Terms of service
Last updated on 3rd November 2025
FUNKY CHALK LTD
Company no. 10691874
TERMS AND CONDITIONS FOR BUYING PRODUCTS
Welcome to Funky Chalk Ltd. (Company Registration No. 10691874), a company incorporated and registered in England and Wales, trading as Funky Chalk, with its registered office at Spring Valley Mills, Stanningley, Pudsey, West Yorkshire, England, LS28 6DW (hereinafter referred to as “Funky Chalk”, “we”, “our” or “us”).
These terms apply to business customers purchasing Products for commercial purposes (“Trade Customer”, “you” or “your”).
What are these terms about?
These terms apply when you use our website at https://www.funkychalk.co.uk/ and any other websites we operate with the same domain name but different extensions (collectively referred to as the “Website”).
These terms also apply when you purchase products through our Website (“Products”).
Our Privacy Policy forms part of these terms and conditions. By accepting these terms, you also agree to be bound by our Privacy Policy, which can be found at https://www.funkychalk.co.uk/policies/privacy-policy.
How do I read these terms?
We have separated these terms into three parts, so they are easy to read and understand.
Those parts are:
· Part A: Terms for when you buy Products (applies when you buy)
· Part B: Terms for when you browse and interact with this Website (applies when you browse)
· Part C: Liability and warranties, and interpretation provisions (applies to both buying and browsing)
Please let us know if you have any questions about these terms, and don’t continue using this Website or purchase any Products unless you have read and agree to these terms.
I’ve returned to your Website, do I need to read these terms again?
The terms and conditions in effect at the time you place an Order will govern that specific purchase. We reserve the right to modify these terms at any time by updating this page. Any changes will take effect 30 days after posting, and while we may notify you of material changes via email, it remains your responsibility to regularly review these terms. Your continued use of the Website or placing of Orders after such changes constitutes acceptance of the modified terms. The date at the top of this page indicates when these terms were last updated.
Part A For When You Buy Products…
1 SUBMITTING AN ORDER
1.1 ORDERS
(a) By submitting an order for purchase of a Product using the Website’s functionality (Order) you represent and warrant that:
(i) you have the legal capacity and are of sufficient age to enter into a binding contract with us;
(ii) you are entering into this agreement for business purposes and that you are duly authorised to enter into this agreement on behalf of your business; and
(iii) you are authorised to use the debit or credit card you provide with your Order.
(b) Submitting an Order constitutes your intention and offer to enter into Part A of these terms (including Part C which you agreed to by using this Website) where we will provide you with the Products you have ordered in exchange for your payment of the total amount listed upon checkout.
(c) Part A of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order is being processed.
2 ACCOUNTS
2.1 ACCOUNTS
(a) In order to use some of the functionality of the Website, you will be required to sign-up, register and receive an account through the Website (an Account).
(b) As part of the Account registration process and as part of your continued use of the Website, you are required to provide and maintain accurate, complete and up-to-date business information, personal information and details, including but not limited to your entity name, registration number, email address, first and last name of the authorised representative, preferred username, a secure password, billing and physical addresses, mobile phone number, payment details, VAT number and other information as reasonably required by Funky Chalk from time to time. Failure to maintain accurate information may result in immediate suspension or termination of your Account. All personal information will be processed in accordance with our Privacy Policy and applicable data protection laws including the UK GDPR and Data Protection Act 2018.
(c) You agree that you are solely responsible for:
(i) maintaining the confidentiality and security of your Account information and your password; and
(ii) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
(d) You warrant and undertake that any information you give to Funky Chalk in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(e) Once you complete the Account registration process, Funky Chalk may, acting reasonably, choose to accept you as a registered user within the Website and provide you with an Account.
(f) Funky Chalk reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you, acting reasonably and in good faith.
(g) Funky Chalk may suspend or cancel your Account upon giving reasonable notice, for material breach of these Terms or other legitimate business reasons, subject to providing you with an opportunity to remedy any breach where reasonable.
(h) You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it.
(i) While you are responsible for maintaining the security of your Account information and password, we will only be liable for direct losses you suffer due to unauthorised transactions resulting from our gross negligence or wilful breach of these terms, subject to the limitations set out in Part C of these terms. You must notify us within 24 hours of becoming aware of any unauthorised access to your Account. Failure to do so may limit or exclude our liability for any resulting losses.
(j) You agree to release Funky Chalk from liability for any loss or damage that arises out of or in connection with information you provide that is not accurate, honest, correct or up-to-date, except where such liability cannot be excluded under applicable law including the Unfair Contract Terms Act 1977.
2.2 ACCOUNT CANCELLATION
(a) (Cancellation by you) You are responsible for the cancellation of your Account. You can cancel your Account at any time by using the functionality provided on the Website.
(b) (Cancellation by us) We reserve the right to terminate your access to any or all of the Website upon giving you not less than 30 days' written notice, for legitimate business reasons, provided that we refund to you any fees for Products which you have paid for and not received.
3 PRODUCTS
3.1 PRODUCTS
(a) We will endeavour to ensure that the Products provided will be substantially the same as the Products displayed on our Website, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on our Website. We try to make sure that:
(i) all weights, sizes and measurements set out on the Website are as accurate as possible, but due to the nature of the Products, there may be some small deviations in such weights, sizes and measurements in the actual Products than those specified on the Website; and
(ii) the colours of our Products are displayed accurately on the site, the actual colours that you see on your device may vary depending on the device that you use.
(b) Title to the Products shall remain with Funky Chalk until we receive payment in full for the Products and all other sums due to us from you under any agreement with us. This retention of title clause shall not affect the rights of any bona fide purchaser for value without notice who acquires Products from you in the ordinary course of business. Risk in the Products shall pass to you upon delivery at your designated delivery address. You shall store the Products separately and clearly identify them as our property until title passes to you. You grant us an irrevocable license to enter your premises to recover any Products for which payment remains outstanding beyond its due date.
(c) Under the Sale of Goods Act 1979, the Products we provide to you must be as described, fit for purpose and of satisfactory quality.
(d) We are under a legal duty to supply you with Products that are in conformity with this contract (subject to your Order being accepted and confirmed).
(e) The packaging of the Products may be different from that shown on the Website.
3.2 REVIEW OF THE PRODUCTS
(a) You are entitled to any revisions and to provide feedback and reviews of the Product as set out in your Order or as otherwise agreed in writing.
(b) If we have provided Products to you for review, you must complete such review within the time period specified by us in writing, or within 48 hours if no specific period is specified (the “Review Period”). We typically require review of Product drafts prior to processing your Order.
(c) If no changes are requested within the Review Period, then the Products will be taken to have been completed, approved, and accepted by you (Accepted).
(d) For any additional revisions or changes requested by you after the Review Period, you must pay additional service fees for these changes to be made.
(e) You are ultimately responsible for approving all Products (generally prior to your Order, or in your Order), including proofs and ensuring accuracy and suitability. While we will exercise reasonable skill and care in preparing proofs, your approval to proceed with an Order (or otherwise by Accepting the Product) constitutes acceptance of responsibility for any errors and omissions within the Products that could have been identified through reasonable inspection. We will not accept liability for errors overlooked by you at the stage of final proofing, except where such liability cannot be excluded under applicable law.
3.3 FAULTY PRODUCTS
(a) Your rights and obligations are governed by the Sale of Goods Act 1979 (as amended), the Supply of Goods and Services Act 1982, and the terms set forth in this agreement. For more information about your rights as a Trade Customer, please:
(i) contact us using the contact details on our site; or
(ii) contact our dedicated trade support team at trade@funkychalk.co.uk or call 01132558877.
(b) For damaged, faulty, or unwanted Products, Trade Customers must contact our customer service team at trade@funkychalk.co.uk or 01132558877 within 30 days of the invoice date to obtain return authorisation. You must state your preferred outcome (replacement, refund, or credit note). You are required to pack the returned items securely, include copies of all relevant invoices with returned items highlighted, and send them to: Funky Chalk Ltd Spring Valley Mills, Stanningley, Pudsey, Leeds LS28 6DW United Kingdom. For confirmed manufacturing defects, we will cover return shipping costs. Trade Customers are responsible for properly inspecting Products before resale and cannot return items that have been sold to end customers unless covered by our product warranty. Products must be unused and in their original packaging to be eligible for return, except for faulty items. Once your return arrives at our warehouse, we will check the contents within 5 working days and confirm acceptance by email. If we have any questions, we will contact you directly.
4 PAYMENT
(a) All prices are:
(i) per unit (except where otherwise indicated);
(ii) in British Pounds (except where otherwise indicated); and
(iii) subject to change at any time prior to Order confirmation. We will notify you of the final price before you place your Order. Any price changes will only apply to future orders and will not affect orders that have already been confirmed. For standing orders or ongoing supply arrangements, we will provide at least 30 days' written notice of any price changes.
(b) (Payment obligations) Unless otherwise agreed in writing, you must pay for all Products at the time of placing an Order. Any credit terms must be separately agreed in writing and will be subject to our standard credit application process and credit checks. We reserve the right to withdraw or modify credit terms at any time upon notice to you. Late payments will incur interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, plus our reasonable costs of collection, including legal fees. We may suspend delivery of any pending orders until all outstanding payments are received.
(c) (VAT) Unless otherwise indicated, amounts stated in an Order do not include Value Added Tax (VAT). You must pay any applicable VAT at the prevailing rate upon receipt of a valid VAT invoice from us in accordance with the Value Added Tax Act 1994 and applicable HMRC regulations. For international Trade Customers, different VAT rules may apply based on your location and VAT registration status.
(d) (Online payment processing) We use third-party payment providers (Payment Providers) to process payments for Products. By using our payment services, you authorise us and our Payment Providers to store your payment information and process payments as needed for your orders. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the Payment Provider's terms, conditions and privacy policies. While we take reasonable care in selecting our Payment Providers and take reasonable steps to ensure the security of payments, we cannot accept liability for the security or performance of third-party payment providers except where such liability cannot be excluded under applicable law, including the Unfair Contract Terms Act 1977, or where the loss arises from our own negligence or breach of contract. We reserve the right to correct, or to instruct our Payment Provider to correct, any payment processing errors.
(e) (Pricing errors) If we discover an error in the price of your order (including shipping costs), we reserve the right to cancel the order and refund any payment made. Where we choose to honour the order, we will contact you within 2 working days to inform you of the error, giving you the option to either purchase the item at the correct price or cancel your order without penalty. If you choose to cancel and payment has been taken, we will refund the full amount to your original payment method within 14 days. We reserve the right to reject orders where pricing errors are obvious and unmistakable.
(a) For Trade Customers:
(i) Orders under £300 (before VAT): £12 plus VAT standard shipping rate
(ii) Orders £300 and above (before VAT): Free shipping
(iii) Parcels exceeding 200cm in length: Additional £20 plus VAT surcharge regardless of order value
(iv) Non-mainland UK deliveries: Shipping quotes provided post-payment based on parcel specifications, requiring acceptance and payment before dispatch
(v) Collection option: Available from our warehouse by selecting at checkout and arranging collection time
(b) Please note that larger orders will require advance notice for picking. Contact us at trade@funkychalk.co.uk or 0113 255 8877 to arrange collection times.
(c) For standard delivery, items typically arrive within 2-3 working days from dispatch. Express delivery items usually arrive within 24 hours from dispatch on working days, with delivery to Scottish Highlands and British Isles taking up to 48 hours. All delivery times are estimates only, do not form a binding term of the contract, and Funky Chalk shall not be liable for any losses or damages arising from delivery delays. You will receive tracking information via email for most deliveries, except for small items like tips, chalk holders, and soft cases sent via Royal Mail’s non-trackable service.
(d) If circumstances beyond our reasonable control affect the estimated date of delivery, we will endeavour to notify you and provide a revised estimated date for delivery. If the delay exceeds 30 calendar days, either party may terminate the affected order without liability, and we shall refund any amounts paid for the affected order within 14 days of such termination. For clarity, circumstances beyond our reasonable control include but are not limited to: acts of God, war, terrorism, pandemic, epidemic, industrial disputes, supplier delays, transportation disruptions, and changes in applicable laws or regulations.
(e) Delivery will take place to the UK address provided by you when you placed your Order. We use established courier services including Royal Mail, Parcel Force, UPS, DPD, and Evri, depending on the size and nature of your order. The selection of courier service shall be at our reasonable discretion. Smaller items are typically sent via Royal Mail, snooker and pool cues via Royal Mail tracked services, and heavier items like pool ball sets and snooker cue cases through Parcel Force.
(f) Unless we agree in writing otherwise, if we cannot deliver your Product within 30 calendar days of the date of your order acceptance email, we will:
(i) let you know;
(ii) cancel your order; and
(iii) give you a refund.
(g) If delivery cannot be completed due to absence at the delivery address, we will leave a delivery notification and you must contact us within 5 Working Days using the contact details on our Website to arrange redelivery.
(h) The Buyer shall inspect all Products immediately upon delivery and notify Funky Chalk of any apparent defects or damage within 30 days of the invoice date, failing which all Products shall be deemed accepted as delivered. While this inspection requirement does not affect statutory rights regarding latent defects under the Sale of Goods Act 1979, failure to comply with these inspection requirements shall constitute a waiver of any claims related to apparent defects. Any product that shows signs of use, is not in its original condition, or is damaged due to improper handling will not be eligible for return (unless faulty and reported within the allotted time period). Cues and Cue shafts must not have been chalked, used, or resold. Items returned in inadequate packaging will be rejected. The Buyer is responsible for ensuring returned items reach us safely using a tracked shipping method. Proof of postage alone is insufficient, tracking information or signed delivery confirmation is required.
(i) For orders where payment has cleared before 12:00 pm, we aim to dispatch on the same Working Day. Orders after this time will be dispatched the next Working Day. While we aim to meet our delivery time estimates, actual delivery times may vary, particularly for Scottish Highlands and British Isles. We limit our liability for any loss or damage arising from delivery delays to the extent permitted under applicable laws including the Unfair Contract Terms Act 1977, provided such limitation is reasonable in the circumstances. This limitation includes but is not limited to loss of profit, business interruption, or any other commercial losses.
(j) We currently only ship within the United Kingdom and do not offer international shipping services. Returns should be sent to: Funky Chalk Ltd, Spring Valley Mills, Stanningley, Pudsey, Leeds LS28 6DW United Kingdom. As we do not offer international shipping, customs charges are not applicable.
We reserve the right to cancel your Order for any commercially reasonable cause, including but not limited to inventory shortages, pricing errors, or supply chain disruptions, and will notify you of such cancellation promptly, providing reasons where practicable. Where payment has already been debited, the full amount will be credited back to your original method of payment.
6.2 CANCELLATION BY YOU
Orders may only be cancelled prior to written order confirmation from Funky Chalk Ltd. After confirmation, orders are binding and non-cancellable except for manufacturing defects reported within the timeframe specified in our returns policy (clause 6.3). For clarity, no cancellation rights exist for any other reason. The Buyer acknowledges that the Consumer Rights Act 2015 and associated consumer protection laws do not apply to this B2B agreement.
6.3 CONTRACTS THAT CAN BE CANCELLED
(a) Trade Customers must inspect all Products within a reasonable time after delivery and report any apparent defects within 30 days of the invoice date. Any latent defects must be reported within 12 months of delivery or within 30 days of discovery (acting with reasonable diligence), whichever is earlier. Returns will only be accepted for manufacturing defects reported within these timeframes. Products that have been used, chalked, or resold to end customers are not eligible for return unless covered by our product warranty. We do not accept returns from your retail customers unless we have provided a product warranty. These provisions do not affect your statutory rights under the Sale of Goods Act 1979.
(b) To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement to us in writing, for example by emailing us using the contact details available on our Website.
(c) To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
6.4 CONTRACTS THAT CANNOT BE CANCELLED
(a) We do not offer cancellation for snooker or pool cues that show signs of use, including but not limited to chalking, wear marks, or any damage.
(b) As this is a B2B agreement, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply. Returns are governed solely by the terms set forth in this agreement.
(c) This does not affect your statutory rights in relation to faulty Products, as set out in clause 6.5.
(a) For damaged or faulty Products, you must contact us at trade@funkychalk.co.uk or 01132558877 within 30 calendar days of delivery to report the issue. We require clear photographs of the damage/fault from multiple angles and will provide specific return instructions. Items returned without our prior authorization may be rejected and returned at the customer's expense, except where such return is in accordance with your statutory rights. We will refund reasonable shipping costs for items confirmed as damaged or faulty. Due to the nature of wooden products, faults reported after 30 days will be assessed based on industry standards, product specifications, and objective evidence of the product's condition and storage history to determine if they resulted from misuse or improper storage. This assessment will be conducted fairly and reasonably. Nothing in this affects your statutory rights under the Sale of Goods Act 1979 in respect of faulty or damaged goods cause.
(b) If you cancel due to a Product fault, we will reimburse all payments received from you for the faulty Product, including standard delivery and return shipping costs, within 14 days of accepting the return. If you chose a premium delivery option, we will only reimburse the equivalent of our standard delivery cost. For faults reported after the 30 calendar day timeline but within the 12-month latent defect period, we will provide a remedy in accordance with the Sale of Goods Act 1979, which may include repair, replacement, or partial refund, at our sole discretion, based on our reasonable assessment of the nature and cause of the fault. Any remedy provided shall be your sole and exclusive remedy for such defects.
6.6 RETURNS AND REFUNDS PROCESS
(a) If you wish to cancel this contract in accordance with these terms:
(i) due to defects or damage, in accordance with clause 6.3; or
(ii) due to the Products being faulty, in accordance with clause 6.5,
we will reimburse you all payments received by you, including the cost of delivery (subject to clause 6.5(b) and the process set out in this clause 6.6 will apply, provided that:
(iii) clause 6.3 applies to the relevant Product; or
(iv) the relevant Product is faulty in accordance with clause 6.5,
and if neither apply, then we may refuse your refund/cancellation request.
(b) We will use the same method of payment for issuing any refund owed to you using the method you used for your initial payment, unless we have expressly agreed otherwise.
(c) For returns, we require the Product to be in its original, unused condition and in its original, undamaged packaging with all original labels and tags intact. For cues and cue shafts specifically, they must not have been chalked and must not show any signs of use. We may refuse returns that do not meet these conditions. This includes, but is not limited to, signs of chalking, wear marks, or damage to the Product. For snooker and pool cues, even minor use can significantly impact resale value.
(d) For approved returns, we will process any refund or credit note (at our sole discretion) within 10 Working Days following our inspection and acceptance of returned goods in accordance with our return requirements, subject to:
(i) 5 Working Days after the day we received back from you any goods supplied;
(ii) (if earlier) 5 Working Days after the day you provide evidence that you have returned the goods; or
(iii) if there were no goods supplied, 5 Working Days after the day on which we are informed about your decision to cancel this contract (if applicable).
(e) For any returns, proof of delivery and tracking information must be provided via our designated shipping service. We will withhold any credit or reimbursement until we have received, inspected and accepted the Products.
(f) Any claim for defective Products must be made within 30 days of your invoice date with photographic evidence, except for latent defects as specified in clause 6.3. We will inspect returned Products within a reasonable timeframe to verify reported defects and determine if replacement or credit is warranted. For wooden products, proper storage conditions must be maintained and documented.
(g) If you have received the Products and wish to cancel these terms under this clause 6.6:
(i) you must send back the Products to Funky Chalk Ltd, Spring Valley Mills, Stanningley, Pudsey, Leeds LS28 6DW United Kingdom within 30 calendar days of delivery, including copies of all relevant invoices with returned items highlighted using our designated shipping service. For returns of non-defective Products, items must be returned in their original, unused condition and original packaging with no signs of wear, use or chalking. Items must be returned in secure packaging to ensure acceptance;
(ii) you must use our designated shipping service as follows: (a) Royal Mail for standard-sized items; and (b) Parcel Force, UPS, DPD or Evri (as specified by us) for larger items such as pool ball sets and snooker cue cases;
(iii) you must provide us with an image of the packaged Products and postage tracking number; and
(iv) you will only be liable for any diminished value of a Product resulting from your handling of the Product to the extent that handling wasn’t necessary to establish the nature, characteristics and functioning of the Product.
(a) Funky Chalk retains all intellectual property rights in the design of the Products, including the labelling and packaging, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture, reverse engineer, create derivative works from, or otherwise commercialise the Products or their designs.
(b) In this clause 7, “intellectual property rights” means copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in the United Kingdom and throughout the world.
8 THIRD PARTY SUPPLIERS
(a) We may do any of the following:
(i) outsource any part of performing any services related to providing the Products, including delivery of your Products through our shipping partners Royal Mail, Parcel Force, UPS, DPD or Evri, with service selection based on product type and size; or
(ii) procure materials and Products from third party suppliers,
without further notice to or permission from you, provided that we remain responsible for the performance of any outsourced obligations under this agreement.
(b) We will not be liable for any acts or omissions of third party service providers except where we are expressly required to remain liable under applicable law that cannot be excluded by contract. For clarity, we shall not be liable for any third party's acts or omissions even where they were acting as our agent or under our direction, except where such liability cannot be lawfully excluded. This includes situations where third parties cause delay or damage to any part of your Order, or are negligent in providing services or goods.
Part B For When You Browse This Website…
9 ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website on your behalf comply with these terms and any applicable laws. You shall be solely responsible and jointly and severally liable with such persons for any breach of these terms, regardless of whether such breach was caused by you directly or by any person accessing the Website on your behalf.
10 YOUR OBLIGATIONS
You must not:
(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express written consent of Funky Chalk Ltd;
(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Products;
(c) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website, including but not limited to denial of service attacks, flooding of networks, or attempts to overload system resources;
(e) use the Website with the assistance of any automated scripting tool or software;
(f) act in a way that may diminish or adversely impact the reputation of Funky Chalk, including by linking to the Website in a manner that: (i) creates a false association or misleading impression about our relationship with any other website; (ii) damages our reputation; or (iii) implies any endorsement by us without our express written consent; and
(g) attempt to breach the security of the Website or otherwise interfere with the normal functions of the Website, including by:
(i) gaining unauthorised access to Website accounts or data;
(ii) scanning, probing or testing the Website for security vulnerabilities;
(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
(iv) instigate or participate in a denial-of-service attack against the Website.
11 INFORMATION ON THE WEBSITE
(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:
(i) the Website will be free from errors or defects (or both, as the case may be);
(ii) the Website will be accessible at all times;
(iii) messages sent through the Website, including shipping confirmations and tracking information, will be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Website will be secure or confidential; and
(v) any information provided through the Website is accurate or true.
(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time with reasonable notice where practicable, including product descriptions, prices and other Website Content. Any such changes will not affect orders that we have already accepted.
12 INTELLECTUAL PROPERTY
(a) Funky Chalk retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any Intellectual Property Rights (as defined in clause 7) owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from Funky Chalk or as permitted by law.
13 THIRD PARTY TERMS AND CONDITIONS
The Customer acknowledges and agrees that when purchasing through third-party marketplaces such as Amazon or eBay, additional marketplace terms & conditions may apply alongside these terms.
14 LINKS TO OTHER WEBSITES
(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
15 SECURITY
Funky Chalk Ltd does not accept responsibility for any loss or damage to computer systems, mobile phones, other electronic devices, data, or software arising in connection with use of the Website, howsoever caused, except where such liability cannot be excluded under applicable law. While we may implement security measures, you acknowledge that no security measures are perfect or impenetrable, and you access the Website at your own risk. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.
16 REPORTING MISUSE
If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.
Part C Liability And Other Legal Terms…
17 LIABILITY
(a) Subject to the provisions of the Unfair Contract Terms Act 1977 and any liability which cannot be limited by law, including for death or personal injury caused by negligence, Funky Chalk’s total liability for any loss or damage arising from or relating to these terms or any Products or services (whether in contract, tort (including negligence), statute, equity, indemnity or otherwise) shall be limited to the greater of:
(i) the total Fees paid to Funky Chalk Ltd by you for purchase of the Products giving rise to the relevant liability; and
(ii) £100.
(b) All express or implied representations, warranties, conditions, and terms (whether by statute, common law, trade usage, course of dealing or otherwise) in relation to Products and associated services are excluded to the maximum extent permitted by law, except only for those mandatory warranties that cannot be excluded under the Sale of Goods Act 1979. The Buyer acknowledges and agrees that this is a B2B transaction between two businesses acting in the course of business, and accordingly consumer protection laws including the Consumer Rights Act 2015 do not apply to this agreement. Funky Chalk’s liability for defective Products is as set out in our Returns Policy.
(c) (Indemnity) You agree to indemnify and hold harmless Funky Chalk Ltd, its directors, employees, and agents against reasonable liability, losses, damages, costs and expenses (including reasonable legal fees) directly arising from: (a) your or your representatives’ misuse of Products; (b) any breach of these terms by you; (c) any claim brought by a third party in connection with your use or resale of the Products; or (d) any representations or warranties made by you to your customers that exceed those provided by us under these terms.
(d) (Consequential loss) To the extent reasonable and permitted under the Unfair Contract Terms Act 1977, Funky Chalk excludes liability for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Website, these terms or any Products or services provided by Funky Chalk. This exclusion only applies where it is fair and reasonable to do so under the circumstances.
(e) Nothing in these terms or any Order will exclude or limit: (a) liability for fraud or intentional unlawful conduct; or (b) death or personal injury resulting from negligence. For trade customers, these terms are subject to the Sale of Goods Act 1979 (as amended) and other applicable commercial laws.
18 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with these terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use reasonable efforts to resolve the dispute in good faith. For trade disputes relating to Product faults or returns, Funky Chalk will first attempt to resolve the matter through its dedicated trade support channels (trade@funkychalk.co.uk or 01132558877) as specified in our Returns Policy. Products must be checked for defects and any issues reported within 30 days of the invoice date. Returns for unwanted products will only be accepted if unused and in original packaging within 30 days of invoice date. If the dispute is not resolved within a reasonable period, being no less than 14 days (or such other period as agreed by the parties in writing) after the date of the notice, and in the case of product returns, after following the returns process outlined in our Returns Policy, any party to the dispute may take legal proceedings to resolve the dispute.
19 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
20 FORCE MAJEURE
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party shall use reasonable endeavours to give to the other party written notice as soon as reasonably practicable of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with the notice requirements in the preceding paragraph, the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event, provided that the Affected Party continues to take all reasonable steps to minimise the impact of the Force Majeure Event and resume performance as soon as reasonably practicable. Any obligations of payment that arose prior to the Force Majeure Event shall remain payable according to the original payment terms.
(c) The Affected Party must use its reasonable endeavours to mitigate the effects of and overcome or remove the Force Majeure Event as quickly as possible. If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate this agreement by giving written notice to the other party. Where a Force Majeure Event affects our operations, Funky Chalk will notify affected trade customers promptly of any impact on services.
(d) (d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; or
(iv) any decision, order, regulation or directive of a government authority, or any public health emergency or pandemic (including but not limited to COVID-19), cyber-attack, telecommunications or internet failure, or supply chain disruption beyond the reasonable control of the Affected Party, which directly prevents or materially impairs the Affected Party’s ability to perform its obligations under this agreement.
21 GENERAL
21.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
21.2 WAIVER
No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
21.3 SEVERANCE
Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.
21.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
21.5 ASSIGNMENT
Neither party may assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Trade customers may not sub-license, transfer their trade account privileges, or engage in any resale activities without Funky Chalk’s prior written consent. Notwithstanding the foregoing, Funky Chalk may assign its rights and obligations under these terms to any successor to all or substantially all of its business or assets relating to these terms, or to any affiliated company within its group.
21.6 COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.
21.7 ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, conduct, arrangements, understandings or agreements, whether express or implied, in relation to the subject matter of these terms.
21.8 INTERPRETATION
(a) (singular and plural) words in the singular include the plural (and vice versa);
(b) (currency) a reference to £ or “pounds” is to pounds sterling (GBP), unless otherwise agreed in writing;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person”, "trade customer" or “you” includes a natural person, corporation, limited liability partnership, authority, association, consortium, joint venture, or any other entity recognised by law (whether incorporated or unincorporated), partnership, trust or any other business entity engaged in commercial trading with Funky Chalk;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of these terms will be construed against a party solely because that party was responsible for the preparation of these terms or that provision.
21.9 NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (“Email Address”). The parties acknowledge that email notices constitute valid written notices for the purposes of this agreement, the Electronic Communications Act 2000 and the Electronic Commerce (EC Directive) Regulations 2002. The parties may update their Email Address by providing written notice to the other party.
(b) Unless the sending party receives an automated delivery failure notification or other notification indicating non-delivery, a notice sent to the other party’s Email Address will be deemed to be given:
(i) 24 hours after the email was sent on a Working Day, or if sent on a non-Working Day (including Saturdays, Sundays or bank holidays in England and Wales), at 9:00 AM on the next Working Day; or
(ii) when replied to by the other party,
(iii) whichever is earlier.
