Terms for responding to the CDP Climate Change Questionnaire 2022
These terms apply if you are submitting a response to the CDP Climate Change Questionnaire 2022. If you are also submitting a response to the CDP Forests Questionnaire 2022 or the CDP Water Security Questionnaire 2022 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.
Bank Program Member: means a bank that has entered into a Bank Program member agreement with us and is requesting data from its clients.
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 company number 05013650). References to “we”, “our” and “us” in these terms are references to CDP.
Deadline: means 27 July 2022.
Fee: means the fee set out in the table at the end of these terms, which is exclusive of any applicable taxes.
Investor Signatory: means an organization that has entered into an investor signatory agreement with us and is listed on our website from time to time.
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.
Net Zero Asset Managers initiative: means the network partners of the Net Zero Asset Managers initiative, namely: CDP; PRI (Principles for Responsible Investing) PRI Association, of 25 Camperdown Street, London, E1 8DZ, UK; IIGCC (Institutional Investor Group on Climate Change) of Pennine Place 2a Charing Cross Road London, WC2H 0HF UK; AIGCC (Asian Investors Group on Climate Change) of PO Box Q937 Queen Victoria Building, Sydney NSW 1230 Australia; IGCC (Investors Group on Climate Change), of PO Box Q937, Queen Victoria Building, NSW 1230, Australia; and Ceres, of 99 Chauncy Street, 6th Floor, Boston, MA 02111 USA.
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 2022.
RE100 initiative: means CDP and The Climate Group (registered charity no. 1102909 and registered company no. 4964424) in its capacity as leader (in partnership with us) of the global corporate renewable energy initiative bringing together businesses committed to 100% renewable electricity.
Requesting Authority: means the organisation(s) requesting you to complete the Questionnaire (or parts thereof in the case of the RE100 initiative) as listed on your CDP response dashboard from time to time (accessed by signing in to our website), which may include (1) Investor Signatories; (2) Supply Chain Members; (3) the Net Zero Asset Managers initiative; (4) Bank Program Members; and (5) the RE100 initiative.
Responding Company: means the company responding to the Questionnaire. References to “you” and “your” in these terms are references to the Responding Company.
Supply Chain Member: means an organization that is requesting data from its suppliers.
2.PARTIES
The parties to these terms shall be CDP, the Billing Company (where a Fee is payable and 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. If you do not agree to these terms, please contact us at our Help Center: https://casemgmt-crm.cdp.net/en-US/
4.RESPONDING TO OUR QUESTIONNAIRE
4.1 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.
4.2 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 28 September 2022 (the date our online response system will close in 2022) it will not be scored and may not be included in any report, data product or other analysis.
4.3 Responding
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 your Requesting Authorities and other third parties and scoring your response. Where a Responding Company is headquartered in the EU, we may share your reported climate and environmental actions on the European Climate Pact website if you give us your consent to do so when making your submission on our online response system. The European Climate Pact is a European Commission initiative bringing citizens and organisations together to achieve a climate-neutral Europe, and more information can be found here: https://europa.eu/climate-pact/about/about-pact_en
Non-public responses. If your response is non-public, we may use it only as follows:
(a) other than information you submit in response to the Supply Chain module (2022 Climate Change) to which (e) below applies, make it available as soon as it is received by CDP to each of your Requesting Authorities other than the RE100 initiative either directly or through Bloomberg terminals in the case of Investor Signatories, for any use within their organizations (including their Affiliates in the case of Investor Signatories, Supply Chain Members and Bank Program Members) 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;
(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) where your Requesting Authorities include Investor Signatories, the Net Zero Asset Managers initiative and/or the RE100 initiative, 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 (i.e. if your Requesting Authorities are Supply Chain Members and/or Bank Program Members only and you respond non-publicly this will not apply);
(d) we may make information you submit in response to questions C0.2, C0.3, C0.5, C4.2a, C4.3b, C8.2g, C8.2h, C8.2j, C8.2k, C8.2l, C8.2m, C10.1a, C10.1b, C12.1a, and C12.2a (relating to RE100), available to each of your Requesting Authorities for any use within their organization (including their Affiliates in the case of Investor Signatories, Supply Chain Members and Bank Program Members) 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; and
(e) information you submit in response to the Supply Chain module (2022 Climate Change) (questions SC0, SC1, SC2 and SC4 of the Questionnaire) will be treated as non-public even if you choose to make your response public. Questions SC1.1, SC2.1, SC2.2a and SC4.2e ask you to select a Supply Chain Member using a drop-down menu in our online response system, and only the Supply Chain Member (and its Affiliates) you select for each row will have access to the information in it. For all other questions in the Supply Chain module (2022 Climate Change) the information you submit will be accessible to any Supply Chain Member (and its Affiliates) that has asked you to respond to the Questionnaire. All information you submit in the Supply Chain module (2022 Climate Change) will be accessible to CDP and 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), all of which are obliged to keep such information confidential.
4.4 Amending your response. You may reopen a response you have submitted before the Deadline (27 July 2022). To do so you must notify us that you wish to reopen your response by 13 July 2022 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 28 September 2022), 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 your Requesting Authorities or other third parties.
From 14 July 2022, 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 5 October 2022 at the earliest. Please note that the final date for requesting an amendment is 30 November 2022 and any changes you request to your submitted response from 14 July 2022 may not be reflected in any score, report, data product or other analysis or use of your response. You may not make amendments if the Scoring Special Provisions apply to you. Please contact our Help Center: https://casemgmt-crm.cdp.net/en-US/ for more information about amending your response.
4.5 Scoring of responses to the Full Version (of the Questionnaire). Except where the 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) using our online response system:
(a) by the Deadline, your response will be scored;
(b) after the Deadline but on or before 10 August 2022 you can request an ‘On-Demand’ score for a fee. Only a limited number of On-Demand scores are available in 2022 so your request may not be granted. Please contact your local CDP office for more information about On-Demand scoring.
Please contact your local CDP office for information about scoring if you intend to submit your response in a 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 elsewhere in Latin America).
Scoring Special Provisions: 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.
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.
4.6 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” then, unless you achieve an A grade in which case we may in any event make your score public, we will only make it available to your Requesting Authorities, 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.
If you are responding to Supply Chain Members and Bank Program Members only (i.e. these are your only Requesting Authorities), unless you achieve an A grade, in which case we may in any event make your score public, we will only make your score available to any Supply Chain or Bank Program Member that has asked you to respond to the Questionnaire, 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.
If you are a Financial Services company responding to the Forests and Water Security module of the Questionnaire, your score for your Forests response will be private and we will make it available only 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 (and we will not make it available to your Requesting Authorities). Note that your Water Security response will not be scored.
4.7 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.
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, or 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 to the Billing Company. The Fee is payable once regardless of how many responses (Climate Change, Forests and Water Security) you submit in 2022. Please note that you may be charged 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 plus any applicable taxes 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.
Exemptions from the Fee. A Responding Company is exempt from paying the Fee if:
(a) you have been requested to respond by Investor Signatories, the Net Zero Asset Managers initiative and/or the RE100 initiative and you have not submitted a response to CDP in the last three years; or
(b) your only Requesting Authorities are Supply Chain Members and/or Bank Program Members (and you have not been requested to respond by Investor Signatories, the Net Zero Asset Managers initiative or the RE100 initiative).
Please note we will decide in our absolute discretion as to whether the Fee is payable to the Billing Company 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 to the Billing Company 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 intellectual property rights including copyright and database 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;
(c) you are 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.
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, or for fraud or fraudulent misrepresentation.
We are not liable for financial losses. Subject to these terms, each of 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.
We are not liable for consequential losses. Subject to these terms, each of CDP and the Billing Company have no liability to you in any circumstances for any indirect or consequential loss or damage of any nature whatsoever.
Exclusion of liability. Subject to these terms, each of 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 or any reliance placed upon your response or your score by you or 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 £848 if you are not required to pay the Fee.
9. DATA PROTECTION
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 Responding Company including the personal data of its registered users of the CDP dashboard and other contacts. CDP will only process such personal data for purposes related to its relationship with the Responding Company including inviting and assisting the Responding Company to complete the reporting process and sharing the personal data with Supply Chain Members and Bank Program Members to assist in effective communications and engagement between CDP stakeholders. 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”).
10. 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. 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.
Entire agreement. These terms constitute the entire agreement between you and us in relation to your response to the CDP Climate Change Questionnaire 2022.
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. 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 submit 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.
11.AMOUNT OF FEE
Location of Responding Company | Fee (exclusive of any applicable taxes) |
---|---|
Brazil |
BRL 6,060 |
China |
CN¥ 7,800 |
Europe (excluding UK) |
EUR 1,000 |
India |
INR 86,400 |
Japan |
JPY 105,300 |
UK |
GBP 848 |
All other countries | USD 1,055 |
12.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 |