Learning Manager Terms and Conditions of Use
1.1 FutureLearn’s products and services are provided by FutureLearn Limited (“FutureLearn”, “we”, “us”, “our”). These Learning Manager Terms and Conditions of Use (“Terms”) and any commercial agreement incorporating these terms govern your organisation’s use of FutureLearn’s online learning management and data reporting tool (“Learning Manager”). FutureLearn and your organisation (“you”) are each a “Party” and together the “Parties”.
1.2 By accessing and/or using Learning Manager, you agree to be bound by these Terms, including any policies referenced in these Terms.
2. Using Learning Manager
2.1 Your access to and use of Learning Manager is subject to these Terms, applicable laws, and any reasonable instructions given by FutureLearn from time to time.
2.2 On registration to a Learning Manager account, you agree to provide FutureLearn with accurate and complete information, and shall update such information from time to time in order to keep it accurate and complete. You agree to use only one user account on Learning Manager. You are not permitted to share with any third party access to, or otherwise permit access to, that account.
2.3 During the use of Learning Manager, you may have the ability to access and/or use content provided by third parties or links to websites and services maintained by third parties. FutureLearn does not guarantee that any such third party content will be free of malware or other viruses that may harm your devices or material that may be objectionable or inappropriate. FutureLearn disclaims any responsibility or liability related to your access or use of such third party content.
2.4 Using Learning Manager does not give you any ownership of any intellectual property rights in any third party content.
2.5 At any time and without prior notice to you, FutureLearn may update any software, or remove features, functions or requirements contained in Learning Manager for the purpose of improving Learning Manager.
2.6 FutureLearn may in its absolute discretion suspend access to Learning Manager during any system or communications outages, whether due to planned maintenance or otherwise, and will notify you as soon as practicable of the suspension. None of FutureLearn, its affiliates, partners, contractors, employees, or other agents will have any liability to you for any such action.
3. Privacy and data protection
3.2 For the purposes of this section, “DP Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including: the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
3.3 In using Learning Manager, you will regularly disclose to FutureLearn, and/or receive from FutureLearn, certain personal data (“Shared Personal Data”) for the purposes covered under our commercial agreement with you. Such purposes may include: (a) inviting individuals onto a Course; (b) enrolling individuals onto a Course; and/or (c) tracking the progress of Learners on a Course. In some cases, these individuals will be employees or otherwise affiliated with your organisation. In other cases, they will be members of the general public who have enrolled on an academic credit-bearing Course you are offering on the FutureLearn Platform.
3.4 Each Party shall comply (and shall procure that any of its affiliates, sub-licensees, and employees as applicable will comply) with all the obligations imposed on a controller under the DP Laws as regards the handling of Shared Personal Data, and each Party shall bear its own costs and expenses in enforcing and procuring such compliance.
4. Downloading data and deletion from Learning Manager
4.1 As necessary to fulfil the purposes set out in your commercial agreement with FutureLearn, and subject to applicable laws and each Party’s internal policies, you may download and store certain Shared Personal Data and raw data sets regarding Learners’ behaviour and performance on a Course (“Data”) made available to you via Learning Manager.
4.2 You acknowledge and accept that the Data is provided on an “AS IS” basis and FutureLearn does not offer any warranty regarding the accuracy or completeness of the Data.
4.4 FutureLearn shall use best efforts to maintain deletion policies that ensure Learners are always able to enjoy the full benefit of Courses delivered via Learning Manager, taking into account the types of Courses they are enrolled on and the longest possible amount of time normally permitted for completing the Courses. FutureLearn will use best efforts to notify you in advance regarding the timing for deletion of Data.
4.5 You accept full responsibility for downloading and retaining any Data that is required for you to fulfil your obligations under our commercial agreement and any terms and conditions that may govern your relationship with Learners – for example a university’s policy for the awarding of academic credit.
5.1 In this paragraph, “Confidential Information” means: (a) any information that is directly or indirectly disclosed by or on behalf of either Party wherever located which relates (in whole or in part and whether directly or indirectly) to the existing, past or prospective business affairs or activities of either Party, including Data and any other information that is proprietary to either Party and which at the time of disclosure is identified as confidential or ought reasonably to be considered confidential given the nature of the information and/or the circumstances of disclosure; (b) these Terms; and (c) the fact that information has been or may be disclosed by either Party to the other.
5.2 Except as otherwise specifically agreed, neither Party will use any Confidential Information except for the purpose of exercising or performing its rights and obligations hereunder and will only disclose or communicate the other Party’s Confidential Information to the receiving Party’s respective employees, representatives, affiliates and professional advisers on a need-to-know basis, provided always that the receiving Party ensures that any recipient treats as confidential and does not disclose any of the Confidential Information received.
5.3 Nothing in this paragraph shall prevent a Party which is subject to the Freedom of Information Act 2000 in England and Wales or comparable freedom of information laws in other jurisdictions (the “FOI Laws”) from disclosing Confidential Information of the other Party which the disclosing Party reasonably believes it is required to release in response to a request for information under the FOI Laws, provided always that the disclosing Party has used reasonable efforts to consult with the other Party and take its views into account.
6.1 You agree to indemnify and hold harmless FutureLearn and any parent or holding company, subsidiary and each of their officers, directors, employees, agents and affiliates from and against losses, damages, liabilities, costs and expenses (including legal fees and expenses) incurred by any of them as a result of or in connection with any action, demand or claim (including claims arising from violation or infringement of any third party’s intellectual property rights, rights to privacy, publicity or unfair competition or defamation) relating to: (i) any breach of warranty given by you; (ii) any improper or unauthorised use by you, your affiliates, or any permitted sub-licensee of Learning Manager and/or any Data; and (iii) any failure by you, your affiliates or any permitted sub-licensee, to comply with these Terms.
7. Exclusion of liability
7.1 All representations, warranties and conditions not expressly provided in these Terms, whether statutory or implied, are expressly excluded to the fullest extent permitted by law.
7.2 Except to the extent expressly provided for under the Terms, Learning Manager is provided on an “AS IS” basis and FutureLearn will not be liable for, or be required to remedy any defect arising from or caused by, the use of Learning Manager. You acknowledge and accept that FutureLearn does not give any warranty or representation that the use of Learning Manager will lead to any particular result or improvement
7.3 Except for liability arising from a breach of a Party’s confidentiality obligations or a Party’s wilful misconduct, neither Party will be liable to the other Party for any loss of profits, sales, business or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, or any indirect or consequential loss or damage.
7.4 Except for liability arising from death or injury caused by a Party’s negligence, fraud or fraudulent misrepresentation, or a Party’s indemnification obligations under these Terms (which in each case will be unlimited), or liability expressly excluded under this paragraph, each Party’s total aggregate liability hereunder will be limited to the commercial value of the arrangements contemplated in these Terms in the twelve (12) months immediately preceding the date on which the liability is notified.
8. Governing law and jurisdiction
These Terms and any matters arising out of or in relation to them (whether contractual or non-contractual) will be governed by and construed in all respects in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with these Terms.
9.1 These Terms are made for the benefit of the Parties and are not intended to benefit, or be enforceable by, any other person. The Contracts (Rights of Third Parties) Act 1999 in England and Wales will not apply to these Terms.
9.2 Unless expressly stated in these Terms you will have no right of refund if these Terms are terminated for whatever reason.
9.3 If any provision of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed and this will not affect the remainder of these Terms which will continue in full force and effect and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
9.4 No failure or delay by either Party in exercising any right, power or privilege under these Terms will operate as a waiver of such right, power or privilege nor will any single or partial exercise by the either Party of any right, power or privilege preclude any further exercise of that or any other right, power or privilege. The Parties do not propose to enter into an exclusive relationship.
9.5 We may update or amend these Terms (as well as any other policies or guidance we issue) from time to time to comply with law or to meet our changing business requirements, without notice to you. Any updates or amendments will be posted here.
Last updated 13 September 2021