TERMS AND CONDITIONS
2. The Website
2.1 M A SPOONER LTD provides this Website to you on the basis of these Terms. These Terms may be updated by M A SPOONER LTD from time to time by posting the updated Terms on the Website without prior notification to you. When you access the Website at any time in the future, such updated Terms then in force shall apply. You should check the Terms for updates each time you access the Website.
2.2 M A SPOONER LTD may update and change our website from time to time to reflect our users’ needs and our business priorities.
2.3 The Website is provided to you at no extra charge. We do not guarantee that the Website will always be available or be uninterrupted. We may suspend or restrict the availability of all or any part of the Website for business or operational reasons. Any business coaching, advice and support provided to you is for information and guidance purposes only. M A SPOONER LTD reserves the right to make changes to the Website at any time; or not to reply to any queries; or not provide business coaching, advice and support in connection with the Website.
2.4 M A SPOONER LTD reserves the right to decline or cancel a website registration or account at any time. You are also responsible for ensuring that all people who access the Website through your internet connection are aware of these Terms and that they comply with these terms.
2.5 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our website security procedures, you must treat such information as confidential. You must not disclose it to any third party.
2.6 Although we make reasonable efforts to update the information on our website, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
2.7 We are not responsible for websites we link to, and we have no control over the contents of those sites or resources. Where our website contains links to other sites and resources provided by third parties, these links are provided for your information and guidance only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them, and it is your responsibility to review any terms and conditions for any linked websites.
2.8 This Website may include information and materials supplied by third parties (including M A Spooner Ltd and our partners). This information and these materials have not been verified for accuracy or completeness, nor have they been endorsed or approved by M A SPOONER LTD. The views expressed by third parties on our Website do not necessarily represent our views or values.
3. Availability of goods and services
3.1 Goods and services available for purchase on the Website are provided by M A Spooner Ltd and our partners.
3.2 It is your responsibility to review and accept the terms and conditions of M A Spooner Ltd and our partners before purchasing any goods and/or services from M A Spooner Ltd and our partners.M A Spooner Ltd accepts no liability arising from the supply or provision of - any such goods and/or services by M A Spooner Ltd and our partners.
3.3 You will need to contact the partner directly for any questions, complaints about the supply of any goods and services. Uncluding the cancelation or amendment of any bookings in connection with the supply or provision of goods and/or services.
This includes pandemic.
4. Limitation of liability
Whether you are a consumer or a business user
4.1 Nothing in the Terms shall limit our liability for: (The provision business and management services,) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) to the extent it cannot be excluded or limited under applicable law.
4.2 We are not liable for any losses, or any failure or delay in the performance of any obligations under these Terms, due to any actions beyond our control including, but not limited to, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, loss or malfunctions or utilities, communications or computer (software and hardware) services.
If you are a consumer
4.3 We are responsible for the loss or damage you suffer, which is a foreseeable result of our breaking our contract with you or our failing to use reasonable care and skill. Loss or damage is foreseeable when it is obvious that it will happen.
4.4 We are not liable for business losses. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
If you are a business user
4.5 We exclude all implied conditions, warranties, representations, or other terms that may apply to our Website or any content on it.
4.6 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, our Website or (ii) use of or reliance on any content displayed on our Website.
5. Use
5.1 All material on the Website is the property of M A SPOONER LTD and/or its license and is protected by copyright and other intellectual property rights. You are authorised to view and download the materials for your personal, commercial use only.
5.2 M A SPOONER LTD reserves the right to at any time prevent you from using the Website.
5.3 We will only use your personal information as set out in our privacy policy on the M A Spooner Ltd website.
5.4 You are responsible for configuring your information technology, computer programs and platform to access our site. You should use your own virus protection software. We do not guarantee that our Website will be secure or free from bugs or viruses.
5.5 You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
6. Linking to our Website
6.1 You may link to the home page of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
6.2 You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.
6.3 You must not establish a link to our site in any website that is not owned by you.
6.4 Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page without our written permission.
6.5 We reserve the right to withdraw linking permission without notice.
7. General Terms
7.1 Nobody else has any rights under the Terms. The terms are between you and us. The Terms are between you and us. No other person shall have any rights to enforce any of its terms.
PROFESSIONAL CODE OF PRACTICE
M A Spooner Ltd is committed to the highest standard of professional practice, and we have produced a professional code of practice which is summarised below.
With this comes the obligation to maintain the highest standards of integrity and competence in line with the regulations issued by the Institute of Consulting.
Intention
This Professional Code of Practice is a statement of Company Policy and is binding on all staff and will be considered as part of monthly performance appraisal meetings as guidance.
Principle 1: Client First
All staff are required to use their professional judgement and best endeavours to promote our Clients welfare and economic benefit when discharging their responsibilities to Clients.
We will act with courtesy and consideration towards our clients. This principle is about providing an excellent standard of service, which takes into account the individual needs and circumstances of each Client, including providing them with the information to make informed decisions about the services they need, how these will be delivered and how much they will cost.
Principle 2: Integrity
We will avoid any action or situation that is inconsistent with the Company's professional or contractual obligations or anything which in any way might be seen to impair the Company's integrity.
In formulating advice, recommendations, and solutions, we will be guided by its objective view, or the merits of any recommendations based solely on factual evidence, research, experience and expertise independent of any bias, unfounded or subjective views that could distort the outcome of any engagement or project.
Principle 3: Consultation
We will consult Clients at key stages of the development of a project, case or programme, in order to ensure that the Client's views and opinions inform the design of any product, service or solution.
We will specify at the beginning of any engagement or project, the purpose and the terms of reference that clarify how the relationship and lines of communication are to be developed, and we will always produce an agreed Delivery or Project Plan to form the basis of targets and outputs that enable progress and the Company's performance to be measured during all engagements.
Principle 4: Consistency
We will strive to adopt a common approach to the collection, collation and verification of information and establishing method statements that prescribe the processes and activities that underpin the Company's core Services.
Principle 5: Fairness
We aim to ensure that a balanced and fair result is achieved as a consequence of the engagement and will strive to build productive relationships to the benefit of all parties.
We recognise that diversity is an asset, and our staff will not unlawfully discriminate in respect of race, gender, disability, age, sexual orientation, social class, religion or belief.
Principle 6: Confidentiality
The Company will hold all information concerning the affairs of Clients in the strictest confidence and will not disclose proprietary information obtained during the course of the engagement.
Principle 7: Accountability
We encourage our clients to take responsibility for their actions, decisions and work commitments, ensuring that deadlines are met and agreed work is completed to a required standard.
We will be as open as possible about all the decisions and actions that we take, and we will give reasons for our decisions and restrict information only when there is a legal requirement.
Breaches of the Code
We will promote and support these principles by taking the initiative and through leading by example in terms of our behaviour, conduct, decisions, attitudes and practice.
Where the performance and conduct of employees or subcontractors breaches this Code, or behaviour which discredits the Company's professional reputation, image and standing amongst its Clients will be subject to severe sanctions under the Company's Disciplinary Policy.
The Company subjects itself to external inspection from regulators in relation to satisfying the needs of any Clients in receipt of any of its Services.
This professional code is also underpinned by £500,000 Professional Indemnity Insurance (Details can be supplied to our Clients on request or as part of tender information).
8. APPOINTMENT
With effect from the date of these Terms & Conditions the Consultant, M A Spooner Ltd is appointed to support the client to deliver the proposal, quotation, brief or specification attached to these Terms & Conditions unless these Terms & Conditions are terminated by either party serving not less than one month’s notice in writing on the other.
9. DUTIES
The Consultant agrees:
To use reasonable care, skill, and his/her best endeavours to perform the services identified in the proposal, brief, quotation, or specification under these Terms & Conditions but time will not be of the essence in the performance of these obligations, as they are subject to working with the client to deliver the outcomes of the project or factors outside of the control of the Consultant.
To ensure all services provided by the Consultant to the Client are guided by M A Spooner Ltd’s Professional Code of Practice and these principles should be considered by the Client in conjunction with these Terms of Business.
To undertake and provide the Services in accordance with any deadline set by the Client.
To manage and carry out the Services in an expert and diligent manner and to provide his/her services to the best of his/her commercial, technical, and creative skills.
To the best of his/her ability, promptly and faithfully to comply with and observe all legal or regulatory obligations in UK Law.
Not to undertake any additional activities or accept other engagements which lead or might lead to any conflict of interest between the Consultant and the best interests of the Client during his/her appointment.
To delegate the performance of his/her Services to such suitably qualified and experienced personnel as The Consultant may from time to time deem appropriate if he/her is unable at any time to perform his/her services due to circumstances beyond his/her control.
To keep the Client informed of progress on the Services in which they are engaged and should produce written reports on the same from time to time when requested by the Client. While the Consultant’s method of working is entirely their own and they are not subject to the control of the Client, they shall nevertheless comply with this and any other reasonable requests of the Client.
10. SERVICES AND PROGRAMMES
The Consultant shall provide the Services and Programmes to the Client by using his/her best endeavours and all reasonable steps will be taken to meet any performance targets for the Services outlined in the Quotation, Specification or Proposal and we commit to working on behalf of our Clients in order to advance their best interest, economic welfare and encourage them to take responsibility for their future success.
These performance targets shall be estimates only and time shall not be of the essence for the performance of the Services, unless specified as a deadline in this Terms & Conditions.
The Services and Programmes outlined in the Quotation, Specification or Proposal include advice, information, guidance, planning and the attendance at any meeting, forum, or event on behalf of the Client or delivered to the Client as set out in the Quotation, Specification, Proposal, or other similar document provided to the Client.
When we formulate advice, recommendations, and solutions; deliver training, seminars, and workshops; write Strategies and Business plans; and produce Reports, Discussion papers and online content, we will be guided by our objective view based solely on factual evidence; academic theories; research; and our expertise, independent of any bias, unfounded or subjective opinion that could distort the outcome of any engagement.
We will take steps to avoid any action or situation that is inconsistent with the Consultant's professional or contractual obligations; or anything which in any way might be seen to impair the Consultant's judgment or integrity; or damage the reputation of the Consultant and Client.
The Consultant will hold all information concerning the affairs of our Clients in the strictest confidence and will not disclose proprietary information obtained during the engagement and will only disclose at the earliest opportunity any special relationships, circumstances or business interests which might influence, prevent, or harm our ability to serve our clients.
The Consultant is committed to adopting a common approach to the collection, collation and verification of information and establishing method statements that prescribe the processes and activities that underpin the Consultant’s core Services and Programmes. Regular assessments of the quality and application of these method statements will be undertaken to ensure that they are updated in line with best practice and latest research evidence.
The Consultant will at all times treat its Clients with respect and ensure that a balanced and fair result is achieved as a consequence of the engagement and will strive to build productive relationships to the benefit of all parties; and the Consultant will act in a manner which recognises diversity as an asset and does not unlawfully discriminate in respect of race, gender, disability, age, sexual orientation, social class, religion, and belief.
The Consultant shall have the right to make any changes to the Services and Programmes which are necessary to comply with any applicable law, safety requirement or unavoidable restriction which do not materially affect the nature or quality of the Services or Programmes to be delivered, and the Consultant shall notify the Client by email of any changes proposed.
The provision of Services and Programmes are Recommendations and Options ONLY, given to the Client for Decision and the Client is responsible for all decisions arising out of any recommendations and options received.
The Consultant, unless otherwise agreed, is solely responsible for providing the Services and Programmes and work will only be sub-contracted where necessary and with the prior consent of the Client.
In the event that a conflict of interest arises, or potential conflict of interest is likely to arise during the provision of the Services and Programmes, the Consultant will disclose the same to the Client and endeavour to resolve any conflict, failing which, the Consultant will:
(a) continue to provide the Service in question with the consent of the Client or
(b) withdraw from the Terms & Conditions of such terms agreed between the parties
The Consultant will ensure that the Client is kept fully informed about the progress of the engagement and care will be taken to display courtesy, respect, and professional conduct in all our interactions during the assignment, encouraging the Client to provide feedback on the performance or delivery of any Services and Programmes.
In publicising work or making representations to our Clients, we will ensure that the information given is factual and relevant and is neither misleading nor unfair to others.
11. ACCEPTANCE
Delivery of our Services and Programmes shall be arranged in conjunction with the Client to achieve the most efficient and effective solution for the Client, ensuring that their needs are met in a timely manner.
The provision of our Services and Programmes can be in any format including Digital/online; postal/email; face to face in a meeting or training session; and by Telephone.
The Client shall make all arrangements necessary to take delivery of any Product, Services or Programmes on the day notified to the Client by the Consultant.
The Consultant undertakes to use his/her reasonable endeavours to despatch the Product Services or Programmes on an agreed delivery date, subject to any exceptions set out in these Terms & Conditions.
The Client shall be deemed to have accepted the Product, Services or Programmes [2] days after delivery if it is a Product or on the same day for all other Services or Programmes.
The Client is responsible for carrying out a thorough inspection of the Product, Services or Programmes within [7] days and give notice in writing to the Consultant, if they discover that some or all of the Product, Services or Programmes is defective or do not comply with the Warrantee below.
The Client must return the Product or register a complaint to the Consultant at the Client's own cost and the Consultant shall, at its option, repair or replace any Product, Services or Programmes that is defective and may refund the price of such defective parts of the Product, Services or Programmes, excluding the advanced fee or Services already signed off or received by the Client as satisfactory.
This Terms & Conditions covers all orders for Products, Services, Programmes, Training or Research Reports offered to the Client and acceptance shall be deemed to be made by the Client, when the Consultant receives an email confirming Acceptance of the Quotation, Specification, Proposal, or completion of the Business Needs Diagnostic Assessment.
Acceptance can also be undertaken by telephone or any other reasonable means, provided that a record can be documented.
The Client's acceptance of these Terms & Conditions authorises the Consultant to start work on the project/assignment as expressed in the Service Plan attached to these Terms & Conditions after the Advanced Payment has been received.
12. PAYMENT AND FEES
Fees charged for the Consultant's Services and Programmes are based on a minimum hourly rate of £65.00 per hour and a written estimate of the amount to be charged will be provided to the Client as part of an agreed Quotation, Specification or Proposal.
Any variation in this minimum hourly rate will be based on the complexity and risk of activities contained in, or as a result of the design of the Project/Assignment, Services or Programmes and it will be clearly outlined in the Quotation, Specification or Proposal, where this is applicable.
A minimum Advanced Fee is charged in the range of (11% - 25%) of the Total Costs of the agreed work and it is payable in advance prior to the start of the Service and Programme, including any Assignment/Project/provision in question.
The outstanding balance of the fee is payable in monthly tranches spread equally over the life of the likely period of the Services and Programme and Advance fees are non-refundable.
Contract values under £500 must be paid in full in advance of the commencement date of any Project, Assignment, Services or Programmes.
In addition to the fees, the Client will be liable to pay for any disbursements incurred by the Consultant on their behalf and the details of such disbursements will be notified to the Client ahead where possible, and their approval sought prior to incurring the same unless this proves impractical.
An invoice will be given to the Client for each payment received and/or on a monthly basis or at such times as the Client requires.
No cancellation charge will be executed if the reason for cancellation is related to an emergency or economic change in the circumstances outside of the Client’s control. An additional cancellation charge for the full outstanding work will be payable by the Client of 50% of the total Contract Value excluding advance fee, where the Consultant has received a signed Quotation, Specification or Proposal and where the Client has indicated that they wish to cancel before the end of the contracted period.
VAT, where applicable at the prevailing rate, will be added to all Fees, Payments or Disbursements (where the Consultant is registered for VAT).
Failure to pay any fee will result in a Late Payment Fee being charged including Interest on overdue balances which will accrue daily from the date when the payment becomes due, at the rate of 15% above the base rate of Nat West Bank PLC from time to time and such interest shall also accrue after or before any court action/judgment.
The Client shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Consultant.
The Consultant also reserves the right to suspend provision of any Services and Programmes, for so long as any payment remains outstanding.
13. CONFIDENTIALITY
The Consultant hereby agrees that during the course of his/her appointment under this Terms & Conditions, the Consultant is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Client and those of the Client’s clients, customers and Consultant details of which are not in the public domain Confidential Information, including in particular brand, letters, Patents Trademarks whether registered or unregistered, registered or unregistered designs, utility models, Copyrights including Design Copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research or academic effort relating to any of the above mentioned business names whether registered or not, moral rights and any similar rights in any country, or confidential information any trade secrets, secret manufacturing processes or other confidential information, trademarks, business models, training materials, strategies, policies, relating to the business, its Clients or any other person who the company deals with and accordingly the Consultant hereby undertakes to and covenants with the Client that:
The Consultant shall not use the Confidential Information other than during the continuation of these Terms & Conditions and in connection with the provision of the Consultant’s Services.
The Consultant shall not at any time after the date of this Terms & Conditions (save as required by law) disclose or divulge to any person other than to officers or employees of the Client and the Consultant shall use his/her best endeavors to prevent the publication or disclosure of any Confidential Information by any other person.
The restrictions set out in this Clause shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Consultant.
14. CLIENT’S OBLIGATIONS
The Client shall:
Ensure that the terms of the Quotation, Specification or Proposal are complete and accurate.
Co-operate with the Consultant in all matters relating to the provision of any Services and Programmes.
Provide the Consultant, its employees, agents, and sub-contractors with access to the Client's business as reasonably required by the Consultant to provide the Services or Programmes.
Provide the Consultant with such information and materials as the Consultant may reasonably require supplying the Services or Programmes and ensure that such information is accurate in all material respects.
Obtain and maintain all necessary licences, permissions and consents which may be required for the Services and Programmes before the date on which the Terms & Conditions (or the activities) are to start.
Keep and maintain all materials, equipment, documents, and other property of the Consultant (Consultant Materials) at the Client's premises/systems in safe custody at its own risk, maintain the Consultant Materials in good condition until returned to the Consultant, and not dispose of or use the Consultant Materials other than in accordance with the Consultant's written instructions or authorisation.
Provide the Consultant with access to or make use of the Client’s premises, facilities, or administration to enable the Consultant to deliver the Services and Programmes, including Training Room, Meeting Rooms, or location of Client's staff where relevant.
Take responsibility to ensure that any staff attend any training sessions, meetings or events commissioned to be delivered by the Consultant as part of these Terms & Conditions.
To pay all fees, payments, or disbursements in line with the terms and conditions of this Terms & Conditions on any due date arranged between both parties.
If the Consultant's performance or any of its obligations in respect of the Services and Programmes is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): the Consultant shall without limiting its other rights or remedies, have the right to suspend performance of the Services or Programmes until the Client resolves the Client Default, and the Client cannot rely on the Client Default to relieve it from the performance of any of its obligations to the extent that the Client Default prevents or delays the Consultant's performance of any of its obligations under this Terms & Conditions, the Consultant shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Consultant's failure or delay to perform any of its obligations as a result of the Client Default.
The Client shall reimburse the Consultant on written demand for any costs or losses sustained or incurred by the Consultant arising directly or indirectly from the Client Default.
The Client agrees to work in partnership with the Consultant and to provide ideas, knowledge, thinking and information as part of any strategic development process including any data analysis or report in the possession of the Client.
Upon the expiration or termination of his/her appointment under this Terms & Conditions for whatsoever cause, the Consultant shall forthwith deliver up to the Client or its authorized representative all its property, including all equipment, materials, tools, keys, swipe cards, credit cards, computer hardware and/or software, books, documents, account records and any other papers which may be in his/her possession, custody or control and which are the property of the Client or which otherwise relate in any way to the business or affairs of the Client and no copies of the same or any part thereof shall be retained by The Consultant, except when required by law, provided that all payments to the Consultant have been made.
The Consultant shall then (if required by the Client) make a declaration that the whole of the provisions of this clause have been complied with.
15. TERMINATION OF TERMS & CONDITIONS
The Consultant may terminate the Terms & Conditions forthwith it:
The Client is in breach of any of its obligations hereunder; or
The Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or
The Client has become bankrupt or shall be deemed unable to pay the Consultancy fee, its debts by virtue of Section 123 of the Insolvency Act 1986; or
The Client ceases or threatens to cease to carry on business or refuses to pay the Consultant’s fee after reasonable requests.
16. DELIVERY OF GOODS AND SERVICES
16.1 General Obligations
16.1.1 M A Spooner Ltd (“the Supplier”) shall deliver all goods and services (“Deliverables”) under any agreement with the client (“the Buyer”) in accordance with the following:
(a) Deliverables shall:
(i) Comply with the agreed scope of work, specifications, or descriptions provided (“Offered Deliverables”).
(ii) Be delivered to a professional standard.
(iii) Be executed with reasonable skill and care.
(iv) Be performed in accordance with Good Industry Practice.
(v) Adhere to the Supplier’s internal quality controls, where not inconsistent with this agreement.
(vi) Be provided in accordance with the dates or timeframes agreed in writing; and
(vii) Comply with all applicable laws and regulations.
(b) The Supplier shall provide a reasonable warranty period for all Deliverables, appropriate to their nature, to cover any obvious defects from the date of delivery.
(c) Where applicable, the Supplier shall assign to the Buyer the benefit of any third-party warranties or indemnities provided in respect of the Deliverables.
16.2 Delivery of Goods
16.2.1 Unless otherwise agreed in writing, the following terms shall apply to the supply of goods by the Supplier:
(a) All goods supplied must be new, or as new if recycled, unused, and of recent manufacture.
(b) Any applicable manufacturer warranties must be assignable to the Buyer upon request and without charge.
(c) Ownership of the goods shall transfer to the Buyer upon either full payment or delivery—whichever occurs first.
(d) Risk in the goods passes to the Buyer upon delivery. However, should the Buyer notify the Supplier of any damage within three (3) working days of delivery, risk shall remain with the Supplier.
(e) The Supplier warrants full and unrestricted title and ownership of the goods at the point of transfer.
(f) Goods must be delivered on the agreed delivery date and to the location specified by the Buyer, during normal working hours.
(g) The Supplier shall ensure that all goods are packaged securely and appropriately to prevent damage during transit.
(h) Each delivery must include a delivery note detailing the order number, type, and quantity of goods delivered.
(i) The Supplier shall provide any necessary tools, documentation, and instructions required by the Buyer to make full and effective use of the goods.
(j) The Supplier shall indemnify the Buyer for all costs associated with any product recall and must notify the Buyer of any actual or potential recalls promptly.
(k) The Buyer reserves the right to cancel any undelivered goods in part or in whole. Where less than fourteen (14) days' notice is given, the Buyer agrees to cover the Supplier’s reasonable, evidenced costs already incurred—subject to the Supplier having taken all reasonable steps to mitigate those costs.
(l) If the goods are found to be non-compliant with clause 4.2, the Supplier shall, at the Buyer’s request and cost-free, promptly repair, replace, refund or substitute the goods. Failure to do so entitles the Buyer to recover any associated costs, including those incurred through third-party remedies.
16.3 Delivery of Services
16.3.1 The following terms apply to the supply of services by the Supplier unless otherwise agreed in writing:
(a) Any delay in delivery of the services shall constitute a breach of contract.
(b) The Supplier shall fully co-operate with the Buyer and any appointed third parties in the course of service delivery, and ensure its personnel follow reasonable instructions from the Buyer.
(c) The Supplier shall provide, at its own risk and cost, all equipment, tools, and materials necessary for delivery of the services.
(d) Adequate resources, suitably experienced personnel, and appropriate technical capability shall be allocated by the Supplier to meet its contractual obligations.
(e) The Supplier shall use reasonable efforts to ensure its activities do not disrupt the Buyer’s business operations, staff, or other service providers.
(f) All services and related materials used in the course of delivery must be of satisfactory quality, free from defects, and suitable for their intended purpose.
(g) The Buyer reserves the right to withhold payment for any services not fully delivered or delivered only in part. Exercising this right shall not affect the Buyer’s entitlement to pursue other remedies under the contract.
17. EQUALITY, DIVERSITY AND HUMAN RIGHTS
Equality Diversity and Inclusion
17.1 M A Spooner Ltd must follow all applicable equality law when they perform their obligations under the Contract, including: protections against discrimination on the grounds of race, sex, gender reassignment, religion or belief, disability, sexual orientation, pregnancy, maternity, age or otherwise.
17.2 M A Spooner Ltd must take all necessary steps, and inform of the steps taken, to prevent anything that is considered to be unlawful discrimination by any court or tribunal, or the Equality and Human Rights Commission (or any successor organization) when working on the Contract