E-learning Terms

1. Who these terms are for

These terms are intended for Business Clients buying e-learning for their staff, volunteers or other agreed learner population.

The Proposal, quotation or activation confirmation identifies the courses/content, learner cap or licence basis, access period, price and any bespoke development included.

If I agree to sell an e-learning product directly to a Consumer, I will confirm the applicable consumer information separately and these business provisions will not remove statutory consumer rights.

2. What is supplied

Unless the Proposal says otherwise, the Client receives a limited, non-exclusive licence for the agreed learners to access and use the specified learning content during the agreed access period.

The Client does not buy ownership of my learning platform, source code, authoring files or content merely because it pays for access.

Named learner logins must not be shared. Access is limited to the agreed learner population and user cap.

3. Activation, access period and renewal

Access begins on the activation date stated in the Proposal or activation email.

The access period must be stated in the Proposal or activation information. There is no automatic 12-month default where a different period has been agreed.

Unless the Proposal expressly states automatic renewal, the licence ends at the end of the agreed access period and does not automatically renew.

Unused places may normally be reassigned to another eligible learner before substantial use or completion, provided the agreed active-user cap is not exceeded and third-party licensing rules do not prevent it.

Additional users can be added where capacity permits and an additional fee is agreed.

Where the Proposal prices a licence by an agreed user cap or licence band, the Client is buying that access capacity for the agreed period. The fee does not reduce retrospectively merely because fewer learners are ultimately enrolled, log in or complete the learning. Unused capacity may be reassigned as described above, but it does not create a per-unused-user refund unless the Proposal expressly says otherwise.

4. Fees and payment

The Proposal or invoice states the fee and payment deadline. Business invoices are normally due within the stated period and normally no more than 30 days from invoice date.

I am not currently VAT registered and do not currently add VAT.

For qualifying overdue commercial debts I reserve my statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998 and related legislation.

5. Learner administration and reporting

The Client will provide the minimum learner administration information reasonably needed to set up and manage access.

Where agreed, the named organisational contact may receive administration information such as enrolment, progress, completion and certificate status. I do not routinely provide an employer with unrelated personal information or the content of a learner's private support conversation.

Personal data is handled in accordance with my Privacy Notice. Where I act as the Client's processor for a defined activity, an applicable Data Processing Schedule forms part of the agreement.

6. Availability, maintenance and support

I aim to keep hosted learning reasonably available but do not promise uninterrupted access.

Planned maintenance, security work and third-party infrastructure issues may occasionally affect access. If a platform failure within my reasonable control materially prevents access for more than 48 consecutive hours, I will extend the affected access period by at least the equivalent period or provide another reasonable remedy.

I may suspend an account where reasonably necessary to protect security, address material licence abuse, prevent credential sharing or keep use within the agreed learner cap. Where practical, I will explain the issue and allow reasonable correction before suspension unless urgent action is needed.

7. Permitted use and intellectual property

Learners may use the content for their own learning and the Client's permitted internal purposes.

Content, recordings, enrolment keys and login details may not be copied, shared outside the licensed learner group, resold, sublicensed, screen-recorded, redistributed or used to build competing commercial training without written permission.

My pre-existing content, generic frameworks, reusable components, code, know-how and methods remain mine. Third-party materials remain the property of their respective owners.

8. Bespoke e-learning development

Where I am commissioned to develop bespoke e-learning, the Proposal should identify the material scope, audience, format, included review rounds, Client dependencies, sign-off point and whether editable/source files are included.

The Client will provide source material, policies, brand assets, technical requirements and approvals reasonably needed by the agreed timetable and confirms that it has the rights needed for material it asks me to use.

A review round means a consolidated set of reasonable comments on the relevant draft. A materially changed brief, additional modules, new audiences, extra stakeholder rounds or new formats may be additional work. I will explain the effect on price or timing before carrying it out.

Minor corrections needed because I have not followed the agreed scope do not count as paid additional work.

Final editable/source files, SCORM source packages, raw authoring files or working drafts are supplied only if the Proposal says they are included.

Unless the Proposal says otherwise, future redesigns, regulatory updates, major content revisions, re-authoring for another platform or new modules are not included indefinitely in the original development fee.

9. Cancellation and refunds

Unless the Proposal says otherwise, an organisational hosted licence is non-refundable once access has been issued or activated, except where I am in breach or the law requires otherwise.

Before activation, agreed non-refundable third-party costs and substantial bespoke setup/development already completed remain payable.

For bespoke development, work properly completed up to cancellation remains payable according to the Proposal. I will not charge twice for the same work or loss.

If I cannot provide prepaid future work and the Client is not in breach, the Client will not be charged for that unsupplied work and any prepaid amount for it will be refunded or credited as appropriate.

10. Client delay and changes

If Client information, feedback or sign-off is materially late, I may move later milestones or a planned launch date by a reasonable amount.

A lengthy Client pause may require a revised timetable or fee where restarting creates material additional work, but I will explain and agree that before charging it.

A material change to scope, learner cap, licence term or deliverables must be agreed in writing.

11. Liability and service boundaries

I will provide the contracted service with reasonable care and skill but do not guarantee uninterrupted platform availability, a particular learning outcome or an organisational result.

Subject to liabilities that cannot lawfully be limited, my aggregate liability to a Business Client arising from a particular Proposal is limited to the total fees paid or payable under that Proposal. I am not liable for indirect or consequential loss or loss of profit, revenue, anticipated savings, business opportunity or goodwill to the extent permitted by law.

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be limited.

12. Complaints, term changes and law

Complaints are handled under my Complaints Procedure.

The version of these terms incorporated when the booking is agreed continues to apply unless we later agree a lawful change.

The agreement is governed by the law of England and Wales and, for Business Clients, the courts of England and Wales have exclusive jurisdiction unless the Proposal expressly agrees another position.

Questions can be emailed to info@jakemorrison.co.uk.