CDP Climate Change 2021 Questionnaire

Terms for responding to Investors (2021 Climate Change)

These terms apply if you are submitting a response to the CDP Climate Change Questionnaire 2021 to Investors. If you are also submitting a response to Supply Chain Members the Terms for responding to Supply Chain Members (2021 Climate Change), below, will also apply.

1.DEFINITIONS

Billing Company: means the organization determined in accordance with the table at the end of these terms.

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

Deadline: means 28 July 2021.

Fee: means the fee set out in the table at the end of these terms, which is exclusive of any applicable taxes.

Full Version: means the version of the Questionnaire which contains all questions that are applicable to you.

Minimum Version: means the version of the Questionnaire which contains a subset of the questions included in the Full Version.

Personal Data: means data which relates to an individual who can be identified from the data, such as a person’s name and job title.

Questionnaire: means the Full Version and the Minimum Version of the CDP Climate Change Questionnaire 2021.

Responding Company: means the company responding to the Questionnaire. References to “you” and “your” in these terms are references to the Responding Company.

2.PARTIES

The parties to these terms shall be CDP, the Billing Company (where the Billing Company is not CDP) and the Responding Company.

3.THESE TERMS

These are the terms that apply when you submit a response to our Questionnaire to Investors. If you do not agree to these terms, please contact us at [email protected] to discuss them with us.

4.RESPONDING TO OUR QUESTIONNAIRE

General. 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.

Deadline for responding. You must submit your response to us using our online response system by the Deadline for your response to be eligible for scoring. If you submit your response after the Deadline but on or before 30 September 2021 (the date our online response system will close in 2021) it will not be scored and may not be included in any report, data product or other analysis.

Public responses. If you agree that your response can be made public, we may use and make it available as soon as it is received by CDP for all purposes that we decide (whether for a fee or otherwise), including, for example, making your response available on our website, to our investor signatories and other third parties and scoring your response.

Non-public responses. If your response is non-public, we may use it only as follows:

(a) make it available as soon as it is received by CDP to our investor signatories from time to time (as listed on our website) either directly or through Bloomberg terminals, for any use within their organizations but not for publication unless any data from your response has been anonymized or aggregated in such manner that it has the effect of being anonymized;

(b) make it available as soon as it is received by CDP to our group companies, companies we license to operate using the CDP name and brand (for example, CDP North America, Inc and CDP Europe AISBL), our country partners, research partners, report writers and scoring partners (each from time to time):

(i) to score your response; and

(ii) for any other use within their organizations but not for publication unless any data from your response has been anonymized or aggregated in such manner that it has the effect of being anonymized;

(c) as soon as your response is received by CDP, list your company on our website or otherwise make it known that your company has responded to our Questionnaire.

Amending your response. You may reopen a response you have submitted before the Deadline (28 July 2021). To do so you must notify us that you wish to reopen your response by 14 July 2021 and you must resubmit it by the Deadline for it to be eligible for scoring. If you choose not to submit your reopened response before the ORS closes for submissions (on 30 September 2021), your original submission will be stored within the disclosure system but no further processing will be undertaken, meaning that we will not use it and it will no longer be made available to our investor signatories or other third parties.

From 15 July 2021, amendments to submitted responses can only be made by our staff and at our discretion and we may charge a fee for making them. Most such amendments to your response will be made from 4 October 2021 at the earliest. Please note that the final date for requesting an amendment is 30 November 2021 and any changes you request to your submitted response from 15 July 2021 may not be reflected in any score, report, data product or other analysis or use of your response. Please email [email protected] for more information about amending your response.

Scoring of responses to the Full Version (of the Questionnaire). If you submit your response to the Full Version in English using our online response system:

(a) by the Deadline, your response will be scored;

Please contact your local CDP office for information about scoring if you intend to submit your response in a language other than English.

Scoring of responses to the Minimum Version (of the Questionnaire). Responses to the Minimum Version will only be scored in certain circumstances. Please contact your local CDP office for further information.

Publication and use of scores. If you are responding to a CDP Climate Change Questionnaire for the first time you may choose for your score to be “private” but in all other cases CDP may publish your score, and use and make it available for all purposes that we decide (whether for a fee or otherwise), regardless of whether your response is public or non-public. If you choose for your score to be “private”, unless you achieve an A grade in which case we may make your score public, we may only make it available to our group companies, companies we license to operate using the CDP name and brand, our country partners, research partners, report writers and scoring partners (each from time to time), in each case for any use within their organizations but not for publication. Note that if you also submit your response to Supply Chain Members it will also be available to any Supply Chain Member that has asked you to respond to the Questionnaire. For further details please see the Terms for responding to Supply Chain Members (2021 Climate Change).

5.FEE

Fee. We are a not-for-profit organization and charge certain companies an annual administrative fee to enable us to maintain the disclosure system. Unless you are exempt from paying the Fee, as set out below, if you are listed, incorporated or headquartered in a country/region that is listed in the next paragraph, you are required to pay the Fee plus any applicable taxes. The Fee is payable once regardless of how many responses (climate change, forests and water security) you submit in 2021. Please note that we may charge an additional fee if you want to amend your response after the Deadline or if you submit your response after the Deadline and you would like it to be scored.

Countries/regions where the Fee applies. A Responding Company will be required to pay the Fee if it is listed, incorporated or headquartered in any one of the following countries/regions:

Algeria, Antigua and Barbuda, Argentina, Aruba, Australia, Austria, Bahamas, Bahrain, Barbados, Belarus, Belgium, Belize, Bermuda, Bolivia, Brazil, British Virgin Islands, Canada, Cayman Islands, Channel Islands, Chile, Colombia, Costa Rica, Cote d’Ivoire, Cuba, Democratic Republic of Congo, Denmark, Dominica, Dominican Republic, Ecuador, Egypt, El Salvador, Finland, France, Gabon, Georgia, Germany, Grenada, Guatemala, Guernsey, Guyana, Haiti, Honduras, Hong Kong, Iceland, India, Indonesia, Iran (Islamic Republic of), Ireland, Israel, Italy, Japan, Jamaica, Kazakhstan, Kenya, Kuwait, Luxembourg, Malaysia, Mexico, Mongolia, Netherlands, New Zealand, Nicaragua, Nigeria, Norway, Oman, Pakistan, Panama, Paraguay, Peru, Philippines, Portugal, Qatar, Russian Federation, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Suriname, Sweden, Switzerland, Taiwan, Thailand, Trinidad and Tobago, Turkey, Tuvalu, United Arab Emirates, the UK, the USA, Uruguay, Venezuela, Vietnam or Yemen.

Exemptions from the Fee. A Responding Company is exempt from paying the Fee if:

(a) it falls within one of CDP’s investor samples and it has not submitted a response to CDP in the last three years; or

(b) it is responding only to CDP’s supply chain request.

Please note we will decide in our absolute discretion as to whether the Fee is payable or not and we will notify you before you submit your response. A full list of companies in our investor samples is available on our website.

Payment of the Fee. You must pay the Fee by credit or debit card or request an invoice via CDP’s online corporate 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.

6.RIGHTS IN THE RESPONSES

Ownership. All intellectual property rights in your response will be owned by you or your licensors.

License. You grant to us, or shall procure for us, a perpetual, irrevocable, non-exclusive, assignable, sub-licensable, royalty-free and global license to use your response and any copyright and data base rights in your response for the uses set out in these terms.

7.IMPORTANT REPRESENTATIONS

You confirm that:

(a) the person submitting the response to us is authorized by you to submit the response;

(b) you have obtained all necessary consents and permissions to submit the response to us; and

(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.

8.LIABILITY

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; for fraud or fraudulent misrepresentation.

We are not liable for business losses. Subject to these terms, CDP and the Billing Company have no liability to you in any circumstances 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 or any indirect or consequential loss or damage.

Exclusion of liability. Subject to these terms, CDP and the Billing Company have no liability to you in any circumstances arising from the content or submission of your response to us, our use of your response or your score and/or the use of your response or your score by any third parties.

Limitation of liability. Subject to these terms, CDP and the Billing Company’s total liability to you in all circumstances shall be limited to an amount equivalent to the Fee or to £785 if you are not required to pay the Fee.

9.GENERAL

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

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.

Entire agreement. These terms constitute the entire agreement between you and us unless you also choose to share your response with supply chain members, in which case you will also be subject to our Terms for responding to Supply Chain Members (2021 Climate Change).

Variation. CDP (acting on its own behalf and the Billing Company’s behalf, if applicable) reserves the right to change these terms at any time. Such changes shall be effective immediately or 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.

If a court finds part of these terms illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Governing law and jurisdiction. These terms are governed by English law and you and us both agree to the exclusive jurisdiction of the English courts to resolve any dispute or claim arising out of or in connection with these terms or their subject matter or formation.

Language. If these terms are translated into any language other than English, the English language version will prevail.

10.AMOUNT OF FEE

11.BILLING COMPANY

If the Responding Company is located in a territory that is not listed in the table above, the Billing Company shall be CDP Worldwide.