Undergraduate students access the Internet for a range of purposes, many unrelated to their studies. Increasingly, learners are using the Internet to find information and resources for coursework, whether or not this is promoted or endorsed by their teachers. This article reports an interview study that investigated "why" and "how" independent learners use Web-based resources, exploring not only the academic context of the courses studied, but also any relevant personal, domestic and employment-related circumstances. Factors were identified, which enhanced or competed with study activities, acting as incentives or disincentives for learners. The findings suggest that it is not technologies "per se", but a combination of various contextual factors, that determine students' use of Web resources for learning. Of the academic factors that emerged from the interviews, assessment requirements and pedagogic approach were particularly important.