The Thinking Ahead Institute (the “Institute”) is a not-for-profit forum established by WTW’s Thinking Ahead Group 2.0 (“TAG”), a division of Towers Watson Limited of Watson House, London Road, Reigate, Surrey RH2 9PQ, United Kingdom, a firm authorised and regulated by the Financial Conduct Authority. All organisations wishing to subscribe for Institute membership are required to complete a subscription form – containing the below terms and conditions – which can be obtained from email@example.com.
Terms and Conditions
1. Application of terms
These Membership Terms and Conditions (the “Membership Terms”) cover all research, services, assistance, facilities, work product and other materials provided by, and all events and activities organised by, associates of Willis Towers Watson’s Thinking Ahead Group 2.0 (“TAG”) or by Towers Watson Limited or any of its affiliates (“WTW”) in connection with The Thinking Ahead Institute (the “Institute”). These Membership Terms apply to all members of the Institute from time to time (“Members”). These Membership Terms may be amended and/or supplemented by additional terms governing Members’ access to the Institute’s website and related facilities, as such amendments or terms may be notified to Members by WTW from time to time.
2. Institute’s objective
The Institute has been established by WTW with the aim of mobilising capital for a sustainable future.
3. Membership fees and expenses
Annual membership fees plus VAT, if applicable, or any other applicable sales, or similar taxes are payable by 31 January of each year. In the event that invoices are not paid within that time by any Member, that Member’s membership of the Institute may be suspended or terminated by TAG. Travel and accommodation costs incurred by any Member or its representatives in connection with any Institute events shall be paid by that Member. The Institute will be operated on a not-for-profit basis. WTW will produce an annual summary statement of the Institute’s income and expenditure, which will be made available to Members.
The Institute will be operated and managed by TAG, which will have authority to determine the Institute’s policies, procedures and annual program in its sole discretion, having regard to any recommendations that may be received from Members from time to time. All Members are expected to respect the objectives of the Institute and to engage in debate and actively contribute their ideas and, to the extent possible, participate in the Institute’s research activities in a professional and collaborative manner. Members undertake not to sell or otherwise distribute or make available to a third party for commercial gain any research or other materials distributed or made available to Members by the Institute or commissioned by the Institute. Members further undertake that persons who participate in Institute events as their representatives will be selected by Members on the basis of their ability to contribute to the Institute’s objective and to constructively add to investment industry debate in a collaborative manner. In particular, Members who are commercial undertakings or service providers are requested not to send sales or business development associates to participate in Institute events as their representatives.
5. Intellectual property rights
WTW and each Member will retain ownership of all of its proprietary data and materials, and the intellectual property rights in such data and materials, which it provides to the Institute and/or other Members in connection with the Institute. All Institute research and other materials distributed or made available to Members are intended to be used for the purpose of furthering the Institute’s objective of changing the investment industry for the benefit of the end saver. With this guiding principle in mind, and unless expressly stated otherwise, each Member will have the right to use and distribute copies of any such research and other materials, dispatched or published by the Institute/WTW provided that (i) appropriate attribution is given to the Institute, (ii) Members may not use such research and other materials to endorse, or in a way that may imply an endorsement of, a particular product or service provider, and (iii) Members may not publish or cause to be published, in whole or in part, such research and other materials in any brochure, advertisement, marketing or similar promotional materials, or on any website, social media platform or blog, or in any press release, newspaper, magazine or other news media without the prior written consent of TAG (and TAG shall consult with all other Members as appropriate before deciding whether or not such consent should be given).
Where those materials have been produced by a third party, Members’ right to use those materials may be restricted or subject to additional terms which will be specified upon or before distribution. Where research is commissioned from third parties, TAG will seek to ensure that the rights of Members to use and distribute such research will be consistent with the rest of this section 5. WTW shall retain the intellectual property rights in any materials produced by it for the Institute and shall be entitled to use and distribute such materials for its own internal and external business purposes. WTW will have the same rights as Members in respect of any other research and materials produced by or for the Institute, or presented at an event or published on the Institute’s website.
6. Confidentiality and data protection
WTW and each Member shall protect all confidential information which any of them receive from their participation in the Institute, whether orally, in writing or in any other form (the “Confidential Information”) using the same standards as the recipient applies to its own comparable confidential information, but in no event less than reasonable measures.
Confidential Information does not include information: (i) already known to a recipient at the time of disclosure; (ii) in the public domain or publicly available; (iii) provided to a recipient by a third party who is under no such obligation of confidentiality; or (iv) independently developed by a recipient. WTW and each Member may disclose Confidential Information to their respective legal advisers to protect their own legitimate interests or to comply with the requirements of any court, regulatory authority, professional body or legal process. In order to increase transparency and freedom of expression, TAG will promote the adoption of the so-called Chatham House Rule at all meetings such that any comments made or views expressed at those meetings should not be attributed to the applicable individual or their organisation outside of those meetings. Where particular Members have been involved in or contributed to research activities of the Institute, each of those Members may elect, by notice in writing to TAG prior to publication, that no attribution be made to them in any resulting research or other materials published by the Institute.
WTW will process personal data of the Members’ representatives for the purposes of organising events and research initiatives and circulating Institute publications. Individual representatives can opt-out of receiving marketing communications from the Institute, however this will mean certain membership benefits cannot be delivered (e.g. the latest Institute research). When supplying personal data of their representatives to WTW, it is the Member’s responsibility to ensure that their representatives have been notified of the fact that their information will be provided to WTW and of the manner in which WTW will use their information. Members will ensure that all personal data provided to WTW is accurate and up to date, and will notify WTW if they become aware that such data is inaccurate. A copy of the Institute’s privacy notice is available here, or can be requested from Paul Deane-Williams (firstname.lastname@example.org).
Members acknowledge that WTW conducts research on certain organisations and their products and services in the course of its investment manager research and related business activities. However, such research activities are separate, and operate independently, from TAG. Being a Member of the Institute will therefore have no effect on WTW’s views on or ratings of any Member or its products or services.
7. Limitation of liability
In preparing research and other materials to be distributed or made available to Members of the Institute, TAG and/or WTW will rely upon data supplied by third parties. WTW and its affiliates and their respective directors, officers, employees, agents and subcontractors (together the “related persons”) accept no responsibility and will not be liable for any errors or misrepresentations in any data made by any third party.
All Institute research and other materials distributed or made available to Members are provided solely for the intended purpose of furthering the Institute’s objectives, and may not be referenced or distributed by any Member to any third party outside of the Member’s organisation without appropriate attribution. In any event, WTW and its related persons accept no responsibility for any consequences arising from any third party relying on any such materials. WTW will not be responsible for any expenses incurred by any Member or its representatives in the event that any Institute event is cancelled for any reason.
The aggregate liability of WTW and its related persons arising from or in any way connected with the Institute, whether in contract, tort (including, without limitation negligence and misrepresentation) or otherwise, shall not exceed $250,000 (two hundred and fifty thousand US dollars). In no event shall WTW or any of its related persons be liable for any incidental, special, punitive, or consequential damages of any kind (including, without limitation, loss of income, loss of profits, or other pecuniary loss).
Nothing in these Membership Terms shall exclude or limit the liability of WTW and/or the related persons: (a) for death or personal injury resulting from its and/or the related persons’ negligence; (b) for fraud; or (c) to the extent that the law does not permit the same to be excluded or limited.
8. Institute not a forum for advice
Members acknowledge that any research and other materials distributed or made available to Members by the Institute or commissioned by the Institute are for general information purposes only and are not intended by TAG or WTW to be construed as the provision of investment, legal, regulatory, accounting, tax or other professional advice, or to form the basis of any decision to do or to refrain from doing anything. As such, no such materials should be relied upon for investment, financial or other commercial decisions. In addition, the views expressed by third parties in materials distributed or made available to Members by the Institute or commissioned by the Institute do not necessarily reflect those of WTW. WTW and its affiliates and their respective directors, officers and employees accept no responsibility and will not be liable for any consequences howsoever arising from any use of or reliance on any materials distributed to Members or on any opinions expressed in those materials.
9. Termination of membership
In the event that, in the reasonable opinion of TAG, any Member has breached any of its obligations or undertakings under these Membership Terms, TAG will have the right to suspend or terminate its membership of the Institute with immediate effect. Any provision of these Membership Terms that would be reasonably intended to apply after termination will do so. A Member shall have the right to terminate their membership at any time by giving no less than two months’ notice to TAG, but will not be entitled to a refund of the subscription fee or part thereof for the applicable membership year.
These Membership Terms together with the Membership Subscription Form and any additional terms governing Members’ access to the Institute’s website and related facilities set out the entire agreement between each Member and WTW concerning their participation in the Institute. Should any of these Membership Terms be declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.
Nothing in the agreement between WTW and each Member as set out in these Membership Terms and the Membership Subscription Form is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
11. Governing law
Any dispute or claim of any kind involving a Member and WTW or any related person arising out of or related to the Institute shall be governed by and interpreted in accordance with English law, and each Member irrevocably submits to the exclusive jurisdiction of the English courts.