Terms of Use for the FutureLearn data matching tool

1.   Background

1.1     FutureLearn Limited (“FutureLearn”) has developed a tool (the “Data Matching Tool”), through which it makes available to you (the “Partner”) certain e-mail addresses of registered Learners from the Platform which have been pseudonymised using cryptographic hashing (“FutureLearn Data”).

1.2    The Data Matching Tool can also be used to format and create a pseudonymised list of learners who are enrolled on an Off-Platform Course  using cryptographic hashing (the “Partner Data”).

1.3    The Data Matching Tool is made available for the sole purpose of enabling the Partner and FutureLearn to identify whether any learners who are enrolled with the Partner for an Off-Platform Course are also Learners who are signed up with FutureLearn (the “Purpose”). The Data Matching Tool will inform the Partner and FutureLearn of any learners who are on both data sets (a “Learner Data Match”).

1.4    By using the Data-Matching Tool, the Partner agrees to these Terms of Use.

2.   Definitions

For the purpose of these Terms of Use,

“DP Laws” means: (i) the UK Data Protection Act 2018; and (ii) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with any implementing, supplemental or successor data protection and privacy law(s) to which either party is subject to within its country of establishment. 

“FutureLearn Data” as defined in clause 1.1.1

“Learner” means an individual registered with FutureLearn to use the Platform. 

“Learner Data Match” as defined in clause 1.2

“Off-Platform Course” means a course of study (which could include undergraduate and post-graduate level of academic qualification) which is offered by the Partner outside of the Platform.

“Partner Data” as defined in clause 1.1.2

“Partnership Terms and Conditions” means the partner contract entered into by FutureLearn and the Partner for the development and delivery of online courses on the Platform.

“Personal Data” has the meaning given to it in DP Laws.

“Platform” means FutureLearn’s proprietary software platform for the delivery of online courses.

“Purpose” as defined in clause 1.2

“Results” mean any results derived from carrying out the Purpose, which shall include, as a minimum, the number of matches and any details of the Learner Data. For the avoidance of doubt, such results will not include any Personal Data.

3.   Data Protection

3.1    The Partner shall comply with applicable DP Laws in respect of the Partner Data and FutureLearn Data and any subsequent data sharing agreements entered into by the parties

3.2   The Partner warrants and represents that it will solely use the FutureLearn Data for the Purpose and that it will not use the Data Matching Tool to identify any individuals from whom it has not obtained Personal Data by concluding a sale or by receiving a direct application from that individual for further study of an Off-Platform Course at the Partner’s institution.

3.3   The Partner agrees and accepts that it will assume full liability for its use of the Data-Matching Tool in accordance with these Terms of Use and that it will provide the same warranties and indemnities as in relation to any other data shared with the Partner by FutureLearn under the terms of the Partnership Terms and Conditions.

3.4   The Partner agrees that the use of the Data Matching Tool does not give the Partner ownership of any intellectual property rights in the Data Matching Tool or any  Personal Data or FutureLearn Data made available via the Data Matching Tool.

4.   Results Sharing

4.1    Both Parties agree that they will share the any Results and Learner Data Matches with the other party within thirty (30) days of the completion of the Purpose.

4.2   The Parties agree that the number of Learner Data Matches may be shared and communicated within each party’s organisation and with other partners of FutureLearn. The Parties agree that they will not share any Personal Data belonging to any Learner Data Matches outside of each organisation.

4.3   Where FutureLearn wishes to share the number of Learner Data Matches outside the FutureLearn partnership for promotional and/or marketing purposes, it will notify the Partner for approval (not to be unreasonably withheld or delayed) prior to publication. If the Partner objects to FutureLearn’s use of the number of Learner Data Matches for promotional and/or marketing purposes, it must explicitly state this in writing within three (3) days of notification by FutureLearn. If the Partner does not object within this timeframe, it will be deemed to have approved of FutureLearn’s use of the Learner Data Matches for promotional and/or marketing purposes.

4.4   FutureLearn may at any time request further information about the Learner Data Matches, make suggestions for more detailed analysis and request comments for case studies, to the extent it is reasonable to do so. The Partner will reasonably consider any such requests and may reasonably decide whether or not to provide the requested further information, or whether to implement any suggestions. If the Partner is unable to accept FutureLearn’s request, it shall notify FutureLearn in writing with the reasons for refusal. 

5.   Amendments and Updates

5.1    The Parties agree that FutureLearn may update any software contained in the Data Matching Tool at any time without prior notice to the Partner and that these Terms of Use shall apply to such updates.

5.2   FutureLearn may amend these Terms of Use from time to time to comply with law or to meet changing business requirements. To the extent any such amendments result in a material change to these Terms of Use, FutureLearn shall use reasonable endeavours to provide reasonable notice to the Partner. Any updates or amendments will be posted on here. If the Partner does not agree with the amended Terms of Use it will cease any future use of the Data Matching Tool but will continue to meet any data matching task obligations it has agreed to comply with through a manual data matching exercise.

6.   Limitation of Liability

6.1    The Partner acknowledges and agrees that the Data Matching Tool 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 the Data Matching Tool by the Partner, its affiliates or any permitted sub-licensees.

6.2   The Partner acknowledges and accepts that FutureLearn does not give any warranty or representation that the use of the Data Matching Tool will lead to any particular result or improvement.

7.   Governing Law

These Terms of Use 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 of Use.