Terms

Our mission

The Good Governance Institute (GGI) exists to help create a fairer, better world. Our part in this is to support those who run the organisations that will affect how humanity uses resources, cares for the sick, educates future generations, develops our professionals, creates wealth, nurtures sporting excellence, inspires through the arts, communicates the news, ensures all have decent homes, transports people and goods, administers justice and the law, designs and introduces new technologies, produces and sells the food we eat – in short, all aspects of being human.

We work to make sure that organisations are run by the most talented, skilled and ethical leaders possible and work to build fair systems that consider all, use evidence, are guided by ethics and thereby take the best decisions.

Good governance of all organisations, from the smallest charity to the greatest public institution, benefits society as a whole. It enables organisations to play their part in building a sustainable, better future for all.

The Good Governance Institute is committed to develop and promote the Good Governance Body of Knowledge, working internationally to identify and spread good governance practice.

Taking our mission forward and our organisational status

The Good Governance Institute is dedicated to pushing forward best practice in governance. Our roots are from within the UK NHS, but GGI has been working independently since 2009. Our focus has developed from our early beginnings in healthcare into other sectors such as higher education, the third sector, commercial organisations, housing associations, the arts, sports and professional bodies etc. and we are increasingly building our work internationally too. The Institute plays a leading part in various international networks as well as promoting our work through publications and meetings.

The Good Governance Institute is a not-for-profit company limited by guarantee and registered in the EU (Republic of Ireland) The Institute is supported by GGI Development and Research LLP and GGI Limited, a private, for profit organisation set up to work on paid contracts of work within the ethos of the Institute and to promote the work of the Institute. GGI Development and Research LLP and GGI Limited’s commercial support to the Institute ensure that all GGI’s knowledge management publications are freely available to all, and that apart from a few selected events, such as overseas studies tours, our events are usually free to participants. The Institute and GGI Development and Research LLP and GGI Limited have agreed an ethical framework and programme of support for commercial working. GGI Development and Research LLP and GGI Limited take the Institute’s work and name forward, applying the Institute’s governance approach in their work with clients.

Company details:

Good Governance Institute

Company number 590301 
Registered in the Republic of Ireland

Registered office: 
The Black Church 
St. Mary’s Place 
Dublin 7 D07 P4AX
 Republic of Ireland

GGI Development and Research LLP

Company number C384196 Registered in England and Wales

Registered office: 704 Raleigh House, Dolphin Square, London SW1V 3NR, UK

The partners of GGI Development and Research LLP are Andrew Corbett-Nolan, Mark Butler, David Rogers, Jaco Marais, GGI Limited and Arbitan. The designated partners of GGI Development and Research are Andrew Corbett-Nolan and GGI Limited. The Executive Directors of GGI are Andrew Corbett-Nolan (Chief Executive) and Mark Butler (Director of Development).

GGI Limited

Company number 06836117 Registered in England and Wales

Registered office: 704 Raleigh House, Dolphin Square, London SW1V 3NR, UK

TERMS AND CONDITIONS

GGI, and its associated trading organisations GGI Development and Research LLP, Good Governance Ltd and GGI Ltd, work to provide a quality service to all who engage us in their work. Our terms and conditions explain our expectations of clients and the terms under which we are engaged. We hope that these are a clear guide to our trading terms and conditions and that you will consider these fair and sensible.

Upon engagement, we will provide a brief written understanding of the assignment we have been engaged in and our role in this. If this is not correct you must in writing correct any misassumptions. This is termed a statement of works (SoW). The SoW outlines in further detail our terms and conditions and constitutes your contract for our work with you. We ask that you read this carefully and ask for any clarifications at the earliest possible moment. For each work assignment, you will be assigned a lead director to oversee that work. If there are any problems with the work this individual should be approached at the earliest possible stage. Should your issues not be resolved please then write to another Director with full details of your concerns.

Our staff work to high confidentiality standards and we will not release specific information about our clients except with their permission or if required to do so under the law. Our practice is to archive and later destroy all papers we hold after the conclusion of an assignment. Often, we will have had access to internal business details of your organisation and will have been given copies of documents such as your risk register, board assurance framework, personal development plans, etc. Because project documents will ultimately be destroyed we ask that any questions you have about an assignment with us are raised prior to the formal conclusion to the work. You are required that you keep all commercial information relating to GGI confidential and that you do not share commercial details, such as our fee rates, with others. We would, however, like to share summary details of our work with you with others and this would usually include naming your organisation. If you would prefer us not to do this we would ask that you let us know prior to the commencement of nay work.

Our fee rate is usually expressed in terms of a day rate. Expenses are specified in addition. VAT at the current rate is added to all invoices.

We attempt to minimise the time costs associated with contract administration and invoice settlement. Chasing late payments and lack of clarity around invoicing arrangements can be frustrating and time-consuming, and so we ask you to advise us in advance of any special requirements you have around this. If you operate a purchase order system it is your responsibility as client to arrange this and to ensure that this is with GGI, Good Governance Development and Research LLP or GGI Ltd at this stage. We will not accept the late issue of a purchase order as a reason for the late payment of an invoice. You should let us know in advance your arrangements for accepting invoices and any special requirements such as the inclusion of a purchase order number or supplier identification code. We invoice on a monthly basis and charge expenses at cost. Usually, we invoice 50% of the total contract value on commencement of our programme of work with you recognising the value of the knowledge, tools and techniques which GGI deploys during our work. Our terms of trading are for full settlement within 14 days. Late payment of fees will incur an administrative fee that is specified in the SoW. If you require copies of receipts for out of pocket expenses you should specify this in advance. If you do not do this and later require copies of receipts there may be an administrative charge for this as we ourselves are charged for hunting out paperwork by our accountancy provider. The rate for this is £50 per hour. We are sometimes unable to provide receipts for bus and underground travel in London as these are often paid by Oyster card. All our expense receipts are scrutinised by an independent accountancy services provider.

Should a client wish to terminate an agreement with GGI, GGI Development and Research LLP or GGI Ltd then the full project fee concerned is immediately payable. GGI Development and Research LLP and GGI Ltd reserves the right to withdraw services at any time without explanation and fees and expenses due at that time become immediately payable to us.

The copyright to all materials produced from our assignments remains with GGI Ltd unless otherwise specified under particular written agreements with a client.

The limit of any liability for any work undertaken by GGI Development and Research LLP and GGI Ltd is limited to the agreed fee for the project concerned. GGI Development and Research LLP and GGI Ltd carry professional indemnity insurance.

We aim to keep all out of pocket expenses at a reasonable minimum cost. We calculate subsistence at a flat rate of £35.00 per day when assignments or meetings require us to be away from our home bases for more than five hours or at actual cost at our discretion. For staff who are not resident in London overnight accommodation in London is charged at a rate of £150.00 London overnight allowance or at cost of accommodation, whichever is greater. We usually aim to use the Royal Society of Medicine or GGI rented accommodation (rate £150 per night), or if these options are unavailable then we source appropriate central London accommodation.

The security and wellbeing of our staff and associates are paramount, as is the value for money we offer clients. We also support a good environmental practice. We will always attempt to ensure our travel arrangements use public transport at the most favourable rates possible. In order that our staff may work during travel (and always have a seat) we leave the class of travel to the discretion of our staff. Where ever possible, we pre-book tickets in advance to reduce the end costs of travel. For health and safety reasons, when our staff are either carrying heavy bags, during inclement weather, at night or where a journey is complex, we would expect our staff to use a licensed taxi as an alternative to other forms of public transport.

Our policy for hotels is that they are in a safe area of town, provide adequate facilities (such as Wi-Fi and meals should there be a late arrival) and given the significant number nights travelled by staff that hotels are a reasonable quality and comfort. We also take into account whether there is the need for hotel facilities for private meetings should that be required. For this meeting, the hotels we use may not have the cheapest night rates, but as a package overall provide the services, security and comfort we require for our staff to undertake high-quality professional work. Our usual benchmark for hotel accommodation is a Malmaison Hotel or similar.

Clients undertake not to solicit for employment or separate consultancy work any staff or associates of GGI Development and Research LLP or GGI Limited. If evidence of this comes to light we reserve the right to make charges to the client of equivalent to 100 days at the fee rate applicable to that staff member or associate, plus VAT. Clients also undertake to keep all fee rates, any other commercial details and all details around the management of the programme of work with GGI Development and Research LLP or GGI Limited strictly confidential.

If you require further details of our terms and conditions please contact [email protected]

CODE OF ETHICAL PRACTICE

As part of how we work, GGI developed this Code of Ethical Practice.

The purpose of this policy, which outlines our approach to ethical practice, is to help the Good Governance Institute maintain professionalism and adhere to high ethical standards as we provide services to clients, and in dealings with colleagues, competitors and the public. This applies to both the Good Governance Institute and to any organisation or individual acting on behalf of GGI.

GGI’s commitment to our clients

GGI will:

• strive to serve clients with integrity, competence, independence, objectivity, and professionalism
• mutually establish with client’s realistic expectations of the benefits and results of our services
• provide our services in accordance with relevant laws, regulations and technical standards
• maintain an appropriate level of professional expertise by continually developing knowledge, skills and generally advancing governance thinking
• only accept assignments for which GGI possesses the requisite experience and competence to perform, and will only assign staff, associates or engage colleagues with the knowledge and expertise needed to serve the client effectively
• before accepting any engagement, ensure that we have worked with the client to establish a mutual understanding of the objectives, scope, work plan and fee arrangements
• recognise and communicate professional limitations or other constraints that would preclude responsible judgment or successful performance of an activity
• treat appropriately all confidential client information that is not public knowledge, take reasonable steps to prevent it from access by unauthorised people, and will not take advantage of proprietary or privileged information, either for use by GGI, the client, or another client, without permission
• avoid conflicts of interest or the appearance of such and will immediately disclose to the client circumstances or interests that GGI believes may influence judgment or objectivity
• offer to withdraw from a consulting assignment should we believe our objectivity or integrity may be impaired
• refrain from inviting an employee of an active or inactive client to consider alternative employment without prior discussion with the client
• continually seek feedback from those we work with in order to continually improve and refine the work of GGI

GGI’s commitment to fiscal integrity and anti-corruption

GGI will:

• agree in advance with a client the basis for fees and expenses and will charge fees that are reasonable and commensurate with the services delivered and the responsibility accepted
• not accept commissions, remuneration, or other benefits from a third party in connection with the recommendations to a client without that client’s prior knowledge and consent, and will disclose in advance any financial interests in goods or services that form part of such recommendations
• keep confidential details of any bids and tenders we are party to
• advertise on our website all organisations with which we have a commercial relationship
• never provide financial inducements to those in public office in expectation of receiving business, and to record and make available if requested any instances where hospitality or quasi-hospitality is offered to those in public office (GGI discussion diners, for example)
• not allow our objectivity to be affected by offers of further work or remuneration GGI staff and any GGI associates while on GGI business will declare any hospitality provided or received to our compliance officer.

GGI’s commitment to the public and colleague organisations

GGI will:

• report to appropriate authorities within or external to the client organisation any occurrences of malfeasance, dangerous behaviour or illegal activities. In particular, we will report any instances where we believe patient safety or welfare is at risk, or where we believe we have identified where staff may be at risk, such as the detection of systematic bullying
• respect the rights of consulting and research colleagues and consulting and research firms and will not use their proprietary information or methodologies without permission
• represent colleague consultancy and research organisations with integrity and professionalism in GGI relations with clients, colleagues and the general public
• ensure that any advertising or promotional work carried out by GGI is accurate and does not misrepresent either GGI or the services we provide
• support the ethical statements and requirements of partners and clients: the ABPI Code of Practice, for example
• follow industry-appropriate guidelines when working with service users or patients, or individual staff
• ensure confidentiality (unless mitigated by a safety or safeguarding concern as described as above), taking care not to without intention coerce or put under pressure those we work with
• be clear, with those we work with, about the level of confidentiality we are able to afford them and the circumstances in which we would need to pass information on
• respect the responsibility both to safeguard the proper interests of those involved in or affected by our work and to report findings accurately and truthfully. GGI will always consider the effects of involving individuals in our work and the consequences of our work or its misuse for those we involve
• explain in appropriate detail and in terms meaningful to individuals we work with what the work assignment concerned is about, who is undertaking and financing it, why it is being undertaken and how it is to be disseminated and used
• seek to always make those we work with aware of their right to refuse participation whenever and for whatever reason they wish and to understand how far they will be afforded anonymity and confidentiality. Those we work with are able to reject the use of data-gathering devices such as tape recorders and video cameras
• to only pass over to the client details of individuals involved in our work with express permission. This particularly includes passing over details that may be used for non-research or evaluation uses, such as marketing and promote

Compliance process for this ethical statement

GGI seeks to ensure compliance with this ethical statement by:

• making the GGI Code of Ethical Practice available to all staff, associates, clients and the wider community
• requiring all clients, associates and sub-contractors to sign/confirm our ethical statement
• providing regular reminders and updates on our ethical statement to all working on GGI’s behalf
• each year, providing a report to the GGI board around compliance with the GGI ethical statement

Our Compliance Officer is Stephen McCulloch

Anyone seeking to report a breach of this ethical statement should email [email protected] who will ensure that any such concern is investigated.

GGI’s Commercial Partners

As part of this Code GGI identifies the organisations with which we hold commercial arrangements. Our clients are listed elsewhere on this website. In addition, GGI works with the following companies to whom we sub-contract out some of our administrative and other business functions:

Our procurement collaboration with In-Form Solutions

To devote as much of our time and resource as possible to our mission and client work, and to ensure our services are accessible to the broadest range of organisations, we work in partnership with In-Form Solutions.

We collaborate with In-Form Solutions to identify opportunities through the frameworks they are accredited on and enhance our offer to clients by sharing resources and expertise to improve our capacity and capability.

This means that clients interested in procuring our services can do so through these frameworks, offering a wide range of UK Government compliant options.

In-Form Solutions are public sector consultancy with particular expertise in NHS and local government, to whom they provide a diverse range of specialist services from finance through to procurement.

Our partnership with In-Form Solutions enables us to offer our governance expertise to a greater number of organisations through their network of clients and frameworks. As they are ISO9001-2015 quality assured, NHS Information Governance compliant through the DSP Toolkit, as well Cyber Essentials Plus accredited, we are assured that there are robust systems in place to ensure effective outcomes for clients.

The framework agreements that In-Form are currently accredited on are: DOS4, NHS England - HSSF, G Cloud 12, SCW Dynamic Purchasing System, NEPRO, Bloom, Welsh Office, North of England Commercial Procurement Collaborative and NHS Shared Business Services (SBS), as well as the Governments of Gibraltar and Jersey.

Admin Saint

Who support GGI with a range of administrative, secretarial and research support functions including website support

Centrix Solutions Limited

Who undertake bookkeeping and financial administration for GGI

Mark Gardner

Who supports GGI with HR advice

Fathom Communications Ltd

Who support GGI with the hosting and maintenance of the GGI website.

The GGI accountants are RSM LLP and GGI’s bankers are Drummonds, which is part of the Royal Bank of Scotland plc.

As described in the organisational status section of this website, GGI’s commercial work is undertaken by GGI Development and Research LLP and GGI Limited. GGI Development and Research LLP and GGI Limited, in turn, sub-contracts out elements of their work to specialist associates who work independently and on a project-by-project basis with GGI Development and Research LLP or GGI Limited (either as their companies or as sole traders). Any individual identified as an ‘associate’ operates independently and is not a staff member of GGI. They are bound, however, for their work with GGI by our Code of Ethical Practice.

LEGAL

This agreement applies as between you, the User of this Web Site and GGI, the owner(s) of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.

1. Definitions and interpretation

In this Agreement the following terms shall have the following meanings:

“Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;

“GGI” means Good Governance Institute, GGI Development and Research LLP GGI Ltd

“Service” means collectively any online facilities, tools, services or information that GGI makes available through the Web Site either now or in the future;

“System” means any online communications infrastructure that GGI makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

“User” / “Users” means any third party that accesses the Web Site and is not employed by GGI and acting in the course of their employment; and

“Web Site” means the website that you are currently using (www.good-goverance.org.uk) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Intellectual Property

2.1 All Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of GGI, our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other relevant laws.

2.2 Subject to sub-clause 2.3 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by GGI.

2.3 Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

3. Links to other web sites

This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of GGI or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

4. Links to this web site

Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site www.good-governance.org.uk without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission in writing. To find out more please contact us by email at [email protected].

5. Privacy

Use of the Web Site is also governed by our https://www.good-governance.org..., which is incorporated into these terms and conditions by this reference. To view the privacy policy, please click on the link above.

6. Disclaimers

6.1 GGI makes no warranty or representation that the web site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service.

6.2 No part of this web site is intended to constitute advice and the content of this web site should not be relied upon when making any decisions or taking any action of any kind, except for the commercial section around our terms and conditions.

7. Availability of the web site

The service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

GGI accepts no liability for any disruption or non-availability of the web site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

8. Limitation of liability

8.1 To the maximum extent permitted by law, GGI accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the web site or any information contained therein. Users should be aware that they use the web site and its content at their own risk.

8.2 Nothing in these terms and conditions excludes or restricts GGI’s liability for death or personal injury resulting from any negligence or fraud on the part of GGI.

8.3 Every effort has been made to ensure that these terms and conditions adhere strictly to the relevant provisions of the Unfair Contract Terms Act 1977. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

9. No waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

10. Previous terms and conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

11. Notices

All notices / communications shall be given to us either by post to our premises at:

704 Raleigh House, Dolphin Square, London SW1V 3NR, UK

or by email to [email protected]

Such notice will be deemed received three days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

12. Law and jurisdiction

These terms and conditions and the relationship between you and GGI shall be governed by and construed in accordance with the Law of England and Wales and GGI and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.