Terms for responding to the CDP Water Security Questionnaire 2023
These terms apply if you are submitting a response to the CDP Water Security Questionnaire 2023. If you are also submitting a response to the CDP Climate Change Questionnaire 2023 or the CDP Forests Questionnaire 2023 the corresponding terms for responding to each questionnaire will also apply.
1. DEFINITIONS
Affiliate(s): means any entity that controls, is controlled by, or is under common control with a party. For the purposes of this definition, “control” of an entity means the ownership, directly or indirectly, of more than fifty percent of the outstanding voting securities or capital stock of such entity, or the legal power to direct or cause the direction of the general management and policies of such entity.
Amended Response: has the meaning given in Section 10.3.
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.
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 Affiliate(s): means any Affiliate of CDP, and any organizations within CDP’s operational group to whom we license the CDP name and brand (which shall include CDP North America, and CDP Europe, and their Affiliates).
CDP Europe: means CDP Europe AISBL, a charity registered in Belgium whose registered address is Due Ducale 67, 1000 Brussels, Belgium.
CDP North America: means CDP North America, Inc., the Delaware incorporated non-profit 501(c)3 organization whose registered office is at 127 W 26th Street, Third Floor, New York, NY, 10001, United States.
CDP Response Dashboard: the area of our website where each Responding Company signs into its corporate user account, in order to view which Requesting Authorities have requested it to submit a Response, and other information to track submission of its Response.
Deadline: means 26 July 2023 (or any alternative date that is notified to Responding Companies during CDP’s disclosure cycle for 2023, via the notification methods outlined in Section 6.4 of these terms).
Disclosure API: means the application programming interface connected to the Online Response System that the Responding Company may use through any CDP accredited solutions provider to facilitate submission of its Response.
Fee: means the annual administrative fee to enable CDP to maintain its Online Response System.
Final Closure Date: 27 September 2023 (or any alternative date that is notified to Responding Companies during CDP’s disclosure cycle for 2023, via the notification methods outlined in Section 6.4 of these terms).
Full Version: means the complete version of the Questionnaire which contains all questions that are applicable to you as a Responding Company.
Investor Signatory: means an organization that has entered into an investor signatory agreement with us, that is requesting disclosure from companies.
Minimum Version: means the version of the Questionnaire which contains a subset of the questions included in the Full Version.
Online Response System: means the CDP operated online disclosure system, where Responding Companies are required to complete and submit their Response.
Personal Data: means data which relates to an individual who can be identified from the data (such as a person’s name, email address, and job title).
Questionnaire: means the CDP Water Security Questionnaire 2023.
Reopened Response: has the meaning given in Section 10.1.
Requesting Authority: means the organization(s) requesting you to complete the Questionnaire as listed on your CDP Response Dashboard, categorised in accordance with the following types (which may be modified and subject to change from time to time):
(1) Investor Signatories;
(2) Supply Chain Members; and
(3) Bank Program Members;
Responding Company: means the company responding to the Questionnaire. References to “you” and “your” in these terms are references to you as the Responding Company.
Response: means your submitted response to the Questionnaire made via our Online Response System.
Supply Chain Member: means an organization, that has entered into a supply chain member agreement with CDP, that is requesting disclosure from companies that are in its supply chain.
2. PARTIES
2.1. The parties to these terms are:
(1) CDP;
(2) Responding Company
(and solely where the Billing Company is not CDP, and the Fee is payable);
(3) Billing Company.
2.2. The Billing Company can be identified by referring to Section 20.
3. YOUR AGREEMENT TO THESE TERMS
3.1. These are the terms that apply when you submit a Response to the Questionnaire. Please read these terms carefully. Submission of your Response signifies your agreement to these terms. Further, you will not be able to submit a Response unless you agree to these terms.
3.2. If you do not agree to these terms, please contact us at our Help Center: https://help.cdp.net/
4. IMPORTANT REPRESENTATIONS
4.1. You confirm that:
(a) the person submitting the Response to us is authorised by the Responding Company to submit the Response;
(b) the Responding Company has obtained all necessary consents and permissions to submit a Response to us;
(c) the Responding Company is a legal entity and not a sole trader, partnership or natural person or persons; and
(d) 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.
5. ‘PUBLIC’ AND ‘NON-PUBLIC’ RESPONSES GENERALLY
5.1. Submitting your Response ‘publicly’ or ‘non-publicly’. When responding to our Questionnaire, you will be given a choice as to whether your Response can be made ‘public’ or whether your Response is ‘non-public’. We strongly encourage you to make your Response ‘public’.
6. SCORING ELIGIBILITY, DEADLINES, RELEVANT DATES, OUR SYSTEMS AND GENERAL INFORMATION
6.1. Eligibility for scoring. To be eligible for scoring you must submit your Response to us via our Online Response System by the Deadline. CDP may publish your score in accordance with Sections 11 to 13 of these terms. Please review those Sections carefully for further information relating to scoring your Response, and further criteria for publication of your score.
6.2. If submission of your Response misses the Deadline. Notwithstanding Section 10 below (in relation to amending your Response), we reserve the right:
(i) not to score your Response; and
(ii) not to include data contained in your Response in any report, data product or other analysis.
6.3. We may elect at our sole discretion to score your Response if you submit it after the Deadline, and before the Final Closure Date, but are under no obligation to do so.
6.4. CDP reserves the right to make changes to relevant dates. To the extent that any calendar date, or period of days is referred to in these terms and relates to the timetable for submission of your Response, or CDP’s timetable for scoring and/or publication of your score, such calendar date, or period of days, may be subject to change and modified by CDP at its sole discretion at any time, and notified to you via methods including: emails to the Responding Company and/or notifications within the CDP Response Dashboard. In addition, CDP may provide notice of any such relevant date change(s) on the CDP website.
6.5. CDP’s online systems. Our Online Response System and the CDP Response Dashboard are not the same. The CDP Response Dashboard allows you to track information related to submission of your Response and the identity of your Requesting Authorities, whereas our Online Response System is the online solution where you draft and submit your Response. 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 Responding Company’s use of the Disclosure API to facilitate submission of its Response.
6.6. Requesting Authority list(s) on our website. From time to time, we may make a list of Requesting Authorities available on our website, but we are under no obligation to do so on an ongoing, or exhaustive basis.
7. PUBLIC RESPONSES AND CDP’S USAGE
7.1. You agree that CDP may use your ‘public’ Response for all purposes that we decide. If you submit your Response using the ‘public’ option, our uses of your Response may include (but not be limited to):
(i) making your Response publicly available on our website;
(ii) making your Response available to your Requesting Authorities (and their Affiliates);
(iii) making your Response available to other third parties; and
(iv) scoring your Response.
7.2. Where you are headquartered in the EU, and your Response is ‘public’, we may share your reported climate and environmental actions on the European Climate Pact website. The European Climate Pact is a European Commission initiative bringing citizens and organizations together to achieve a climate-neutral Europe, and more information can be found here: https://europa.eu/climate-pact/about/about-pact_en
8. NON-PUBLIC RESPONSES AND CDP’S USAGE
CDP general restrictions.
8.1. If your Response is submitted using the ‘non-public’ option, CDP shall not publish the Response without the information in your Response first being anonymized (or aggregated in such manner that it has the effect of being anonymized).
How CDP may share your non-public Response.
8.2. Where your Response is ‘non-public’, dependant on the type(s) of Requesting Authorities that have requested your Response, you agree that CDP may share your ‘non-public Response in accordance with Parts A to C below (where relevant, and as applicable).
Part A – Supply Chain Members, and Bank Program Members.
8.3. You agree that where one of your Requesting Authorities is a Supply Chain Member, or a Bank Program Member, as soon as your non-public Response is received:
(i) CDP may make your Response available to each Supply Chain Member (that is a Requesting Authority specifically for you, and their Affiliates); and
(ii) CDP may make your Response available to each Bank Program Member (that is a Requesting Authority specifically for you, and their Affiliates).
8.4. Your Response may therefore be provided to multiple Supply Chain Members, or multiple Bank Program Members. This will depend on the number of Requesting Authorities that have requested a Response specifically from you, as a Responding Company. This information can be viewed and tracked in your corporate user account within the CDP Response Dashboard.
Part B – Investor Signatories.
8.5. You agree that where one of your Requesting Authorities is an Investor Signatory, as soon as your ‘non-public’ Response is received:
(i) CDP may make your Response available to Investor Signatories (and their Affiliates);
(ii) your Response may be made available via Bloomberg terminals to Investor Signatories (and their Affiliates);
(iii) your Response may be made available via other secure third party platforms to Investor Signatories (and their Affiliates); and
(iii) CDP may list the Responding Company on the CDP website or otherwise make it known that the Responding Company has responded to our Questionnaire.
Part C - CDP Affiliates and other recipients.
8.6. You agree that as soon as your ‘non-public’ Response is received, CDP may make your Response available to:
(a) CDP Affiliates;
(b) country partners;
(c) research partners;
(d) report writers; and
(e) scoring partners,
for:
(i) scoring your Response; and
(ii) any other use within their organizations.
9. SUPPLY CHAIN MODULE (2023 WATER SECURITY)
9.1. This Section 9 solely applies to the extent that your Response includes answers to the Supply Chain Module (2023 Water Security).
9.2. Please note that all parts of your Response to Supply Chain Module (2023 Water Security) will be treated as ‘non-public’ irrespective of whether you selected the ‘public’ or ‘non-public’ option for your Response. For the avoidance of doubt, you have the option to respond to the Supply Chain Module (2023 Water Security) as part of either a ‘public’ or a ‘non-public’ Response, but the Supply Chain Module (2023 Water Security) answers within your Response will be ‘non-public’ by default.
9.3. Notwithstanding Section 9.2 above, you acknowledge and agree that:
(a) some questions in the Supply Chain Module (2023 Water Security): 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
(b) all information you submit in the Supply Chain Module (2023 Water Security) will be accessible to:
(i) CDP Affiliates;
(ii) country partners;
(iii) research partners;
(iv) report writers; and
(v) scoring partners,
(all of which are obliged to keep such information confidential).
9.4. Sharing responses with the Pacific Institute. In the submission pages for your Response, you will be asked to grant or decline consent for CDP to share with the Pacific Institute the e-mail address of the person within your organization registered with us as the 'main user'. 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.
10. ‘REOPENING’ AND ‘AMENDING’ YOUR RESPONSE
10.1. You may ‘reopen’ a Response that you have submitted for correction by you (a “Reopened Response”), provided that you do so before the Deadline. When you reopen a Response any submission that is in progress, or that has already been submitted, will automatically become void. If you reopen a Response, you must ensure that a Reopened Response is submitted before the Deadline to be eligible for scoring. To reopen a Response you must notify us that you wish to do so by 13 July 2023, and you must submit a Reopened Response by the Deadline to be eligible for scoring.
10.2. If you choose not to submit a Reopened Response before the Final Closure Date, your original Response will be stored within our Online Response System, but no further processing will be undertaken, CDP will not use it in any manner prescribed for valid on-time Responses pursuant to these terms, and your Response will no longer be made available to your Requesting Authorities (or any other third parties).
10.3. Our process for ‘amending’ your Response differs from our process for reopening your Response. Amending your Response may be actioned by CDP staff on your behalf, with the decision to do so being at CDP’s absolute discretion, and furthermore, we may charge a fee for making amendments to your Response (an “Amended Response”).
10.4. We are under no obligation to accept your request for, or to provide you with an option to submit an Amended Response, but in the event that we choose to do so:
(i) amendments to your Response will be made no earlier than 5 October 2023;
(ii) the final date for requesting that CDP make amendments to your Response is 30 November 2023; and
(iii) any amendments requested to be made to a submitted Response from 14 July 2023 may not be reflected in any score, report, data product or other analysis.
10.5. We cannot commit to consideration of amending your Response if the Scoring Special Provisions described in Section 11 apply to you. In the event that the Scoring Special Provisions apply to you, and you wish for us to amend your Response, please contact our Help Center: https://help.cdp.net/ for more information about amending your Response.
11. SCORING SPECIAL PROVISIONS
11.1. Where you are headquartered or operate in Ukraine and do not submit a Response, we will not attribute any score to your Response and will recognise a pause in reporting where appropriate. Where you are headquartered in Belarus or the Russian Federation, your Response will not be eligible for scoring.
12. SCORING THE MINIMUM AND THE FULL VERSION
12.1. Scoring your Response to the Minimum Version. Responses to the Minimum Version will only be scored in certain circumstances. Please contact your local CDP office for further information.
12.2. Scoring your Response to the Full Version. Save in the case where Scoring Special Provisions apply, if you submit your Response to the Full Version in English (or the applicable language for your location set out below):
(i) by the Deadline: CDP will score your Response;
(ii) after the Deadline but on or before 9 August 2023: you can request an ‘on-demand’ score for a fee. Only a limited number of on-demand scores are available in 2023, so your request may not be granted. Please contact your local CDP office for more information about on-demand scoring.
12.3. Scoring non-English language Responses. CDP recommends that wherever possible you respond in English. This is to facilitate the broadest applicability, usages and utility of your Response. Please contact your local CDP office for information about scoring if you intend to submit your Response in any language other than English. The following languages may be used to submit your Response to the Full Version of the Questionnaire: Chinese (if you are located in China); Japanese (if you are located in Japan); Portuguese (if you are located in Brazil); or Spanish (if you are located in any country in Latin America except for Brazil).
13. PUBLICATION AND USE OF SCORES
13.1. If you are not responding to a CDP water security questionnaire for the first time, CDP may publish your score, and use and make it available for all purposes that we decide (whether for a fee or otherwise).
13.2. If your Response is the first CDP water security questionnaire you are submitting, you may choose for your score to be ‘private,’ in which case CDP will not publish your score. If you do not actively elect for your score to be ‘private’, CDP shall be entitled to publish your score.
13.3. If you request the ‘private’ option in relation to your score (irrespective of whether your Response is submitted as ‘non-public’ or ‘public’), and you do not achieve an A grade, we may only make it available to:
(i) any Supply Chain Member or Bank Program Member that is a Requesting Authority for your Response;
(ii) CDP Affiliates;
(iii) country partners;
(iv) research partners;
(v) report writers and scoring partners,
in each case for any use within their organizations. We will not make it available to Investor Signatories.
13.4. If your Response is answered using the ‘private’ score option, and you achieve an A grade, we may only make it available to Investor Signatories, and the organizations listed above in Section 13.3.
14. FUTURE QUESTIONNAIRES
14.1. Your submission of a Response for the current year also constitutes the grant of consent for CDP to invite you (and to remind you) to respond in future years but you acknowledge that any future responses will be made upon the then current version of these terms which you will need to accept at that time in order to submit a response.
15. FEE
15.1. Why we charge a Fee. We are a not-for-profit organization and charge certain companies an annual administrative fee to enable us to maintain our Online Response System. Unless the Responding Company is exempt from paying the Fee, as set out below, or the Responding Company is listed, incorporated or headquartered in a country/region that is listed in Section 15.2, the Fee is payable (plus any applicable taxes) to CDP (or the Billing Company, as applicable). The Fee is payable once regardless of how many responses to questionnaires relating to climate change, forests and/or public authorities) the Responding Company submits in 2023 in addition to the Questionnaire.
15.2. Countries/regions where the Fee applies. A Responding Company will be required to pay the Fee to the Billing Company unless it is listed, incorporated or headquartered in one of the following countries: Albania, Belarus, Bulgaria, Croatia, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Romania, Russia, the Slovak Republic, Slovenia and Ukraine.
15.3. Exemptions from the Fee. A Responding Company may be eligible for exemption from paying the Fee if:
(a) the Responding Company is listed, incorporated, or headquartered outside of Europe and North America and the Responding Company has not submitted a Response to CDP in the last three years; or
(b) the Responding Company does not have any Investor Signatories as a Requesting Authority.
15.4. Payment of the Fee. You must pay the Fee to CDP or the Billing Company (as applicable) by credit or debit card or request an invoice via the CDP Response Dashboard, which must be paid within such time as set out in the invoice. Please note that you will not be able to submit your Response unless you have paid the Fee, you have requested an invoice, or you are exempt from paying the Fee.
15.5. CDP’s discretion regarding Fees. Please note that CDP reserves the right to decide (at its sole discretion) whether the Fee is payable or not, and we will notify you before you submit your Response whether you are exempt (via communications made through the CDP Response Dashboard and/or email).
16. RIGHTS IN THE RESPONSES
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.
17. LIABILITY
17.1. 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.
17.2. We 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. Neither CDP nor the Billing Company have liability to you in any circumstances howsoever arising from 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 or your score by you or by any third parties (including any Requesting Authorities).
18. DATA PROTECTION
18.1. Each party acknowledges that CDP may process Personal Data provided to it by or on behalf of the Responding Company, including Personal Data of corporate users of the CDP Response Dashboard, and other contacts. CDP will only process such Personal Data for purposes related to its business relationship with the Responding Company (for example, sending communications to the Responding Company encouraging completion of the Questionnaire. CDP may also share Personal Data with Supply Chain Members and Bank Program Members to enable them to send communications to Responding Companies encouraging completion of the Questionnaire.
18.2. 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 available at https://www.cdp.net/en/info/privacy-policy and shall otherwise ensure that CDP is able to process all Personal Data provided to it by or on behalf of the Responding Company 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”).
19. GENERAL
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 CDP Water Security Questionnaire 2023.
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. If a court finds part of these terms illegal, the remainder will continue in full force and effect. 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.
19.6. Governing law and jurisdiction. These terms are governed by English law and both the Responding Company 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.
20. BILLING COMPANY
Billing Company | Location of Responding Company |
---|---|
CDP Worldwide | All countries/regions not listed elsewhere in this table |
CDP Worldwide (Europe) gGmbH | Austria, Belgium, Denmark, Finland, France, Germany, Iceland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland |
CDP North America, Inc | Canada, USA |
Carbon Disclosure Project (Latin America) | Antigua and Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica, Cuba, Dominica, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Mexico, Nicaragua, Panama, Paraguay, Peru, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Suriname, Trinidad and Tobago, Uruguay, Venezuela |
Beijing Carbon Disclosure Project Environment Consulting Co., Ltd. (北京诚度普 环境咨询有限公司) | China |
CDP Operations India Private Limited | India |
一般社団法人 CDP Worldwide-Japan |
Japan |