1. About these terms
1.1 These terms are an agreement between you and Learnerbly, the trading name of Enternships Limited, incorporated and registered in England with company number 06815520, whose registered office is at 30 Old Bailey, London, EC4M 7AU ("Learnerbly", "we", "us", "our").
1.2 They govern your use of SoftLanding. Please read them, together with our Privacy Notice, before you sign in. By signing in to your SoftLanding account you confirm that you accept these terms.
1.3 If you do not accept these terms, do not sign in.
1.4 These terms are separate from, and replace for these purposes, any terms that applied to you if you used Learnerbly through an employer's account. They are also separate from any agreement between us and the Funder. Nothing in that agreement gives you any rights or obligations under it, and nothing in these terms creates or changes any right or obligation between you and the Funder. The Funder's role in SoftLanding is limited to funding and administering your Budget and End Date and does not give it access to or control over your individual SoftLanding activity.
1.5 We may update these terms in accordance with clause 14. The version in force is always published on our website.
2. Definitions
In these terms:
Budget means the amount of Funding allocated to you, as shown in your account
Content means any text, information, data, image, audio or video material in any medium made available through the Platform by us or by a Supplier
End Date means the date on which your access to SoftLanding ends, as shown in your account
Funder means the organisation that has funded your Budget, which may be your former employer or another organisation acting on its behalf
Funding means credit provided by the Funder which may be redeemed against Learning Products through SoftLanding
Learning Product means a product or service listed on the Learnerbly marketplace, supplied by a third party and not by us, purchased for learning and development purposes
Malicious Code means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses
Marks means any trademark, trade name, service mark, trade dress, logo, URL or identifying slogan, whether or not registered
Platform means the Learnerbly website, applications and marketplace
SoftLanding means the service described in clause 3
Supplier means the third party that supplies a Learning Product
3. What SoftLanding is
3.1 SoftLanding gives you access to a personal learning budget, funded for you by the Funder, which you can spend on Learning Products through the Learnerbly marketplace for a limited period ending on your End Date.
3.2 We do not supply Learning Products. Our role is to operate the Platform and to arrange purchases from Suppliers on your behalf.
4. Your account
4.1 The Funder may provide us with your name and the personal email address it holds for you, so that we can invite you. We rely on the Funder for the accuracy of that information. If the address we hold is wrong, contact us via our Support service and we will correct it once we are reasonably satisfied of your identity.
4.2 You will:
(a) keep your email account secure and not forward, share or publish a sign-in link;
(b) not allow anyone else to use your account or your Budget;
(c) not create or use more than one SoftLanding account; and
(d) notify us promptly if you believe someone else has accessed your account.
4.3 We are not responsible for any use of your account, or any spending of your Budget, resulting from your failure to comply with clause 4.2.
5. Your Budget
5.1 The Funder decides the amount of your Budget and your End Date. We will show both in your account.
5.2 Your Budget is credit redeemable against Learning Products. You cannot withdraw it, transfer it, assign it, exchange it for cash or any other benefit, or use it for anyone else.
5.3 The Funder may increase your Budget or extend your End Date at any time. The Funder may also, in respect of Funding you have not yet spent, reduce your Budget or bring your End Date forward. We will act on the Funder's instructions in relation to Funding and will notify you of any reduction or change to your End Date.
5.4 We may suspend, reduce or withdraw your Budget where the Funder has not paid us the Funding to which it relates, or where the Funder's agreement with us has been terminated for non-payment.
5.5 Where applicable, prices shown on the Platform include local VAT or other taxes. Non-UK taxes are subject to local law and may not be recoverable.
5.6 Prices for Learning Products are set by Suppliers and may change. By placing a request you accept that the price payable may vary by up to £10 (or the equivalent in the applicable currency) from the price shown. Where the price payable would exceed the price shown by more than that amount, we will seek your consent before proceeding.
5.7 All requests are subject to availability.
5.8 Any tax consequences of the Funding for you are a matter between you and the Funder. We do not provide tax advice and are not responsible for the tax treatment of your Budget in any jurisdiction.
6. Learning Products
6.1 Learning Products are supplied by Suppliers, not by us. We are not a party to your use of a Learning Product and give no warranty in relation to any Learning Product, including as to its quality, accuracy, suitability, availability, delivery, or fitness for any purpose.
6.2 The Supplier's own terms and conditions and privacy practices apply to your use of a Learning Product.
6.3 The Supplier is responsible for any issue you have with a Learning Product. Where we reasonably can, we will help you raise it with the Supplier, but we do not accept responsibility for the outcome.
6.4 Once we have arranged a Learning Product at your request, it can be cancelled only in accordance with the Supplier's terms.
6.5 You may request a return within 14 days of the request being fulfilled. To be eligible, the Learning Product must be in a condition the Supplier can resell, which will normally exclude downloads and online content already accessed. Any amount refunded will be credited to your Budget and will not be paid to you.
6.6 Nothing in this clause 6 affects any rights you have directly against a Supplier, or any rights you have as a consumer that cannot lawfully be excluded.
7. Content Region
7.1 You will be assigned a Content Region based on the geographical location provided for you. Your Content Region may determine which Learning Products you are able to view and request. This is intended to localise your experience and to enable delivery.
7.2 Your Content Region is assigned by us. If no local Content Region is available for your location, you will be assigned to our Global region, on which some types of Learning Product may not be available.
8. Your End Date
8.1 We will aim to remind you before your End Date. It is your responsibility to keep track of your End Date, and we are not responsible for Funding you do not spend, including where a reminder is delayed or not received.
8.2 On the night following your End Date, your access to SoftLanding will end.
8.3 Learning Products already ordered will be completed. Requests still pending will be cancelled.
8.4 Any unspent Funding will not be paid to you, cannot be carried forward, cannot be reinstated, and will be cancelled/returned to Learnerbly.
8.5 We will retain your SoftLanding account data for no longer than 12 months after your End Date and will then delete or anonymise it, except where we are required or permitted to retain particular records for longer for legal, regulatory, tax or accounting purposes. Our Privacy Notice sets this out in full.
9. Acceptable use
9.1 You will use SoftLanding only for your own learning and development, lawfully, and in accordance with these terms.
9.2 You will not:
(a) make SoftLanding available to, or use it for the benefit of, anyone other than yourself;
(b) sell, resell, license, sublicense, distribute, rent or lease access to SoftLanding or to any Learning Product obtained through it;
(c) use SoftLanding to store or transmit infringing, defamatory, or otherwise unlawful or tortious material, or material that infringes a third party's privacy rights;
(d) use SoftLanding to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of the Platform or any data held on it;
(f) attempt to gain unauthorised access to the Platform or any related system or network;
(g) access or use the Platform in a way that circumvents any usage limit, Budget limit or approval control;
(h) copy, frame or mirror the Platform or any part, feature, function or user interface of it;
(i) access the Platform in order to build a competing product or service;
(j) use any automated means to access, scrape or extract data from the Platform; or
(k) reverse engineer the Platform, except to the extent that restriction is prohibited by law.
10. Our intellectual property
10.1 We reserve all right, title and interest in and to the Platform and SoftLanding, including all related intellectual property rights. No rights are granted to you other than as expressly set out in these terms.
10.2 Our Marks are our exclusive property. You may not use, register or attempt to register any name, mark or logo that is identical or confusingly similar to them, and all goodwill arising from any use of our Marks accrues solely to us.
10.3 Nothing in these terms grants you any right in a Supplier's intellectual property. Your rights in a Learning Product are governed by the Supplier's terms.
11. Your privacy
11.1 Once you accept these terms and activate your SoftLanding account, Learnerbly is the data controller for the personal data processed in connection with your SoftLanding account and your use of SoftLanding. We decide how and why that personal data is used and are accountable to you for it under data protection law. Our Privacy Notice explains what we collect, why, the legal bases we rely on, how long we keep it, who we share it with, where it is processed, and what rights you have.
11.2 We maintain appropriate administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of your personal data.
11.3 The Funder funds your Budget but does not have access to or control over your SoftLanding account or your individual use of SoftLanding. The Funder will not be able to see what you request, what you learn, whether you have signed in, or any other individual account activity. We may provide the Funder with aggregated and anonymised reporting that does not identify you.
11.4 You will not be visible to other individuals using SoftLanding, and they will not be visible to you.
11.5 To exercise your data protection rights in relation to your SoftLanding account, contact us at dataprotection@learnerbly.com. For personal data that Learnerbly processed on behalf of your former employer before you moved to SoftLanding (if applicable), your former employer remains the data controller for that processing, and you should contact them; we will assist them in responding where required.
11.6 We will send you marketing communications only where you have asked us to. You may withdraw that at any time.
12. Confidentiality
12.1 You will not disclose or use any non-public information about the Platform, SoftLanding, our pricing or our business processes that is made available to you through SoftLanding, other than as necessary to use SoftLanding.
12.2 Clause 12.1 does not apply to information that is or becomes public without breach of these terms, that you already lawfully held, or that you receive lawfully from a third party.
12.3 Either of us may disclose information to the extent compelled by law.
13. Availability and support
13.1 We will use commercially reasonable efforts to make SoftLanding available, but we do not warrant that it will be uninterrupted, error-free, or available at any particular time.
13.2 We may carry out planned maintenance. Where practicable, we will schedule it outside UK working hours.
13.3 We are not responsible for any unavailability caused by circumstances beyond our reasonable control, including an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour dispute, failure of a utility, transport or telecommunications service, internet service provider failure, third-party product failure, or denial of service attack.
13.4 We provide support via Intercom. We aim to respond promptly but do not commit to a response time.
13.5 We have no control over, and are not responsible for, any website, service or resource operated by a third party, including any site a Learning Product is delivered through.
14. Changes
14.1 We may add to, change or remove features of SoftLanding from time to time.
14.2 We may change these terms. Where a change is material and likely to disadvantage you, we will give you reasonable notice by email or in the Platform. If you do not wish to accept the change you may close your account under clause 15.1.
14.3 Continuing to use SoftLanding after a change takes effect confirms your acceptance of it.
15. Suspension and closure
15.1 You may close your account at any time by contacting us at support@learnerbly.com.
15.2 We may suspend or close your account immediately where you materially breach these terms, where we reasonably suspect fraudulent, unlawful or abusive use, or where required by law.
15.3 Except where the breach is serious, urgent, or where we are prevented from doing so, we will notify you before suspending or closing your account and give you a reasonable opportunity to remedy the position.
15.4 We may also close your account on reasonable notice where we cease to provide SoftLanding, or where the Funder's agreement with us ends and the Funder does not wish access to continue.
15.5 On closure, clauses 8.3 to 8.5 apply as though the date of closure were your End Date.
16. What we are not responsible for
16.1 To the fullest extent permitted by law, and subject always to clause 17.1, we are not responsible or liable for:
(a) any Learning Product, or any act or omission of a Supplier, including non-delivery, poor quality, inaccuracy, unsuitability, or a Supplier ceasing to trade;
(b) any decision of the Funder, including the amount of your Budget, any reduction in it, your End Date, any change to your End Date, or any failure by the Funder to pay us;
(c) any Funding you do not spend before your End Date;
(d) any matter relating to your former employment, your departure from it, any redundancy or settlement process, or any communication made to you by the Funder about SoftLanding;
(e) any employment, career, earnings, progression or learning outcome, whether or not you use your Budget;
(f) any tax, national insurance or social security consequence of your Budget;
(g) any reliance you place on Content on the Platform, which is provided for general information only;
(h) any third-party website, service or resource; or
(i) any use of your account resulting from your failure to comply with clause 4.2.
16.2 Except as expressly set out in these terms, and to the fullest extent permitted by law, we make no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including any implied warranty of satisfactory quality, merchantability or fitness for a particular purpose. Content is provided "as is".
17. Our liability to you
17.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.
17.2 Subject to clause 17.1, we are liable to you only for loss you suffer that is a foreseeable result of us breaching these terms or failing to use reasonable care and skill. Loss is foreseeable if it is obvious that it will happen, or if we both knew at the time you accepted these terms that it might happen.
17.3 Subject to clause 17.1, we are not liable for:
(a) loss of profit, revenue, earnings, business, opportunity, anticipated saving or goodwill;
(b) loss or corruption of data, other than where caused by our breach of data protection law; or
(c) any indirect, special or consequential loss, cost, damage, charge or expense, however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
17.4 Subject to clause 17.1, our total liability to you in respect of all claims arising out of or in connection with these terms or your use of SoftLanding, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the greater of (i) the amount of Funding allocated to you and (ii) £250.
18. Events outside our control
We are not liable for any delay in or failure to perform our obligations resulting from any act, event, omission or accident beyond our reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility, transport or telecommunications service, act of God, war, riot, civil unrest, compliance with any law, government order, rule, regulation or direction, fire, flood or storm.
19. General
19.1 No employment or agency. Nothing in these terms creates any employment, partnership, joint venture or agency relationship between us, and neither of us may bind the other.
19.2 Assignment. We may transfer our rights and obligations under these terms to another company within our group, or to a purchaser of our business, without affecting your rights. You may not transfer yours.
19.3 Waiver. Any delay or failure by either of us in enforcing a right does not waive that right or any later breach.
19.4 Severability. If any provision of these terms is found to be unlawful or unenforceable, the remainder continues in full force.
19.5 Entire agreement. These terms, together with our Privacy Notice, constitute the entire agreement between us in relation to SoftLanding.
19.6 Third party rights. Except as set out in clause 19.2, no person other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
19.7 Notices. We will send notices to the email address registered to your account. You should send notices to support@learnerbly.com.
20. Governing law
These terms are governed by English law.
