WDI Terms and Conditions

This agreement (the “Agreement”) is made between:

(1) Thomson Reuters Foundation, a charity registered in England and Wales (no. 1082139) and company limited by guarantee registered in England and Wales (no. 04047905), whose registered office is located at 5 Canada Square, Canary Wharf, London E14 5AQ (‘WDI’)

(2) the Signatory: the organisation or entity that purchases the Membership services as described in clause 2 and Appendix 1.

Term

(1.1) This Agreement will commence the date specified within the invoice sent to the Signatory and continue for 1 year and thereafter continue unless terminated (the “Term”). A party may terminate this Agreement after the first year of the Term without cause by giving the other party at least 30 days’ prior written notice of termination before the anniversary of the commencement date of the Term.

Membership services

(2.1) WDI shall, during the Term, provide the benefits described in Appendix 1 to the Member on a non-exclusive basis (the “Benefits”).

Use of WDI data, disclosure scorecards, reports and analyses

(3.1) 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, WDI 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 investor members to the WDI. Institutional investors are invited to become signatories to the WDI at any time.

(3.2) On the termination of this Agreement, the Member will immediately cease to have access to the full WDI data set and company scorecards.

(3.3) Wherever the Member refers to WDI data, scorecards, reports or analyses, including for internal consumption, the Member shall credit WDI as the source.

Fees and payments

(4.1) The Member shall pay a fee to WDI per year in consideration for and in relation to the Benefits according to the value of its assets under management or owned, following the fee structure outlined in Appendix 2 and per the Invoice sent separately by WDI to the Member (the “Fee”).

(4.2) The Fee excludes amounts in respect of applicable value added tax (VAT) which the Member shall additionally be liable to pay at the prevailing rate.

(4.3) The Member shall pay the Fee to WDI in full and in cleared funds within 60 days of the date of the invoice. Payment shall be made in pounds sterling (GBP).

Liability

(5.1) 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 WDI 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 this Agreement, except where the loss is caused by or as a result of fraud, wilful deceit or gross negligence on the part of WDI.

(5.2) Subject to clause 5.1, WDI’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 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 Member to WDI in the calendar year to which claim relates.

Intellectual Property

(6.1) “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.

(6.2) The Member acknowledges and agrees that WDI and/or its licensors own all Intellectual Property Rights in the Benefits and without limitation, all data, reports and other information supplied by WDI. Except as expressly stated herein, this Agreement does not grant the Member any Intellectual Property Rights in or arising out of connection with the Benefits.

(6.3) WDI hereby grants to the Member for the duration of the Term 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 this Agreement.

Data protection

(7.1) “Data Protection Laws” means all applicable data protection and privacy laws. It shall include the EU General Data Protection Regulation and the Data Protection Act 2018.

(7.2) 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 WDI’s case, the applicable privacy notice can be accessed here.

Termination

(8.1) In addition to clause 1.1, and without limiting its other rights or remedies, WDI may terminate this Agreement with immediate effect by giving written notice to the Member if the Member:

(8.1.1) commits a material breach of any term of this 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;

(8.1.2) fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than [10] days after being notified in writing to make such payment; or

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

(8.2) Termination of this 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 this Agreement that existed at or before the date of termination. The damages must be proven by a final judicial judgement.

Confidentiality

(9.1) Each party may be given access to Confidential Information from the other party in order to perform its obligations under this 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 this Agreement.) The parties agree to give and maintain access to the Confidential Information only (and solely) to those Affiliates and Representatives who need to know such Confidential Information and are under equivalent obligations of confidentiality to those in this Agreement, and shall communicate to such Affiliates and Representatives about the confidentiality provisions of this Agreement. In any way, the noncompliance of the confidentiality and use provisions of this Agreement by any of a party’s Affiliates and/or Representatives will be considered as noncompliance of such party itself.

(9.2) The parties agree to give and maintain access to the Confidential Information only (and solely) to those Affiliates and Representatives who need to know such Confidential Information and are under equivalent obligations of confidentiality to those in this Agreement, and shall communicate to such Affiliates and Representatives about the confidentiality provisions of this Agreement. In any way, the noncompliance of the confidentiality and use provisions of this Agreement by any of a party’s Affiliates and/or Representatives will be considered as noncompliance of such party itself.

(9.3.1) The only disclosure of Confidential Information to a third party permitted under this Agreement is (a) if required or requested by law or by any regulatory or administrative body or (b) to any of: (i) the party; (ii)the party’s subsidiaries under direct or indirect common or shared control by the party ; (iii) companies that control the party direct or indirectly; and/or (iv)companies under common control with the party, directly or indirectly (“Affiliates”)and any of its and their partners, directors, members, officers, employees, auditors, lawyers, consultants, financial advisors, agents, co-investors and legal advisors of the relevant party (“Representatives”) who need to know and are bound by terms of confidentiality no less stringent than those in this Agreement.

(9.3.2.) In the event of item (a) above, to the extent legally permissible, the recipient party shall communicate to the disclosing party (if and to the extent that such notice is legally permissible), so that the disclosing party may take the measures it deems appropriate to mitigate any adverse or potentially adverse effects of such disclosure. In the event the disclosing party either does not take any such measure to prevent the disclosure of Confidential Information or does not succeed in this regard, the recipient party, its Affiliates or its Representatives shall only reveal the Confidential Information required or requested by law or by any regulatory or administrative body, as well as requesting the respective authority’s confidential treatment of such Confidential Information, to the extent legally possible and/or practicable.

(9.4) The provisions of this clause 9 shall survive termination of this Agreement, however arising.

(9.5) “Confidential Information” means any 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, provided by one party to the other in relation to this Agreement, including, but not limited to, operations, activities, assets, financial statements, business, invoicing, customer relationships and other non-public information necessary for this Agreement. Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known after the date of this 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.

(9.6) The parties acknowledge that any breach of the obligations of confidentiality provided in this clause 9 may cause to the other party damages difficult to be measured. In the event of a breach by any recipient party under the terms and provisions of this clause 9, the disclosing party shall be entitled, in addition to any legal or equitable remedies the disclosing party may have in connection therewith (including any reasonable costs, attorney fees and damages that it may suffer, if proven by a final judicial judgement), to seek injunctive relief sufficient to restrain such breach.

General

(10.1) 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.

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

(10.3) 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.

(10.4) Each party irrevocably agrees the English courts shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement.

Appendix 1

Benefits

WDI shall, during the Term, provide the following services to the Member on a non-exclusive basis:

2021. a) Access to all data submitted by companies to the WDI disclosure platform for the years 2017-2023. WDI 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.

1. 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.]

1. c) Support tools to increase the number of companies disclosing workforce data to investors via the WDI disclosure platform.
2. d) The right to participate in thematic engagement programmes operated by the WDI team in partnership with investor signatories and listed companies. (n.b. it is anticipated that much of the thematic engagement work in 2020 will take place via webinars, video conferencing and other digital tools).
3. e) Occasional access to WDI team members for ad hoc queries related to topics covered by the WDI survey.
4. f) Access to public and non-public reports and analyses produced by the WDI team;
5. g) Recognition, marketing and networking opportunities.
6. h) At least one in person or digital meeting per year to
7. 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.