CDP INVESTOR SIGNATORY TERMS AND CONDITIONS

1. Definitions

Agreement: the CDP Investor Signatory terms and conditions.

Billing Company: the organization identified in Annex 1 to this Agreement.

CDP: CDP Worldwide, a company limited by guarantee (company number 05013650 and charity number no. 1122330) whose registered office is at Level 3, 71 Queen Victoria Street, London EC4V 4AY.

Fee: the fee specified on the ‘Make Payment’ page of CDP’s website.

First Subscription Year: the period commencing on the date that the Signatory accepts this Agreement and ending:

(i) if accepted by the Signatory during the period from 16 January to 31 August, on 15 January following such commencement date (e.g. date of acceptance of Agreement = 1 July 2016; date of expiry of First Subscription Year = 15 January 2017); or

(ii) if accepted by the Signatory during the period from 1 September to 15 January, on 15 January following the end of such period (e.g. date of acceptance of Agreement = 1 December 2016; date of expiry of First Subscription Year = 15 January 2018).

Services: the signatory benefits described in paragraph 3.

Signatory: the organization or entity that purchases the Services.

Subscription Term: the First Subscription Year and each Subscription Year thereafter (if any) as selected by the Signatory and specified on the ‘Make Payment’ page of CDP’s website.

Subscription Year: each period following the First Subscription Year commencing 16 January and ending on 15 January the following calendar year.

2. Parties

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

3. Signatory benefits

3.1 CDP shall, during the Subscription Term, provide the following Services to the Signatory on a non-exclusive basis:

3.1.1 public and non-public company responses to each of CDP’s latest investor requests on climate change, water and forests that the Signatory endorses. CDP will make such individual company responses available to the Signatory via the CDP website as soon as they are submitted and will make collated company response data for climate change, water and forests available via the CDP website from the date that CDP releases its corresponding climate change, water and forests global reports. Selected climate change data will also be available to the Signatory via Bloomberg terminals if the Signatory is a Bloomberg subscriber;

3.1.2 CDP’s performance scores for the company responses referred to in paragraph 3.1.1, which assess the level of detail and comprehensiveness of each response, the company’s awareness of environmental issues, its management methods and its progress towards environmental stewardship. CDP will make such scores for climate change, water and forests available from the date that CDP releases its corresponding climate change, water and forests global reports;

3.1.3 sector-based research on key high-emitting sectors released by CDP during the Subscription Term;

3.1.4 engagement support to help increase the number of companies disclosing environmental information to investors via CDP;

3.1.5 an electronic newsletter highlighting the latest developments at CDP.

4. Proprietary rights

4.1 The Signatory acknowledges and agrees that CDP and/or its licensors own all intellectual property rights in the Services and without limitation, all data, reports and other information supplied by CDP. Except as expressly stated herein, this Agreement does not grant the Signatory any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.

4.2 CDP hereby grants to the Signatory a revocable, non-exclusive, non-assignable, non-licensable and royalty-free licence:

4.2.1 to use the company response data only for internal purposes (including for company engagement, investment decisions and portfolio reporting) and in a ‘limited amount’ in research reports for clients of the Signatory only. For the purposes of this paragraph 4.2.1, use of a ‘limited amount’ of data must not undermine CDP’s ability to sell data to existing or potential customers and may include, for example, the use of multiple data points across a single sector or the use of a single data point across all sectors. CDP may determine in its absolute discretion whether the Signatory’s use of the data is excessive and in such case, may revoke the Signatory’s licence to use the data; and

4.2.2 to use the Services, other than the company response data (the use of which is set out in paragraph 4.2.1), only for internal business purposes.

The Signatory shall obtain CDP’s prior written consent if it wishes to use the Services and without limitation, all data, reports and other information supplied by CDP for any purpose (including but not limited to, inclusion in a tradeable index, investment product or subscription or fee-based database service) other than as set out in this paragraph 4.2.

4.3 The Signatory shall credit CDP as the source of the data it uses in any report.

4.4 The Signatory shall not disclose outside its organization any company response data or modelled data for climate change, water or forests until after the date that CDP releases its corresponding climate change, water and forests global reports.

4.5 The Signatory may only disclose outside its organization data from non-public company responses provided that the data has been anonymized or aggregated in such manner that it has the effect of being anonymized.

4.6 The Signatory shall not permit any third party, including any subsidiary or holding company from time to time of the Signatory, and any subsidiary from time to time of a holding company of that party, access to the Services without the prior written consent of CDP.

4.7 The Signatory shall assume sole responsibility for its use of the Services and shall use all reasonable security practices and systems applicable to the use of the Services to prevent, and take prompt and proper remedial action against, unauthorized access, copying, modification, reproduction, display, or distribution of the Services.

4.8 The Signatory hereby grants to CDP a revocable, non-exclusive, assignable, licensable and royalty-free license to use its name and to refer to Signatory as a “CDP signatory” or “CDP investor signatory” in the normal course of its business, including in CDP reports, on its website and in its annual letter to companies inviting them to respond to each of CDP’s investor requests on climate change, water and forests that the Signatory endorses.

5. Fee and payment

5.1 The Signatory shall pay the Fee to the Billing Company in consideration of the Services.

5.2 The Fee excludes amounts in respect of applicable value added tax (VAT) or any equivalent sales tax, which the Signatory shall additionally be liable to pay at the prevailing rate, subject to the receipt of a valid VAT invoice.

5.3 If the Signatory pays the Fee by credit or debit card at the time of placing the order for the Services, the Signatory shall pay the Fee immediately on acceptance of this Agreement.

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

5.5 Time of payment of the Fee is of the essence.

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

6. Warranties

6.1 CDP confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement

6.2 The Services are provided to the Signatory on an “as is” basis and CDP does not make any representations that the Services will meet the Signatory’s expectations.

6.3 CDP hereby specifically disclaims all other warranties in respect of the Services, including without limitation and to the maximum extent permitted by applicable law: (i) all implied warranties, including any implied warranty of merchantability or fitness for a particular purpose; (ii) any warranty regarding the functional characteristics or performance of the Services; (iii) any warranty regarding the profitability or other benefits to be obtained by the Services; and (iv) any warranty that the Services will be free from errors, viruses, bugs, interruptions or other access limitations.

7. Indemnity

7.1 Subject to paragraph 7.2, CDP shall indemnify the Signatory against any loss, liability, costs (including reasonable legal costs), damages or expenses suffered or incurred by the Signatory against any claim made against the Signatory for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with use of the Services provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Signatory which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), the Signatory shall:

7.1.1 immediately give written notice of the Claim to CDP, specifying the nature of the Claim in reasonable detail;

7.1.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of CDP;

7.1.3 give CDP and its professional advisers access at reasonable times to its premises, its personnel and to any relevant assets, accounts, documents and records within the power or control of the Signatory, so as to enable CDP and its professional advisers to examine them and to take copies (at CDP’s expense) for the purpose of assessing the Claim; and

7.1.4 take such action as CDP may reasonably request to avoid, dispute, compromise or defend the Claim (at CDP’s cost).

7.2 CDP shall have no liability for any claim of infringement of intellectual property rights to the extent that it was caused or contributed to by the Signatory’s willful default or negligence in the use of the Services contrary to CDP’s instructions.

7.3 Nothing in this paragraph shall restrict or limit the Signatory’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under the indemnity in paragraph 7.1.

8. Liability

8.1 The Signatory acknowledges that the way in which it interprets or uses the Services is dependent upon the exercise of its own skill and judgement and that neither CDP nor the Billing Company have any responsibility and neither accept any liability whatsoever for the Signatory’s interpretations or use of the Services.

8.2 No party excludes or limits liability to any other party for:

8.2.1 fraud or fraudulent misrepresentation;

8.2.2 death or personal injury caused by negligence;

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

8.3 Subject to paragraph 8.2, neither CDP nor the Billing Company shall be liable, to the maximum extent permitted by law, to the Signatory for any of the following losses or damage (whether arising in contract, tort (including negligence), strict liability or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise):

8.3.1 loss of revenue;

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

8.3.3 loss of anticipated savings;

8.3.4 loss of business;

8.3.5 loss of opportunity;

8.3.6 loss of goodwill;

8.3.7 loss of reputation;

8.3.8 loss of, damage to or corruption of data or software;

8.3.9 wasted expenditure;

8.3.10 ex-gratia payments;

8.3.11 any indirect or consequential loss or damage.

8.4 Subject to paragraphs 8.2 and 8.3, CDP and the Billing Company’s total aggregate liability to the Signatory in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in respect of any cause of action related to this Agreement be limited to an amount equal to the Fee paid by the Signatory.

9. Term and termination

9.1This Agreement shall continue for the Subscription Term unless terminated earlier in accordance with the provisions of this paragraph

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

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

9.2.2 fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;

9.2.3 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

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

9.3 Without limiting its other rights or remedies, the Signatory may terminate this Agreement with immediate effect by giving written notice to CDP and the Billing Company if either CDP and/or the Billing Company:

9.3.1 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

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

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

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

10. Confidentiality

10.1 “Confidential Information” means information that is proprietary or information specifically designated as confidential, any information supplied by any third party in relation to which a duty of confidentiality is owed or arises, and any other information which should otherwise be reasonably regarded as possessing a quality of confidence, which may become known to a party.

10.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.3 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

10.4 The above provisions of this paragraph 10 shall survive termination of this Agreement, however arising.

11. General

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

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

11.3 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties, other than the rights and obligations expressly set out in this Agreement. Neither CDP nor the Billing Company shall make or hold itself out as having authority to make any commitments on behalf of the Signatory; and the Signatory shall not make or hold itself out as having authority to make any commitments on behalf of CDP or the Billing Company.

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

11.5 The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

11.6 CDP and/or the Billing Company may assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the Signatory.

11.7 The Signatory shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of CDP.

11.8 CDP (acting on its own behalf and the Billing Company’s behalf, if applicable) reserves the right to change the terms and conditions of the Agreement or its policies relating to the Services at any time. Such changes shall be effective immediately or such other time as CDP elects. The Signatory agrees that notice of any material changes may be provided via email to the principal contact of the Signatory, along with an updated version of the Agreement. In the event of any materially adverse changes, the Signatory will have 30 days to notify CDP whether the Signatory elects to negotiate mutually agreeable terms or immediately terminate the Services (as they may be amended from time to time), without penalty to the Signatory; otherwise the Signatory will be deemed to have accepted such changes in their entirety.

11.9 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

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

11.11 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

11.12 Any notice to be given by a party to another under this Agreement may be personally delivered, or sent by recorded delivery to the address of the other party as notified in writing; or by transmission, with due transmission receipt, to an e-mail address as notified in writing for the purpose. Any personally delivered or e-mailed notice (where there is no bounce-back indicating non-receipt) shall be deemed received on the day it was delivered or sent, if it was delivered or sent on a working day before 5.00 pm and otherwise on the next working day.

11.13 Paragraph 11.12 shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution which must be served in accordance with any directions or the Civil Procedure Rules.

11.14 This Agreement and any dispute or claim arising out of it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

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

Annex 1

Billing Company

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