Terms & Conditions | Recolearn Limited

This Customer Agreement (the "Agreement") is entered into between Recolearn Limited, a company registered in England and Wales ("Recolearn", "we", "us", or "our"), and the individual or entity agreeing to these terms ("Customer", "you", or "your").

By registering for, accessing, or using the Recolearn platform, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are agreeing on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement.

1. Definitions

The following terms have the meanings set out below throughout this Agreement:

1.1 General terms

"Affiliate" means an entity which directly or indirectly controls, is controlled by, or is under common control with a party, where "control" includes ownership of 50% or more of the voting equity securities.
"Agreement" means this Customer Agreement, including any Orders, schedules, and addenda incorporated by reference.
"Authorised User" means any individual permitted by Customer to access and use the Services under Customer's account.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
"Laws" means any applicable local, national, and international laws and regulations, including data protection and privacy laws.
"Order" means a product or subscription purchase documented in a schedule, statement of work, or order form signed or accepted by both parties.

1.2 Platform terms

"API" means the Recolearn platform's application programming interface.
"Customer Delivered Course" means any course that Customer creates, uploads, or administers to Authorised Users through the platform.
"LMS Services" means the learning management system services provided by Recolearn, including tools to create, manage, and deliver online courses.
"LMS Course Store" means the online marketplace offered as part of the Services where courses and related materials can be published and made available to other users.
"Software" means the Recolearn platform and all associated updates, revisions, bug fixes, and upgrades.
"Subscriber" means an employee, member, or customer of Customer who has been granted access to the Software.
"Super-Administrator" means an Authorised User designated by Customer with administrative duties over the Customer's account.

2. Scope of Services

Recolearn's Services include:

The LMS Services platform for creating and delivering online courses
The LMS Course Store for publishing and distributing course content
AI-powered learning tools including spaced repetition, automated content creation, and analytics
Any new features or content that Recolearn may make available from time to time

Recolearn reserves the right to modify, update, or discontinue any feature of the Services with reasonable notice to Customer.

3. Account Registration & Access

3.1 Account creation

To use the Services, Customer must register at recolearn.com and provide accurate, complete, and up-to-date registration information including a valid email address. Customer is solely responsible for maintaining the accuracy of this information.

3.2 Account security

Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under the account. Customer must not share login credentials with any unauthorised third party. Customer must notify Recolearn immediately at info@recolearn.com if they suspect any unauthorised access to their account.

3.3 User subscriptions

The number of Authorised Users must not exceed the maximum number of user subscriptions acquired under the applicable Order or plan. Each subscription corresponds to a distinct individual — shared logins are not permitted. Customer is responsible for ensuring all Authorised Users comply with this Agreement.

3.4 Account verification

Recolearn reserves the right to verify registration information. If information is found to be false, inaccurate, or incomplete, Recolearn may suspend or terminate the account and deny access to the Services without liability.

4. Licence Grant & Restrictions

4.1 Licence

Subject to the terms of this Agreement and payment of applicable fees, Recolearn grants Customer a non-exclusive, non-transferable, non-sublicensable, limited licence to access and use the Services solely for Customer's internal business operations and up to the maximum number of Authorised Users set out in the applicable Order.

4.2 Restrictions

Customer must not:

Resell, sublicence, or otherwise make the Services available to any third party except Authorised Users
Reverse engineer, decompile, or attempt to extract the source code of the Software
Use the Services to develop a competing product or service
Remove or alter any proprietary notices or labels on the Software
Use the Services in any unlawful manner or in violation of this Agreement
Upload or transmit any content that is unlawful, harmful, defamatory, or infringes third-party intellectual property rights

5. Intellectual Property

5.1 Recolearn's IP

Recolearn Limited retains all intellectual property rights in and to the Software, platform, branding, and all related documentation. Nothing in this Agreement transfers any ownership of Recolearn's intellectual property to Customer.

5.2 Customer content

Customer retains all intellectual property rights in any content, courses, or materials it uploads or creates on the platform ("Customer Content"). Customer grants Recolearn a limited, non-exclusive licence to host, store, and display Customer Content solely to provide the Services.

5.3 Feedback

If Customer provides Recolearn with feedback, suggestions, or ideas about the Services, Recolearn may use such feedback without restriction or compensation to Customer.

6. Acceptable Use Policy

Customer agrees to use the Services only for lawful purposes. Customer must not use the platform to:

Distribute malware, viruses, or any other harmful code
Transmit spam, unsolicited communications, or chain letters
Engage in fraudulent, deceptive, or misleading activity
Violate any applicable data protection or privacy laws
Harass, abuse, or harm other users
Infringe any third-party intellectual property rights
Interfere with or disrupt the integrity or performance of the Services
Attempt to gain unauthorised access to any systems or accounts

Recolearn reserves the right to suspend or terminate access to the Services if Customer or any Authorised User violates this Acceptable Use Policy.

7. Customer Responsibilities

Customer agrees to:

Provide reasonable information and assistance to Recolearn to enable the Services to be delivered
Comply with all applicable local, national, and international laws in connection with use of the Services
Notify Recolearn immediately upon becoming aware of any unauthorised use of the Services
Designate a qualified employee as Customer's administrator for the Services
Ensure Authorised Users are made aware of and comply with the terms of this Agreement
Maintain accurate and up-to-date account and billing information

8. Children's Privacy & Safeguarding

Recolearn's platform may be used by organisations to deliver courses to learners of all ages, including children. Where courses are made available to users under the age of 13, the Customer (as the organisation) is solely responsible for:

Obtaining appropriate verifiable parental or guardian consent in compliance with applicable laws, including COPPA and UK GDPR
Ensuring all content delivered to minors is age-appropriate and compliant with relevant safeguarding obligations
Implementing appropriate access controls and supervision measures for underage learners

Recolearn Limited acts as a data processor in such cases and processes personal data only on the documented instructions of the Customer. Recolearn shall not be liable for any failure by Customer to obtain required consents or comply with applicable child protection laws.

9. Financial Terms

9.1 Payment

Customer agrees to pay all fees in accordance with the applicable Order. Unless otherwise specified, all invoices are due within thirty (30) days of the invoice date. All payments are processed securely through Stripe, Recolearn's authorised payment processor.

9.2 Late payment

If any invoiced amount is not received by the due date, Recolearn may: (i) charge interest at 1% per month or the maximum rate permitted by applicable law, whichever is lower; and/or (ii) suspend access to the Services until payment is received in full. Recolearn will not exercise these rights where Customer is disputing charges in good faith and engaging with Recolearn to resolve the matter.

9.3 Additional users

If Customer adds Authorised Users or other billable units in excess of the agreed scope during the Term, Recolearn may charge for the additional usage in the next billing cycle at the then-current applicable rates.

9.4 Taxes

All fees are exclusive of applicable taxes, duties, or levies. To the extent any such taxes are payable, Customer is responsible for paying them in addition to any fees owed under this Agreement, unless Customer holds a valid tax exemption, in which case Customer must provide appropriate documentation to Recolearn.

9.5 Refund policy

If Customer is not satisfied with the Recolearn platform, a refund may be requested within 15 days of the subscription start date. Refund requests must be submitted in writing to info@recolearn.com. Except as expressly stated in this section, all amounts paid are non-refundable. Recolearn reserves the right to assess refund requests on a case-by-case basis.

10. Data Protection & Privacy

10.1 Data controller and processor

For the purposes of UK GDPR and the Data Protection Act 2018, Customer is the data controller of any personal data it uploads or processes through the platform. Recolearn Limited acts as the data processor, processing personal data only on Customer's documented instructions.

10.2 Data processing obligations

Recolearn will: (i) process personal data only to provide the Services; (ii) implement appropriate technical and organisational security measures; (iii) assist Customer in meeting its obligations under applicable data protection laws; and (iv) not transfer personal data outside the UK or EEA without appropriate safeguards in place.

10.3 Privacy policy

Recolearn's Privacy Policy is incorporated by reference into this Agreement and can be found at www.recolearn.com/privacy-policy. By using the Services, Customer agrees to the terms of the Privacy Policy.

11. Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law. Each party will use the other's Confidential Information only for the purposes of this Agreement and will protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care. These obligations survive termination of this Agreement for a period of three (3) years.

12. Term & Termination

12.1 Term

This Agreement is effective from the date Customer accepts these terms and remains in force for the duration of any active Order, unless terminated earlier in accordance with this Agreement.

12.2 Termination for breach

Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to remedy the breach within thirty (30) days of written notice. Either party may also terminate immediately if the other party becomes insolvent, ceases to operate, or is unable to meet its financial obligations.

12.3 Effect of termination

Upon termination or expiry of this Agreement: (i) Customer's access to the Services will cease immediately; (ii) Customer must delete all Recolearn Confidential Information from its systems; (iii) Recolearn will retain Customer data for 90 days following termination, after which it may be permanently deleted; and (iv) any outstanding fees will become immediately due and payable. All provisions that by their nature should survive termination will do so, including confidentiality, limitation of liability, and governing law.

13. Limitation of Liability

13.1 Cap on liability

To the maximum extent permitted by applicable law, Recolearn's total cumulative liability to Customer arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Customer to Recolearn in the twelve (12) months immediately preceding the event giving rise to the claim.

13.2 Exclusion of consequential damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or loss of business, even if advised of the possibility of such damages. These limitations apply regardless of the form of action, whether in contract, tort, or otherwise.

13.3 Exceptions

Nothing in this Agreement limits or excludes either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

14. Indemnification

Customer will defend, indemnify, and hold Recolearn Limited and its officers, directors, employees, and agents harmless from and against all third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with:

Customer's violation of any applicable laws or regulations, including data protection laws
Customer's or any Authorised User's use or misuse of the Services
Any Customer Content uploaded or transmitted through the platform
Customer's breach of any provision of this Agreement
Customer's failure to obtain required consents for processing personal data of minors

15. Force Majeure

Neither party will be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, or failure of third-party infrastructure. The affected party must notify the other party promptly and use reasonable efforts to resume performance as soon as possible.

16. Communications & Marketing

Both parties may issue publicly disseminated statements identifying the other as a customer or service provider without prior consent, provided such statements are factually accurate. Recolearn may refer to Customer by name in external communications and feature Customer's name and logo on the Recolearn website and in marketing materials, unless and until Customer withdraws such consent in writing.

17. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may escalate the matter to mediation before pursuing formal legal proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

18. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.

19. General Provisions

19.1 Entire agreement

This Agreement, together with any applicable Orders and incorporated policies, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

19.2 Amendments

Recolearn reserves the right to update these Terms & Conditions from time to time. Material changes will be notified to Customer via email or a prominent notice on the platform at least 30 days before taking effect. Continued use of the Services after the effective date constitutes acceptance of the updated terms.

19.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

19.4 Waiver

The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's right to enforce such provision in the future.

19.5 Assignment

Customer may not assign or transfer any rights or obligations under this Agreement without Recolearn's prior written consent. Recolearn may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

20. Contact Us

If you have any questions about this Agreement or the Services, please contact us:

Recolearn Limited
The Long Lodge
265-269 Kingston Road
Wimbledon, London
SW19 3NW, United Kingdom
Email: info@recolearn.com
Website: www.recolearn.com

Terms and Conditions