Leon Learning Partners Limited | Last updated 18 October 2026
1.1 Leon Learning Partners Limited is a company incorporated in Jersey with registered number 144959 (Leon).
1.2 These terms and conditions (T&Cs) apply to the Services Leon provides to the Client. In these T&Cs, the following definitions apply.
1.3 Agreement means any agreement, in any form, that incorporates these T&Cs and is made between Leon and the Client relating to the provision of the Services. This includes an agreement made by email.
1.4 Bankrupt means bankrupt within the meaning of Article 8 of the Interpretation (Jersey) Law 1954.
1.5 Business Day means any day on which retail banks are open in Jersey (not being a Saturday, Sunday, public or bank holiday).
1.6 Client means any person or persons with whom Leon has entered into an Agreement to provide Services, and includes the Client's appointees, officers and employees where the context requires.
1.7 Confidential Information means all personal data and information, however conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel or suppliers of either Party, together with all information derived from it, and any other information designated as confidential (whether or not marked as such) or which ought reasonably to be considered confidential. It includes Leon's proposals, the terms of the Agreement, the Course Materials and the LMS. It does not include information that is in the public domain.
1.8 Course means each course the Client has asked Leon to provide, as identified in the Agreement.
1.9 Course Materials means the Courses, any SCORM Files and any information Leon provides to accompany a Course, including reference packs, whether in hard copy, electronic or other form.
1.10 Data Protection Legislation means the Data Protection (Jersey) Law 2018 and all other applicable laws, orders and regulations relating to the processing of personal data and privacy, including, where applicable, guidance and codes of practice issued by the Jersey Office of the Information Commissioner.
1.11 Fees means the charges payable by the Client under the Agreement.
1.12 Force Majeure Event means any act, event, omission or circumstance beyond a Party's reasonable control that affects the performance of its obligations, including acts of God, riot, war or armed conflict, terrorism, acts of government, local government or regulatory bodies, fire, flood, storm, earthquake, disaster, epidemic, pandemic, power failure, failure of electronic systems and cyber attack.
1.13 Gross Negligence in relation to a person means a standard of misconduct adjudged by a court of law to be beyond negligence, whereby a person acts or fails to act with actual appreciation of an obvious, unacceptable risk involved, or acts or fails to act with serious disregard of or indifference to an obvious, unacceptable risk.
1.14 Insolvency Event means any of the following in relation to an entity:
(a) a declaration en désastre, a creditors' winding up or a winding up by the court in respect of the entity, or the entity being otherwise dissolved;
(b) the appointment of an administrator, receiver or administrative receiver, the making of an administration order, or an encumbrancer taking possession of or selling the whole or part of the entity's undertaking, assets, rights or revenue, in any jurisdiction where these procedures apply;
(c) the entity entering into an arrangement, compromise or composition with its creditors or any class of them, taking steps to obtain a moratorium, or applying to a court of competent jurisdiction for protection from its creditors;
(d) an entity incorporated or established in Jersey becoming Bankrupt; or
(e) any event analogous to any of the above in another jurisdiction,
but a resolution or court order to wind up the entity for the purpose of a genuine reconstruction or amalgamation is not an Insolvency Event.
1.15 Laws and Regulations means any applicable law, statute, bye-law, order, regulation, rule, order of court, code or similar in any jurisdiction, as amended, re-enacted or modified from time to time.
1.16 LMS means the web-based learning management system Leon provides for accessing the Courses.
1.17 Losses means any loss, cost, charge, expense, payment, interest, demand, claim, proceeding, suit, penalty, damages, legal fees, liability, obligation, detriment, adverse judgement, order or other sanction.
1.18 Party means a party to the Agreement, and Parties means both of them.
1.19 SCORM Files means files containing the Courses in SCORM format, provided by Leon for the Client to run on its own learning management system where the Agreement provides for this.
1.20 Services means the services agreed between Leon and the Client in the Agreement (or any subsequent supplemental agreement or communication) to which these T&Cs apply.
1.21 User means an individual nominated by the Client and given access to a Course, whether through the LMS or the Client's own learning management system.
1.22 To assist with the interpretation of these T&Cs and any Agreement:
(a) headings do not affect interpretation, and references to clauses are to clauses of these T&Cs unless the context requires otherwise;
(b) words denoting the singular include the plural and vice versa;
(c) a person includes any individual, company, firm, corporation, government, state or agency of a state, or any undertaking or organisation (whether or not having separate legal personality, and wherever incorporated or established);
(d) where masculine, feminine or other gender terms are used, they may be interpreted interchangeably;
(e) the words execution, signed and signature include electronic signatures, which have the same legal effect, validity and enforceability as a manually executed signature; and
(f) unless expressly provided otherwise, a reference to legislation or a legislative provision includes all subordinate legislation made from time to time and legislation as updated or amended from time to time.
2.1 These T&Cs apply to all Services provided by Leon or its directors, employees, contractors or delegates, and should be read together with the Agreement.
2.2 If there is any inconsistency between these T&Cs and the terms of the Agreement, the terms of the Agreement prevail.
2.3 Leon will provide, or arrange the provision of, the Services and has the power, authority and right to act in accordance with the Agreement.
2.4 Users may be asked to accept website terms when they create an account on, or sign in to, Leon's website or the LMS. As between Leon and the Client, the Agreement and these T&Cs take priority over any such terms.
3.1 Leon will provide the Services set out in the Agreement in line with its terms, and with reasonable care and skill.
3.2 Leon grants the Client a non-exclusive, non-transferable licence for its Users to access and use the Courses, Course Materials and LMS during the term of the Agreement or, where the Agreement provides for SCORM Files, to upload the SCORM Files to the Client's own learning management system and make them available to its Users during the term of the Agreement. In each case, the licence is solely for the internal training of the Client's own directors, officers and employees.
3.3 Any additional Services, Courses or Users must be agreed in writing (by email or letter). It remains at Leon's absolute discretion whether to agree to them.
3.4 Leon will provide the Client on request with any information relevant to the performance of its obligations under the Agreement and these T&Cs.
3.5 Leon will not suspend the Services unless it is entitled to terminate the Agreement under clause 16. Interruptions to the LMS are dealt with in clause 4.6.
4.1 References in these T&Cs to the LMS apply only where the Client's Users access the Courses through Leon's LMS.
4.2 The Client is responsible for nominating its Users and for making sure the number of Users does not exceed the maximum set out in the Agreement.
4.3 The Client must make sure its Users keep their log-in details confidential, do not share accounts, and use the Courses and LMS only as permitted by these T&Cs.
4.4 The Client is responsible for making sure its Users have the equipment, internet access and supported web browser needed to access the LMS, and that the Client's IT systems do not block access to it. Leon will provide details of the technical requirements on request.
4.5 The Client is responsible for keeping its own records of the training its Users have completed, including reports of progress, completion, acknowledgements and test results, for as long as it needs them to meet its obligations under Laws and Regulations. Where the Courses are delivered through the LMS, the Client can obtain these reports as set out in the Agreement or on request. Where the Client uses SCORM Files, its training records are held on its own learning management system. Leon deletes training records within 30 days after the Agreement ends, as set out in clause 16.6.
4.6 The LMS is provided by a third-party provider, which may carry out maintenance or upgrades, sometimes without notice to Leon. Leon will tell the Client about any planned maintenance or interruption it is made aware of, will use reasonable endeavours to help restore access, and will respond to support requests as soon as reasonably practicable. Leon does not control the LMS and does not guarantee that it will always be available or free from errors.
5.1 This clause 5 applies where the Agreement provides for SCORM Files.
5.2 The Client is responsible for its own learning management system, including hosting the SCORM Files, giving its Users access, technical compatibility and keeping its training records. Leon is not responsible for the performance or availability of the Client's learning management system.
5.3 Leon will provide updated SCORM Files whenever the Courses are refreshed or materially changed. The Client must replace earlier versions within the period set out in the Agreement, and Leon is not responsible for the content of out-of-date versions the Client continues to use.
5.4 The Client must not modify the SCORM Files, or copy, share or make them available to anyone outside its own organisation, other than keeping a backup copy for its own use.
5.5 When the Agreement ends, for any reason, the Client must stop using the SCORM Files, delete all copies from its systems and, if Leon asks, confirm in writing that it has done so.
5.6 Leon does not expect to process personal data about the Client's Users where the Client uses SCORM Files, as the Users' training records are held on the Client's own learning management system.
6.1 Leon may rely and act upon instructions given in writing (by email or letter) in a legible form, given or purportedly given by the Client or by any person Leon reasonably believes to be authorised to give instructions on the Client's behalf.
6.2 Leon is not obliged to take or omit to take any action under instructions where, in its opinion, it has doubts as to the authority of the person giving the instructions, or the instructions are not sufficiently clear or precise or do not contain enough information to allow Leon to comply with them.
6.3 Leon will not incur any liability for any action taken or not taken in good faith in reliance upon instructions, and the Client irrevocably indemnifies Leon, to the fullest extent permitted by law, against Losses suffered or incurred by Leon as a result of any action taken or not taken in good faith in reliance upon instructions.
6.4 In providing the Services, Leon may refuse to act, or to take or omit to take any action, which in its opinion:
(a) may be contrary to any Laws and Regulations;
(b) may be inconsistent with any duty owed by Leon to the Client; or
(c) would result in the risk of prosecution or other sanctions of any kind in any jurisdiction.
7.1 The Client undertakes that:
(a) it will provide Leon with all information, documents and data necessary for Leon to provide the Services, and that these will be complete, accurate and not misleading;
(b) it will make its personnel available to engage with Leon and provide timely feedback so that the Services can be delivered;
(c) no instructions will require any unlawful act to be undertaken by or on behalf of Leon; and
(d) it will neither cause nor permit anything to be done which will or is likely to impose any civil or criminal liability or penalty on Leon.
7.2 The Client acknowledges and accepts that:
(a) Leon will primarily communicate with the Client by email, and internet communications cannot be guaranteed to be secure or error-free as they may be intercepted, corrupted, lost, arrive late or contain viruses;
(b) the Services do not and will not include legal, investment or tax advice on the laws or regulations of any jurisdiction. Any Services provided, or discussions in the course of the Services, are for general information purposes only and may not be relied upon by the Client or any third party as legal, investment or tax advice;
(c) the Services are not to be regarded as evaluating or recommending a commercial decision or course of action. The determination and consequences of any course of action are entirely matters for the Client;
(d) Course content refers to the Laws and Regulations of the jurisdictions described in the Agreement in force at the time the Services are provided;
(e) the Client is responsible for ensuring that the Courses meet the training requirements that apply to it, including by reviewing the tailored Courses and any obligation mapping Leon provides, and remains responsible for meeting its own legal and regulatory obligations; and
(f) Leon does not guarantee that the Client or its Users will obtain any particular result, qualification, regulatory approval or employment from completing the Courses.
8.1 The Fees and any additional payment terms are set out in the Agreement.
8.2 In consideration of the performance of the Services, Leon will issue invoices and the Client will pay them in line with the Agreement and these T&Cs.
8.3 Invoices generally include all Fees up to the invoice date. Fees should be paid by bank transfer to Leon's nominated bank account. Leon does not accept payment by credit card or in cash.
8.4 Unless otherwise agreed in the Agreement, payment is due immediately. Leon may charge interest, from the invoice date, on any sums not paid within 30 days of the date of the relevant invoice at the rate of 8% per annum, and may recover all costs incurred in recovering unpaid amounts. If Leon instructs a debt collection agency to collect any debt owed by the Client, the Client must pay that agency's fees in relation to the collection of the debt.
8.5 The Fees are exclusive of any taxes, including Goods and Services Tax, which will be added at the prevailing rate where applicable and paid by the Client.
8.6 Fees paid are non-refundable, except as set out in the Agreement or clause 13.1.
9.1 Leon retains all existing and future intellectual property rights in the Courses, Course Materials, LMS, electronic course files, branding, trade marks, ideas, plans, inventions, systems and documents created in connection with the Services or adapted for use by the Client.
9.2 Nothing in the Agreement transfers Leon's intellectual property to the Client, save for the licence granted in clause 3.2.
9.3 Leon warrants that the Course Materials, other than any information or materials supplied by the Client, do not infringe the intellectual property rights of any third party. If a claim is made that they do, Leon may modify or replace the affected material so that it no longer infringes, without reducing the content of the Courses.
9.4 The Client must not copy, modify, reproduce, re-publish, sub-license, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without Leon's prior written permission.
9.5 Where Leon tailors a Course using the Client's information, documents (including those provided through Leon's course tailoring form) or branding, the Client grants Leon permission to use them for that purpose during the term of the Agreement. They remain the Client's Confidential Information.
10.1 Leon is committed to keeping Confidential Information confidential in accordance with these T&Cs.
10.2 Subject to clauses 10.6 and 10.7, Leon will not at any time disclose the Client's Confidential Information to any person.
10.3 Subject to clause 10.6, the Client will not at any time disclose to any person (other than its officers, employees, auditors, professional advisers and insurers on a need-to-know basis who are subject to similar standards of confidentiality), and will treat as confidential, any information regarding its engagement of Leon, including but not limited to fees, terms and Leon's business operations.
10.4 The Client must ensure that any Confidential Information provided to Leon has been provided legitimately and that there is a lawful basis under the Data Protection Legislation for providing it to Leon.
10.5 Subject to clause 11, and other than Client Personal Data, where Confidential Information includes personal data, the Client acknowledges that Leon may process that personal data in accordance with its privacy notice, available at leon.je/privacy.
10.6 Neither Party will disclose to any third party any Confidential Information of the other Party, unless:
(a) the disclosure is permitted by these T&Cs;
(b) the information is already in the public domain or known to the recipient (other than as a result of unauthorised or improper conduct by the recipient);
(c) disclosure is required under any Laws and Regulations, any order of a court with jurisdiction, or any direction, request or requirement of any governmental, regulatory or supervisory body;
(d) the disclosure is to any person Leon reasonably believes to be authorised or engaged by the Client, for example delegates or professional advisers who receive it under a duty of confidentiality;
(e) the disclosure is made in accordance with clause 10.10; or
(f) the disclosure is made with the consent of the other Party.
10.7 Leon may disclose Confidential Information for legitimate business purposes to service providers or agents who are subject to duties of confidentiality, such as employees, contractors, personal assistants, auditors, insurers, debt collectors, LMS providers and providers of computing facilities.
10.8 Leon may use the Client's contact details for client management and to tell the Client about Leon's services, in line with its privacy notice.
10.9 Leon may from time to time wish to refer to the Client as a client of Leon on its website, in publications or other marketing material, or on social media. Leon will obtain the Client's prior written consent before doing so, which may be given in the Agreement.
10.10 If Leon has suspicions of money laundering, terrorist financing, proliferation financing or sanctions evasion based on information obtained in the course of the Services, it may be necessary for Leon to report those suspicions to the relevant authorities. Such a report does not breach any duty of confidentiality, and Leon will not be liable for any Losses suffered as a result of any delay in providing the Services or its refusal to provide information about such a delay.
10.11 If any breach of the obligations in this clause 10 becomes a matter of public knowledge, the Party responsible will take reasonable steps to limit reputational damage to the affected Party.
10.12 The obligations in this clause 10 continue to apply after the Agreement ends, for whatever reason.
11.1 In this clause 11, Client Personal Data means the personal data of Users and other Client personnel that Leon processes on the Client's behalf in providing the Services, including User account information and learning records. The Client is the controller, and Leon is the processor, of Client Personal Data.
11.2 The subject matter of the processing is the provision of the Services. Its nature and purpose are hosting the Courses on the LMS, managing User accounts, recording progress, completion, acknowledgements and test results, reporting them to the Client, and tailoring the Courses. The processing continues for the term of the Agreement and until Client Personal Data is deleted under clause 16.6. The types of personal data are names, email addresses, log-in and technical data, and learning records (progress, completion, acknowledgements and test results) of Users, and the names, roles, contact details and any photographs of Client personnel included in course tailoring information. The categories of data subjects are the Client's Users and other Client personnel.
11.3 Leon will process Client Personal Data only to provide the Services and on the Client's documented instructions, which are set out in the Agreement and these T&Cs, unless Laws and Regulations require Leon to do otherwise. In that case, Leon will tell the Client before processing, unless the law prohibits it from doing so.
11.4 Leon will:
(a) make sure that anyone it authorises to process Client Personal Data is bound by a duty of confidentiality;
(b) take appropriate technical and organisational measures to protect Client Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
(c) taking into account the nature of the processing and the information available to it, assist the Client in responding to requests from Users exercising their rights under the Data Protection Legislation, and in meeting the Client's obligations on security, breach notification and data protection impact assessments;
(d) notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Client Personal Data;
(e) tell the Client immediately if, in its opinion, an instruction from the Client infringes the Data Protection Legislation;
(f) when the Agreement ends, return Client Personal Data to the Client by providing the final reports described in clause 16.6 and then delete it as set out in that clause, unless the Client asks Leon to delete it without providing reports, or Laws and Regulations require Leon to keep it; and
(g) make available to the Client the information reasonably necessary to demonstrate its compliance with this clause 11, and allow for and contribute to audits, including inspections, carried out by the Client or an auditor it appoints, on reasonable notice and at the Client's cost.
11.5 The Client authorises Leon to engage sub-processors, including its LMS provider and IT service providers, to process Client Personal Data. Leon will provide a list of its current sub-processors, and where they process data, on request. Leon will impose data protection obligations on each sub-processor equivalent to those in this clause 11, will remain responsible to the Client for their performance, and will tell the Client of any intended addition or replacement of a sub-processor, giving the Client the opportunity to object. If the Client objects on reasonable data protection grounds and the Parties cannot agree a solution, the Client may terminate the Agreement by written notice and receive a refund of the part of the annual fees that relates to the unexpired part of the year.
11.6 Leon may transfer Client Personal Data outside Jersey only where the transfer complies with the Data Protection Legislation.
11.7 The Client is responsible for making sure it has a lawful basis for providing Client Personal Data to Leon, and for giving its Users the information the Data Protection Legislation requires about the processing.
12.1 Without prejudice to the other provisions of this clause 12, and other than where liability cannot be excluded or limited by law, Leon's liability (including any liability for costs) for any Losses suffered directly or indirectly by the Client or any other person arising from or in connection with the Services is capped at the lower of:
(a) three times the Fees paid to Leon for the Services in the 12 months before the date of the event or incident giving rise to the claim; and
(b) the limit of any professional indemnity insurance Leon holds that applies to the claim. If Leon does not hold such insurance, the cap is the amount in paragraph (a).
The Parties agree that this is a reasonable limit on Leon's liability.
12.2 Leon will not be liable for any failure or delay in providing any Services as a result of circumstances beyond its control, including Force Majeure Events.
12.3 Leon will not be liable for any indirect or consequential loss, or for any loss of profit, business, goodwill or data, however it arises.
12.4 The Client will indemnify Leon (on a full indemnity basis) against any Losses arising from the Client's breach of the Agreement, any unauthorised use, copying, distribution, disclosure, misuse or modification of the Course Materials by the Client, its personnel, contractors or Users, or any third-party claim arising from information or materials the Client supplies, except where those Losses arise from Leon's fraud, wilful default or Gross Negligence.
12.5 The indemnity in clause 12.4 may be called upon in respect of claims, proceedings or demands whether or not Leon is a party to them.
12.6 Leon is not required to take any legal action on behalf of the Client unless it agrees to do so and is fully indemnified to its satisfaction against all related costs and liabilities. If the Client asks Leon, in any capacity, to take any action which in Leon's opinion may make it liable for the payment of money or liable in any other way, and Leon agrees, Leon must be indemnified in a form satisfactory to it before taking that action.
12.7 To the fullest extent permitted by law, all terms, conditions, warranties, undertakings and representations (whether express or implied by statute, common law, custom or otherwise) are excluded. Save as expressly set out in the Agreement or these T&Cs (including clause 3.1), Leon gives no warranties or representations in relation to the Services, including as to quality, compliance with description or the achievement of any particular outcome or result.
13.1 Leon may cancel or delay delivery of any Course or other part of the Services because of unforeseen circumstances or a Force Majeure Event. In that case, Leon will either reschedule delivery of the part of the Services not provided at no extra charge to the Client, or refund the Client for it.
14.1 If the Client wishes to make a complaint about Leon, it must notify Leon of the nature of the complaint in writing. The complaint will be dealt with by a director of Leon who was not involved in the matter complained about, or by an appropriate third party.
14.2 Leon will acknowledge the complaint within 5 Business Days of receipt.
14.3 Leon will keep the Client reasonably informed about the progress of the complaint, including details of any actions being taken to resolve it.
14.4 This clause does not affect either Party's legal rights under any law or regulation.
15.1 Leon may amend the Agreement or these T&Cs with immediate effect to the extent that an amendment is required to ensure ongoing compliance with Laws and Regulations, or to correct any non-material errors or inconsistencies that do not adversely affect the Client.
15.2 Leon may otherwise amend or vary these T&Cs at any time by giving the Client at least 30 days' notice before the change takes effect.
15.3 At the end of that 30-day period, the Client will be deemed to have consented to the amendment or variation unless it has objected to Leon in writing within that period. If the Client objects, the change will not apply to it until the next renewal, or the Client may instead terminate the Agreement by written notice and receive a refund of the part of the annual fees that relates to the unexpired part of the year.
15.4 Leon may, at its absolute discretion, waive or delay any proposed amendment or variation if the Client gives reasonable justification for doing so. Any such waiver or delay does not affect the validity of these T&Cs.
15.5 The Parties may at any time agree in writing to vary these T&Cs or the Agreement.
16.1 The Initial Term is set out in the Agreement. The Agreement, and the licence in clause 3.2, end automatically at the end of the Initial Term unless renewed by agreement in writing before it ends.
16.2 Leon is entitled to receive all Fees and expenses accrued up to the date of termination of the Agreement, except in cases of Leon's fraud, wilful default or Gross Negligence.
16.3 The Agreement will terminate immediately when one Party gives the other written notice of termination in the event of:
(a) the other Party suffering an Insolvency Event; or
(b) the other Party committing a material breach of the Agreement and (if the breach is capable of remedy) failing to remedy it within 30 days of being served with notice requiring it to do so.
16.4 Leon may, but is not obliged to, terminate the Agreement immediately if it reasonably believes that:
(a) the Client's actions may breach any Laws and Regulations;
(b) the Client may be unable to meet any of its payment obligations to Leon; or
(c) the Client has been charged with a criminal offence, or is subject to public enforcement action by a regulator, in any jurisdiction, in relation to financial crime or dishonesty.
16.5 Either Party may terminate the Agreement for any reason by giving the written notice required by the Agreement or, if none is stated, one month's written notice. Termination before the end of that notice period requires the consent of both Parties.
16.6 On termination of the Agreement for any reason, the Client's Users will no longer have access to the Courses. Where the Courses are delivered through the LMS, Leon will provide the Client with final reports of its Users' progress, completion, acknowledgements and test results and, within 30 days after the Agreement ends, will delete the Client's Users and their learning records from the LMS without keeping any copies, unless Leon is required by Laws and Regulations to keep them. In line with clause 4.5, the Client is responsible for keeping the final reports. Where the Client uses SCORM Files, clause 5.5 applies.
16.7 On termination of the Agreement for any reason, and subject to Leon's obligations under the Data Protection Legislation, Leon will return or destroy any documents which are the Client's property, as far as is reasonably practicable.
16.8 If Leon decides to stop providing the Courses or to stop trading, it will give the Client as much notice as reasonably possible, provide final reports as described in clause 16.6, and refund the part of the annual fees that relates to the unexpired part of the year.
16.9 Leon's working papers relating to the Services are Leon's property, subject to the confidentiality provisions in clause 10.
17.1 Leon's Services are not exclusive, and Leon is free to provide similar services to other clients.
18.1 The Agreement is binding upon and benefits the Parties and their successors and permitted assigns.
18.2 If the Client is more than one person, all obligations (including payment of Fees) are joint and several, and each person appoints the other to act as their agent with full power and authority in relation to the Services.
18.3 If any provision of the Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not be affected.
18.4 Neither Party will do anything which would or might prejudice or bring into disrepute the business or reputation of the other Party.
18.5 The Parties' rights under the Agreement are cumulative, may be exercised as often as they consider appropriate, and are in addition to their rights under the general law. They may only be waived or varied by an express waiver or variation in writing. Any failure or delay in exercising a right does not operate as a waiver or variation of that or any other right, and no course of conduct or negotiation by either Party prevents it from exercising any right or suspends or varies any right it may have under the Agreement.
18.6 Each Party will do, execute and perform such further acts and documents as may be required to give full legal and practical effect to the Agreement.
18.7 The Agreement is a contract for the provision of services and not a contract of employment.
18.8 Leon is an independent contractor and, unless expressly authorised by the Client's instructions, has no authority to act on behalf of or represent the Client in any way.
18.9 Nothing in the Agreement establishes any partnership or joint venture between the Parties, or authorises either Party to make or enter into any commitments for or on behalf of the other.
18.10 A person who is not a party to the Agreement may not enforce any of its provisions.
19.1 Notices under the Agreement must be in writing and are deemed received:
(a) if sent by email to the email address notified for the purpose, on the Business Day after the date sent;
(b) if sent by post to the address notified for the purpose (or, if none, to the registered office address), three days after the date sent within Jersey, and seven days after the date sent outside Jersey; and
(c) if delivered by hand, on the day of delivery.
20.1 The Agreement and these T&Cs are governed by and construed in accordance with the laws of Jersey.
20.2 Each Party irrevocably agrees that the courts of Jersey have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with the Agreement or these T&Cs, and for that purpose irrevocably submits to the jurisdiction of those courts.
