must be paid within such time as set out in the invoice. Please note that if you are a Fee Paying Discloser, your Response will not be accepted unless you have paid the Fee, you have requested an invoice, or you are exempt from paying the Fee.

15.4 Fee levels. There are options of different Fee levels available which provide different benefits. The current applicable Fees and benefits provided are set out on the CDP website. In the event that the benefits applicable to you include any data products, you accept that these data products are for internal non-commercial use only and may be subject to further limitations or license conditions which may be published on the CDP website or made available to you in another way

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

16.2 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).

17.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Notwithstanding any other provision in these terms, CDP does not exclude or limit in any way its 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.

17.2We are not liable for financial losses. Neither CDP nor the Billing Company have any 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.

17.3 We are not liable for consequential losses. Neither CDP nor the Billing Company have any liability to you in any circumstances whatsoever for any indirect or consequential loss or damage of any nature whatsoever.

17.4 Exclusion of liability. Subject to Sections 17.1, 17.2 and 17.3, CDP and the Billing Company’s liability to you in any circumstances howsoever arising from your draft Response, the content or submission of your Response (including any failure to meet the Scoring Deadline, errors, data loss or omissions), your use of any third-party service or the Disclosure API, our use of your Response or your Score, and/or the use of or any reliance placed upon your Response or your Score by you or by any third parties (including any Requesters) shall not exceed 10% of any Fee paid by you under these terms.

18.1 Each party acknowledges that CDP may process Personal Data provided to it by or on behalf of the Discloser, including Personal Data of users of the CDP Portal and other contacts. CDP will only process such Personal Data for the purposes described in these terms and in accordance with its privacy notice, for example, to send communications to the Discloser encouraging completion of the Questionnaire, to invite and assist the Discloser in completing the reporting process, and to enable direct engagement between organizations requesting disclosure and the respective Disclosers to encourage progress or completion of the Questionnaire.

18.2 The Discloser shall fulfil its information provision obligations by informing Data Subjects of the sharing of their Personal Data, and shall ensure that CDP is able to process all Personal Data provided to it by or on behalf of the Discloser for the purposes set out above, in compliance with applicable Data Protection LegislationYou 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.

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

19.2 Nobody else has any rights under these terms. These terms are between you and us (and the Billing Company, where the Billing Company is not CDP). The Billing Company may enforce these terms for its own benefit but otherwise no other person shall have any rights to enforce any of its terms.

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

19.4 Variation. CDP reserves the right to change these terms at any time. The consent of the Billing Company is not needed, and any such changes shall be effective immediately or such other time as CDP elects. If you do not agree to the updated terms, you may request to withdraw your Response within 30 days of us notifying you of the update.

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

19.6 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.

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

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.

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.

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

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. 

4.1. 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. 

5.1. 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. 

6.1. 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.

7.1. 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). 

8.1. 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. 

9.1. 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”). 

10.1. 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.