These terms and conditions apply if you are a CDP capital markets Signatory from 3 November 2023. If you became a CDP Capital Markets Signatory before 3 November 2023 the terms and conditions that previously applied to you are superseded by these terms and conditions.
By accessing the Signatory Dashboard you, the capital markets Signatory agree that you accept these terms and conditions in their entirety. If you do not agree to these terms and conditions, you will not be able to access the Signatory Dashboard. In such event, please contact CDP at: [email protected].
We recommend that you review these terms and conditions on each occasion that you access the Signatory Dashboard, as they are subject to change.
By proceeding to access the Signatory Dashboard you hereby agree to publicly support CDP’s capital markets requests relating to the environmental impact of organizations worldwide (as part of your status as a capital markets Signatory).
The ‘Signatory List’ (as defined below in Section 1) represents a collective list of capital markets Signatories that support CDP’s mission to increase environmental disclosure through its ecosystem. CDP reserves the right to make the ‘Signatory List’ available on the CDP Website and you expressly agree to be included in such Signatory List. For clarity however, we are under no obligation to include you in the Signatory List. You agree that the person accepting these terms and conditions is authorized to do so on behalf of the capital markets Signatory.
By accepting, you acknowledge and agree that these terms and conditions form a legally binding agreement entered into by the capital markets Signatory immediately effective from the time of your acceptance.
Date of first publication: 3 November 2023
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.
Agreement: means these CDP capital markets Signatory terms and conditions.
Billing Company: means the CDP organization identified in ANNEX 1 to this Agreement.
CDP: means CDP Operations Limited, a company registered in England and Wales with company number 06602534 whose registered office is at 4th Floor, 60 Great Tower Street, London EC3R 5AZ, United Kingdom. References to “we,” and “our” in this Agreement are interchangeable references to CDP.
CDP Affiliate(s): means any Affiliate of CDP, and any organizations within CDP Worldwide’s operational group to whom CDP Worldwide licenses its 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 Reports and Materials: means any external facing:
produced by CDP, CDP Worldwide, or CDP Affiliates (apart from the CDP Website).
CDP Website: means the site located at www.cdp.net (the location of which may be modified with notice from time to time by CDP).
CDP Worldwide: means 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.
Confidential Information: has the meaning given in Section 10.1.
Fee: means the fee specified on the ‘Make Payment’ page of the Signatory Dashboard for your selected package.
First Time Subscription: means instances where Signatory is an entirely new Signatory and first-time purchaser of any of the Services.
Questionnaire: means any CDP questionnaire for Responding Organizations to submit a Response on their environmental impacts and performance via the online response system area of the CDP Website.
Renewal Window: means the period between the start of the Signatory renewal cycle and its completion, determined by CDP at its sole discretion, but typically between October and January of the following year.
Responding Company: means a company responding to a Questionnaire.
Responding CSTAR Territory: means a city, state or region responding to a Questionnaire.
Responding Organization(s): means:
collectively and individually, that have submitted a Response further to CDP capital markets requests for submission of a Questionnaire on environmental impact via the online response system area of the CDP Website.
Responding Public Authority: means a public authority responding to a Questionnaire.
Response: means the submitted response from the Responding Organization to a Questionnaire made via the online response system area of the CDP Website.
Response Data: means the ‘public’ and ‘non-public’ data from any Response of any Responding Organization that is made available to a Signatory, further to CDP’s capital markets requests relating to the environmental impact of organizations worldwide.
Scores: mean CDP’s performance scores, generated through assessment of Response Data, which assess the level of detail and comprehensiveness of each Response, awareness of environmental issues, management methods and progress towards environmental stewardship of Responding Organization(s).
Services: means the service benefits provided by CDP to Signatory, including use of the Signatory Dashboard, and provision of Service Data further to Section 4 of this Agreement.
Service Data: means the Responses, Response Data, data, materials (in any form), content, CDP Reports and Materials and other information supplied, owned, or licensed by CDP, CDP Worldwide, or CDP Affiliates, specified in your package for the Services.
Signatory: means the capital markets signatory organization or entity that has agreed to enter into this Agreement. References to “you” and “your” in this Agreement are interchangeable references to you as the Signatory.
Signatory Dashboard: means the area of CDP’s online systems where you as a Signatory sign into your account to view which Responding Organizations have submitted a Response, and other information pertinent to receipt of Services from CDP.
Signatory List: means the periodically updated collective list of Signatories, as determined by CDP, each of whom are purchasers of the Services.
Subscription Commencement: means the date (after your acceptance of these legally binding terms and conditions) upon which:
(whichever is earlier).
Subscription Term: means the duration of your subscription to the Services, for the period agreed between Signatory and CDP, as visible in the Signatory Dashboard.
2.1 The parties to this Agreement shall be CDP, the Billing Company (where the Billing Company is not CDP) and the Signatory.
2.2 The Billing Company can be identified by referring to ANNEX 1 of this Agreement.
3.1 Your choice on the length of Subscription Term. The duration of your Subscription Term is visible in the Signatory Dashboard. The default duration is 12 months, but alternative durations may be possible (dependent on Fee). First Time Subscriptions to the Services can occur at any time. Renewals of your Subscription Term must occur during the Renewal Window. Your Subscription Term starts from the date of Subscription Commencement. You will receive reminders about the duration of your Subscription Term via the methods of administration and communication outlined in Section 3.3.
3.2 Relevant timeframes. CDP reserves the right to make changes to relevant dates and timeframes specified in this Agreement. Any calendar date, or period referred to in this Agreement may be subject to change and modified by CDP at its sole discretion at any time, but we will notify you of any relevant changes or modifications.
3.3 Administrative updates and communications. Relevant details pertinent to this Agreement, including the duration of the Subscription Term will be notified to you via methods including emails to you and/or notifications within the Signatory Dashboard. In addition, CDP may provide notice of relevant date change(s) referred to in Section 3.2 above, on the CDP Website and/or on the Signatory Dashboard.
3.4 The CDP Website and the Signatory Dashboard. The CDP Website and the Signatory Dashboard are not the same. The Signatory Dashboard allows you to track information related to submission of Responses from Responding Organizations and to receive relevant communications from CDP, whereas the CDP Website is our public facing site. You agree that CDP shall not be liable, shall be held fully harmless, and accepts no responsibility for any errors, omissions, corruption or loss of data or software, caused directly or indirectly by your use of the CDP Website or the Signatory Dashboard.
3.5 CDP Reports and Materials and right to opt-out of being listed in the Signatory List. You cannot opt-out of being listed in the Signatory List on the CDP Website, but you can opt-out of being listed in the Signatory List in any CDP Reports and Materials (please refer to your CDP relationship manager for opt-out guidance). The default position is that you will be listed in the Signatory List where said Signatory List is featured in CDP Report and Materials, unless you specifically notify your CDP relationship manager of your wish to opt-out and officially opt-out in accordance with CDP’s procedures. Please note: you will not at any time be individually referenced by CDP Worldwide, CDP, or a CDP Affiliate in any CDP Reports and Materials as an isolated Signatory in any context (irrespective of whether you have or have not opted-out) without your express permission.
4.1 CDP shall, during the Subscription Term, provide the following Services to you:
4.1.1 Response Data for each Responding Company, which CDP will make available via the Signatory Dashboard as soon as reasonably feasible after Responses are submitted, identifying which of these Responses are ‘public’ and which are ‘non-public’. Only ‘public’ Response Data (and not ‘non-public’ Response Data) for Responding CSTAR Territories and Responding Public Authorities will be made available. Selected Response Data may also be available to you via third party electronic terminals and other digital, AI model and data distribution channels at CDP’s discretion, provided that you are also a purchaser or subscriber to those third-party services;
4.1.2 CDP Scores for Responding Companies. CDP will make the Scores of such Responding Companies (but not Scores for Responding CSTAR Territories or Responding Public Authorities) available to you when they are finalized by CDP;
4.1.3 provision of CDP’s electronic newsletter highlighting the latest developments at CDP; and
4.1.4 opportunity to join engagement campaigns organized by CDP through provision of an option for Signatory to participate in CDP Worldwide’s annual “Non-Disclosure Campaign” and “Science Based Targets Campaign” and any other additional campaigns that CDP initiates to advance its mission to encourage environmental disclosure.
5.1 No transfer of intellectual Property. Signatory acknowledges and agrees that CDP, CDP Worldwide and their licensors own or are the licensees of all intellectual property rights in the Services, including without limitation, all Service Data. 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), service marks, logos or any other rights or licenses in respect of the Service Data.
5.2 Intended use of Service Data. CDP hereby grants to the Signatory a revocable, non-exclusive, limited, non-assignable, non-licensable and royalty-free license:
5.2.1 to use intellectual property contained in Service Data provided to you by CDP, solely:
5.3 Prohibited use of Service Data. In relation to Section 5.2.1(e), use of the Service Data in a limited amount must not be ‘excessive’. For guidance ‘excessive’ use includes (but is not limited to) the following prohibited usages:
5.3.1 use of Service Data for commercial/revenue generating purposes; and
5.3.2 use of Service Data for any ‘non-intended’ use (as specified in Section 5.5 below) without the prior written consent of a person of delegated authority on behalf of CDP Worldwide.
5.4 To reiterate: CDP reserves the right to determine if excessive and/or prohibited use of Service Data has been made by you. In such a case, (ie. where you have engaged in excessive or prohibited use) CDP may revoke the Signatory’s license to use the Service Data and terminate provision of the Services, with immediate effect.
5.5 Prior consent for any non-intended use of Service Data. Signatory acknowledges and agrees that CDP may grant Signatory permission to use Service Data for purposes outside of the intended purposes specified in Section 5.2.1 only in extremely limited circumstances, which will be decided at all times at CDP’s absolute and sole discretion. For clarity, you must obtain CDP’s express prior written consent if you wish to use Service Data for any purpose not covered by those listed in Section 5.2.1 (and particularly for any commercial purpose). Obtaining CDP’s prior consent is mandatory in all cases of ‘non-intended use’. Non-intended use includes, but is not limited to:
5.6 THE ABOVE NON-INTENDED USE LIST IS NON-EXHAUSTIVE. ANY USE CASE THAT IS NOT EXPLICITLY PERMITTED FURTHER TO SECTION 5.2.1 OF THIS AGREEMENT SHALL REQUIRE CDP’S PRIOR EXPRESS CONSENT AND COMMERCIAL AGREEMENT (WHICH CDP MAY WITHHOLD AT ITS ABSOLUTE DISCRETION).
5.7 No conflict with CDP’s charitable purpose. The license in Section 5.2 is granted to Signatory on the express condition that the Services must be used by the Signatory in a manner which does not conflict with or undermine the charitable purposes of CDP Worldwide, the parent not-for-profit of CDP, CDP, or any CDP Affiliate, and in particular, the purpose of advancing environmental protection or environmental improvement for the public benefit. CDP reserves the right to determine if conflicting or undermining use has been made by you. In such case, CDP may revoke the Signatory’s license to use Response Data, Scores, and/or Service Data and terminate provision of Services, with immediate effect.
5.8 Subject to Section 5.5.4, Signatory agrees to credit CDP Worldwide as the source of any Service Data it uses in an external content, publication, release, or report.
5.9 RESTRICTION ON DISCLOSURE OF ‘NON-PUBLIC’ RESPONSE DATA. THE SIGNATORY IS ONLY ENTITLED TO DISCLOSE RESPONSE DATA COMPRISING OF ANY ‘NON-PUBLIC’ RESPONSES OUTSIDE OF ITS ‘ORGANIZATION’ WITH CDP’S PRIOR WRITTEN CONSENT (WHICH MAY BE WITHHELD). ALL ‘NON-PUBLIC’ RESPONSE DATA MUST FIRST HAVE BEEN ANONYMIZED OR AGGREGATED (IN SUCH MANNER THAT IT HAS THE EFFECT OF BEING ANONYMIZED). FOR THE PURPOSE OF THIS SECTION, THE SIGNATORY’S ‘ORGANIZATION’ IS THE LEGAL ENTITY ENTERING INTO THIS AGREEMENT (AND NOT ITS GROUP ENTITIES, OR AFFILIATES).
5.10 Third party access restriction. The Signatory shall not permit any third party, including any of its Affiliates, third party analysts, or agents any access to the Services, or Service Data without the prior written consent of CDP.
5.11 Signatory is solely responsible for compliance with this Agreement. The Signatory shall assume sole responsibility for its compliance with this Agreement, its use of the Services, protection of all Service Data, and any access granted to the Signatory Dashboard by any staff or employees. In addition, an obligation on the Signatory to do, or to refrain from doing, any act or thing pursuant to this Agreement shall include an obligation on the Signatory to procure that any Affiliate, third party analysts, or agents of the Signatory also do, or refrain from doing, such act or thing.
5.12 Signatory is solely responsible for acceptable use and security measures to protect Service Data. Signatory shall use all reasonable security practices and systems applicable to the use of the Services, protection of all Service Data, and any access granted to the Signatory Dashboard by any staff or employees, third party analysts, or agents to prevent any misuse or unauthorized access. Signatory shall take prompt and proper remedial action against unauthorized access, copying, modification, reproduction, display, or distribution of the Service Data. Access to the CDP’s online systems (including the CDP Website and Signatory Dashboard) shall be subject to acceptable use policies made available on the CDP Website. Signatory shall remain responsible for all acts and omissions of any Affiliate of the Signatory, that CDP consents to receive Service Data pursuant to this Agreement, as if they were its own.
5.13 Grant of license to CDP. Sub-Sections 5.13.1 and 5.13.2 deal with the grant of license of intellectual property rights by Signatory to CDP, (which CDP may sub-license to CDP Worldwide and CDP Affiliates) for the sole permitted purpose of use of Signatory’s name and logo within the Signatory List:
5.13.1 CDP Reports and Materials. Your name and logo may be used in CDP Reports and Materials from time to time unless you expressly use the opt-out procedure (please refer to your CDP relationship manager for opt-out guidance). Unless you have opted-out, you agree to be listed at any time within the collective Signatory List that may feature in CDP Reports and Materials and agree to grant CDP a revocable, non-exclusive, assignable, sub-licensable and royalty-free license to use Signatory’s name and logo and to refer to Signatory as a ‘CDP signatory’, a ‘CDP investor signatory’ or ‘CDP Capital Markets signatory’ in such CDP Reports and Materials. Additionally, where you have provided your express prior permission for your name and logo to be used in CDP Reports and Materials (in isolation, and apart from within the collective of the Signatory List), you agree to grant CDP a revocable, non-exclusive, assignable, sub-licensable and royalty-free license to use Signatory’s name and logo and to refer to Signatory as a ‘CDP signatory’, a ‘CDP investor signatory’ or ‘CDP Capital Markets signatory’ in such a manner in CDP Reports and Materials.
5.13.2 Signatory Lists and CDP Campaigns. As part of your status as Signatory, you agree to be listed at any time within the collective Signatory List publicly available on the CDP Website and in CDP’s annual letter requesting organizations to respond on their climate and environmental impact via CDP’s Questionnaire. Signatory hereby grants to CDP a revocable, non-exclusive, assignable, sub-licensable and royalty-free license to use Signatory’s name and logo and to refer to Signatory as a ‘CDP signatory’, a ‘CDP investor signatory’ or ‘CDP Capital Markets signatory’ on the CDP Website, and in CDP’s annual letter requesting organizations to respond on their climate and environmental impact via CDP’s Questionnaires.
6.1 CDP is the wholly owned subsidiary of CDP Worldwide, a not-for-profit organization. We charge Signatories a Fee to enable us to maintain our Questionnaire disclosure and data infrastructure. The Fee plus any applicable taxes is payable to CDP (or the Billing Company, as applicable). The Signatory shall pay the Fee to CDP, or the Billing Company, in consideration of provision of the Services.
6.2 The Fee is exclusive of 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, further to the receipt of a valid VAT invoice.
6.3 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.
6.4 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.
6.5 CDP will provide access to the Signatory Dashboard once an invoice is raised, pending said invoice being paid in full but we reserve the right to terminate access to the Signatory Dashboard and all Services if Signatory fails to pay any invoice by the due date stipulated in any invoice. In such case, in addition to terminating access to the Signatory Dashboard, CDP may revoke the Signatory’s license to use Response Data, Scores, and/or Service Data and terminate provision of Services, with immediate effect.
6.6 Signatory shall pay the Fee in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6.7 In the event that the Subscription Term is terminated early (for any reason) Signatory acknowledges and agrees that no refund will be applicable to the Fee (or any portion thereof).
7.1 CDP confirms that it has all rights in relation to this Agreement that are necessary to grant all the rights it purports to grant under, and in accordance with, this Agreement.
7.2 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.
7.3 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 to the CDP Website or Signatory Dashboard.
7.4 Signatory warrants that it is a legal entity and not a natural person (and is not a sole trader or partnership) and accordingly is a ‘corporate subscriber’ for the purposes of the Privacy and Electronic Communications (EC Directive) Regulations 2003.
8. Liability
8.1 No party excludes or limits its liability to any other party for:
8.1.1 fraud or fraudulent misrepresentation;
8.1.2 death or personal injury caused by negligence;
8.1.3 any matter in respect of which it would be unlawful for a party to exclude or limit liability.
8.2 CDP shall not be liable, to the maximum extent permitted by law, to Signatory (or any other recipient of Service Data permitted on the behalf/at the request of Signatory) for any of the following losses or damage further to provision of the Services (including Service Data) whether arising in contract, tort (including negligence), strict liability or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise:
8.2.1 loss of revenue;
8.2.2 loss of actual or anticipated profits (including for loss of profits on contracts);
8.2.3 loss of anticipated savings;
8.2.4 loss of business;
8.2.5 loss of opportunity;
8.2.6 loss of goodwill;
8.2.7 loss of reputation;
8.2.8 loss of, damage to or corruption of data or software;
8.2.9 wasted expenditure;
8.2.10 ex-gratia payments; and
8.2.11 any indirect or consequential loss or damage.
8.3 Subject to Section 8.1 and without prejudice to Section 8.2, 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 out of or in connection with this Agreement including the performance or contemplated performance of this Agreement or any collateral contract in respect of any cause of action related to this Agreement, shall be limited to an aggregate amount in respect of all claims equal to 5% of the annual Fee paid by the Signatory (that is then current in respect of Fees payable, in the 12 month period immediately prior to the time of the cause of action).
9.1 This Agreement shall continue until expiry of your Subscription Term unless terminated earlier in accordance with the provisions of this Section 9.
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 this 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 for 5 or more days after being notified in writing to make such payment;
9.2.3 uses the Services in a manner that would or could reasonably be likely to cause harm to the reputation CDP Worldwide, CDP, or CDP Affiliates and their environmental purpose and mission for public benefit; 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 Either party may terminate this Agreement for convenience by giving 30 days’ written notice to the other party.
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.
10.1 Confidentiality. For the purpose of this Agreement, “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 which: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) 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 Personal data and privacy. 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 Signatory and the Signatory shall ensure that any relevant data subjects are notified of this data sharing and that CDP will process their personal data in accordance with CDP’s privacy policy which is available on the CDP Website at www.cdp.net/en/info/privacy-policy.
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.
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, save that the provisions of Section 6.1 may be directly enforced by the Billing Company for its own benefit.
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. 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.
11.7 CDP (acting on its own behalf and the Billing Company’s behalf, if applicable) reserves the right to change the terms and conditions of this Agreement or its policies relating to the Services at any time.
11.8 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.
11.9 Section 10 shall survive any termination of this Agreement, howsoever arising.
11.10 General administrative communications will be made between the parties via emails to Signatory and/or notifications via the Signatory Dashboard. In addition, CDP may provide relevant notices on the CDP Website. Any formal 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: [email protected] with [email protected] in cc (in respect of notices to CDP). 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 (GMT: London time, United Kingdom) and otherwise on the next working day.
11.11 Section 11.9 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 UK Civil Procedure Rules.
11.12 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.
11.13 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
Identity of Billing Company
Billing company | Location of Signatory |
CDP Operations Limited | Algeria, Bahrain, Belarus, Bermuda, British Virgin Islands, Cayman Islands, Channel Islands, Cote d’Ivoire, Democratic Republic of Congo, Egypt, Gabon, Iran (Islamic Republic of), Israel, Georgia, Guernsey, Kazakhstan, Kenya, Kuwait, Mongolia, Nigeria, Oman, Pakistan, Qatar, Russian Federation, Saudi Arabia, South Africa, Turkey, Tuvalu, United Arab Emirates, United Kingdom, Yemen |
CDP Worldwide (Europe) gGmbH | Albania, Andorra, Austria, Belgium, Bosnia & Hercegovina, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Holy See, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Montenegro, Netherlands, North Macedonia, Norway, Poland, Portugal, Republic of Moldova, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Ukraine |
CDP North America, Inc | Canada, USA |
Carbon Disclosure Project (Latin America) | Antigua and Barbuda, Argentina, 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 Company Limited | China |
CDP Operations India Private Limited | India |
CDP Hong Kong | Australia, Brunei, Cambodia, Hong Kong, Indonesia, Laos, Macao, Malaysia, Myanmar, New Zealand, Philippines, Republic of Korea, Taiwan, Thailand, Vietnam, Taiwan |
一般社団法人 CDP Worldwide-Japan | Japan |
Carbon Disclosure Project (Singapore) Limited |
Singapore |
If the Signatory is located in a territory that is not listed in the table above, the Billing Company shall be CDP Operations Limited.