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Thomson Reuters Foundation (‘We’, ‘Us’, or ‘Our’) is a registered charity in England and Wales (number 1082139) and a company limited by guarantee registered in England (number 04047905) at 5 Canada Square, Canary Wharf, London, E14 5AQ.
Please read these terms of use carefully before you start to use wdi.trust.org (our website), as these will apply to your use of Our website. We reserve the right to amend these terms and conditions from time to time.
By using Our website, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms and conditions, you must not use Our website.
The following terms govern the use of the services provided to Members by Reuters Foundation Consultants Limited “RFCL”. RFCL reserves the right to amend these terms from time to time without notice to any specific Member.
Agreement means these terms and the written agreement signed by RFCL and the Member.
Benefits means the information, services, opportunities and other services availed on a non-exclusive basis and specifically outlined in Appendix 1 of these terms.
Confidential Information means all information (whether in oral, written, electronic or other recorded form) clearly designated as being confidential or that should reasonably be considered to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known after the date of the Agreement 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; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
Data Protection Laws means any data protection laws applicable in the United Kingdom from time to time, including the Data Protection Act 2018 and all subordinate legislation, the UK General Data Protection Regulation and the Privacy and Electronic Communications Regulations.
Intellectual Property Rights means all copyright, design rights, registered designs, database rights, patents, business names, trademarks, service marks, trade names, rights arising in domain names and URLs, know-how, trade secrets and rights in confidential information.
Member means the organisation or entity that pays for the Benefits and accepts the terms of the Agreement.
WDI means the programme of RFCL designed to improve corporate transparency on workforce issues by providing comprehensive and comparable data on how companies manage their workforce across their operations and supply chains.
1. Use of WDI data, disclosure scorecards, reports and analyses
1.1. By downloading the data and/or company scorecards as outlined in clause 2.1 and Appendix 1, the Member agrees to not distribute the data or scorecards to any third parties. The Member may use the data within analyses, reports, presentations or other materials for internal consumption, but not externally. By making the data available to the Member, RFCL makes no judgement as to the importance that should be attached to any of the information provided by any particular company, nor to its accuracy or completeness. The data is available to be accessed by all Members to the WDI. Institutional investors are invited to become Members of the WDI at any time.
1.2. On the termination of the Agreement, the Member will immediately cease to have access to the full WDI data set and company scorecards.
1.3. Wherever the Member refers to WDI data, scorecards, reports or analyses, including for internal consumption, the Member shall credit RFCL as the source.
2. Fees and payments
The Member shall within 30 days pay an annual fee to RFCL in consideration for the Benefits based on the value of its assets under management or owned, in accordance with the fee structure outlined in the written agreement and invoice sent by RFCL to the Member (the “Fee”).
3. Disclaimer and Liability
3.1. The Member acknowledges that the way in which it interprets or uses the Benefits is dependent upon the exercise of its own skill and judgement and that RFCL has no responsibility and accepts no liability whatsoever for the Member’s interpretations or use of the Benefits or for any loss suffered by the Member as a result of or in relation to the Agreement, except where the loss is caused by or as a result of fraud, wilful deceit or gross negligence on the part of RFCL.
3.2. RFCL’s total aggregate liability to the Member 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 the Agreement shall in respect of any cause of action related to the Agreement be limited to an amount equal to the Fee paid by the Member to RFCL in the calendar year to which claim relates.
3.3. RFCL does not require or seek collective decision-making or action with respect to any activities under the WDI initiative. Neither RFCL nor Members of WDI assume liability for the independent engagement activities of Members or participating companies.
4. Intellectual Property
4.1. The Member acknowledges and agrees that RFCL and/or its licensors own all Intellectual Property Rights in the Benefits and without limitation, all data, reports and other information supplied by RFCL. Except as expressly stated herein, these terms do not grant the Member any Intellectual Property Rights in or arising out of connection with the Benefits.
4.2. RFCL hereby grants to the Member throughout the validity of the Agreement a revocable, non-exclusive, non-assignable, non-licensable and royalty-free license to use the data provided in respect of the Benefits for internal business purposes only and in accordance with these terms.
5. Data protection
Each party shall comply with its obligations relating to personal data under Data Protection Laws, including ensuring that all necessary notices and applicable consents are in place to enable the lawful transfer of any personal data to the other party. In RFCL’s case, the applicable privacy notice can be accessed here.
6. Suspension of Benefits
RFCL reserves the right to suspend the Benefits of a Member if it fails to pay the Fee within the stipulated time and remains in default for more than 10 days after being notified to make such payment.
7. Termination
7.1. RFCL may terminate the Agreement with immediate effect by giving written notice to the Member if the Member:
7.1.1. commits a breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of the Member being notified in writing to do so;
7.1.2. suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
7.2. Termination of the Agreement shall not affect any of the Parties’ rights and remedies that have accrued as at the date of termination, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination. The damages must be proven by a final judicial judgement.
8. Confidentiality
8.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. Subject to clause
8.2, each party shall hold the other’s Confidential Information in strict confidence and use it solely in relation to the Agreement. Non-compliance of the confidentiality provisions of these terms by any of a party’s affiliates, representatives, officers, employees, and contractors will be considered as non-compliance of such party itself.
8.2. A receiving Party may disclose Confidential Information:
8.2.1. to its affiliates, representatives, officers, employees, and contractors that need to know the relevant Confidential Information, provided that the recipient procures that each such person complies with the obligations set out in these terms; or
8.2.2. to the minimum extent required by: (1) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction, or (2) the laws or regulations of any country to which the recipient’s affairs are subject.
8.3. The provisions of this clause 8 shall survive termination of the Agreement, however arising.
8.4. In the event of a breach by any recipient party under the terms and provisions of this clause, the disclosing party shall be entitled, in addition to any legal or equitable remedies the disclosing party may have in connection therewith, to seek injunctive relief sufficient to restrain such breach.
9. General
9.1. The Parties do not intend the Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
9.2. The Agreement and any dispute or claim arising out of them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
9.3. Each party irrevocably agrees the English courts shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement.
9.4. No failure or delay on the part of RFCL to the exercise any of its rights under the Agreement shall be construed to be a waiver of that right.
Appendix 1
Benefits
RFCL shall, during the validity of the Agreement, provide the following services to the Member on a non-exclusive basis:
(a) Access to all data submitted by companies to the WDI disclosure platform for the years 2017-2023. RFCL will make the response data available to investor members by December each year. Access to the data and disclosure scorecards (see (b) below) will be made via a secure, password-protected website.
(b) Access to company disclosure scorecards. Disclosure scorecards contain: numerical and graphical presentation of the completeness of each responding company’s WDI response; comparisons of the company’s disclosure score with other disclosing companies in its peer group by sector and geography; information highlighting the company’s responses to specific questions relating to workforce risks and opportunities; descriptive information on specific questions the company answered; and suggested questions the company may wish to respond to in future to achieve a higher disclosure score.
(c) Support tools to increase the number of companies disclosing workforce data to investors via the WDI disclosure platform.
(d) The right to participate in thematic engagement programmes operated by the RFCL team in partnership with Members and listed companies.
(e) Occasional access to RFCL team members for ad hoc queries related to topics covered by the WDI survey.
(f) Access to public and non-public reports and analyses produced by the RFCL team;
(g) Recognition, marketing and networking opportunities.
(h) At least one in person or digital meeting per year to:
(i) discuss the Member’s suggestions to make the WDI a more useful tool for the Member;
(ii) offer basic training to staff members on the services outlined in (a) – (f) above, briefings on the background to the WDI and the broader workforce reporting landscape.
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