1.1. These are the terms and conditions which you agree to be bound by when accessing the Chalkboard app (‘App’). Please read these terms carefully before using our App. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.2. In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

1.2.1. You are an individual; and
1.2.2. You are using services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.3. If you are a business customer these terms constitute the entire agreement between us in relation to your use of the App. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

1.4. These are our terms of business as of 16th December 2022. Chalkboard reserves the right to amend these terms at any time. We will notify you in the event of any changes to our terms.

2. Information about us and how to contact us

2.1. We are Chalkboard Software Limited (‘Chalkboard’), a company registered in England and Wales. Our company registration number is 09192721 and our registered office is at 7 Bell Yard, London, WC2A 2JR. Our registered VAT number is GB 201 7490 39.

2.2. You can contact us by emailing us on the following email address, [email protected] or via the App under ‘Profile Menu’.

2.3. If we have to contact you we will do so by writing to you at the email address or postal address you provided to us when you created an account.

2.4. When we use the words "writing" or "written" in these terms, this includes emails.

3. Our contract with you

3.1. Our contract with you will come into existence when you create an account on our App when using our free service or when you subscribe for our services when using our paid service.

3.2. Our App is accessible in the UK and the USA and our services are available in the English language only.

3.3. This contract will be governed and construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with it or its subject matter or formation.

4. Our services

4.1. The App provides an online portal for businesses where users can invite customers and clients to review local businesses, chat with customers and create customer groups all in one place. Some or all of these services may be available to you will depend on whether you use our free services or our subscription services.

4.2. When you sign-up to use our services you will be allocated one or more phone numbers which will be personal to your account. Users can then send messages to customers via the App and customers can respond to you on this phone number. All contact to this number will show as a notification in the App. Our phone number services are provided by a third party.

4.3. Chalkboard reserves the right to amend the services that are available at any time or withdraw a service from the App as per clause 6.1 below.

4.4. All of our services are subject to our Fair Usage policy as set out in clause 9 below.

4.5. Our App may contain intellectual property which shall remain the property of Chalkboard for the duration of your contract with us. Nothing that occurs during our relationship shall be deemed an assignment of any intellectual property rights and by using the App you agree not to use any of our intellectual property or infringe any of Chalkboard’s intellectual property rights. Chalkboard agrees to grant a license to our users for the use of the App.

5. Providing our services

5.1. We may have to suspend the supply of our services to:

5.1.1. deal with technical problems, bugs or make minor technical changes; or
5.1.2. update the service to reflect changes in relevant laws and regulatory requirements.

5.2. We may contact you in advance to tell you we will be suspending our service, unless the problem is urgent or an emergency. Please read these terms and conditions carefully which set out your rights in the event of the temporary suspension of our services.

5.3. Our App is not designed for the use of children.

6. Our rights to make changes

6.1. We may change any of our services:

6.1.1. to reflect changes in relevant laws and regulatory requirements; or
6.1.2. to implement minor technical adjustments and improvements, for example, to address a security threat. If these changes affect your use of our services we will contact you; or
6.1.3. to keep up with the needs of our users.

6.2. App updates will periodically become available on the Apple App Store and Google Play. It is your responsibility as an App user to ensure you are using the most up to date version of the App to ensure the best of our services. We cannot guarantee that older versions of the App will continue to function to its highest standard and you may experience technical glitches.

7. Payment and subscription to our services

7.1. We may offer both a free service and a paid for service. If you are unsure whether you wish to subscribe for our paid services you may take advantage of a trial period. The length of the trial period will depend on the length of the subscription you choose. If you choose to not proceed with subscribing to our services, you should cancel your subscription before your billing date. This can be done in the Apple App Store, in Google Play, or through the App, depending on the billing method.

7.2. If you opt to subscribe for our services, payment will be managed via in-app subscriptions, or via card payment.

7.3. Chalkboard offers monthly and weekly subscriptions and users are also able to bulk-purchase subscriptions for larger periods of time such as six or twelve months. Your subscription will automatically renew at the end of the subscription period unless you cancel your subscription.

8. Cancellation & refunds

8.1. Whether you are a consumer or a business user, you have the right to cancel your subscription to our App at any time through the Apple App Store, Google Play, or through the App, depending on the billing method. If you are a consumer user, you agree to waive your right to the 14-day cooling off period as all of our services available on our App contain digital content. Please read the following terms carefully which set out your cancellation rights.

8.2. Once your subscription has been cancelled, your access to our services shall continue until the end of the billing period, after which your access will cease and any data input into the App will be lost.

8.3. Chalkboard will retain phone numbers on our system for a period of 7 days so that if you decide to restart your subscription we can reissue this same number to you. After this period of time, if you decide to re-subscribe to our services you will be provided with a new phone number.

8.4. Due to the digital nature of our services, we do not offer and cannot accept refunds in respect of our services except in the following limited circumstances:

(a) when we have told you about an upcoming change to our services or these terms which you do not agree to (see clause 6.2);
(b) when we have told you about an error in the price or description of our services and you do not wish to proceed;
(c) when we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or
(d) when you have a legal right to end the contract because of something we have done wrong.

8.5. If you have any questions or complaints about any of our services please let us know by contacting us.

9. Fair usage and content

9.1. Your use of our App is subject our fair usage policy as set out in this clause 9 of these terms and conditions. Failure to comply with these terms will be a breach of contract and Chalkboard reserves the right to revoke your access to the App. In the event of any revocation of access, no refunds will be given in respect of any period of time remaining on any subscription.

9.2. Users must only send messages to their customers who have consented to such contact. By using the App you confirm that you have the consent of those customers that you contact via our services in line with the requirements of the Data Protection Act 2018 and the General Data Protection Regulations.

9.3. By using the App you agree to not use our services to send or share any content that is offensive, insensitive, upsetting, bullying, of an adult or gambling nature, illegal, unlawful or fraudulent. You must not send or share any content that has any illegal, unlawful or fraudulent purpose or effect. You agree not to spam customers and confirm you are using the App for legitimate business purposes only.

9.4. Our App enables user-generated content and by using our App you agree not to use our service to abuse or bully end-customers or other users. Chalkboard may use a filter to prevent objectionable material or content being shared and the ability to block users from our services.

9.5. Chalkboard shall not be liable for any loss or damage to reputation caused to you as a result of your breach of any of the terms of this clause 9.

9.6. The App is intended for continuous, live conversation or messages between two individuals. Lack of continuous conversation, unusual calling or messaging patterns, automated calling or messaging (other than through normal and expected usage of the App), high ratios of failed or undeliverable messages or calls, and/or excessive usage (e.g. more than 3,000 outbound (inc. forwarded) minutes, 2,000 inbound toll-free/freephone minutes, or 2,000 outbound messages, per number, per 30 days) will be considered as unfair use and a breach of the terms of this clause 9.

9.7. We may temporarily restrict access to the App where we detect unusual calling or messaging patterns, high ratios of failed or undeliverable messages or calls, or any other breach of these terms. You will be asked for more information about your usage and your business, and when we are sure that your usage of the App complies with this clause 9, we will immediately restore access to the App.

9.8. We may temporarily restrict the ability to make calls or send messages in cases of excessive use as defined in clause 9.6. In this case, functionality will be reinstated as soon as usage returns to normal levels.

9.9. If you send text messages to US carriers through a 10DLC (10-Digit Long Code) phone number, you may need to register with phone carriers to avoid message filtering. This can be arranged through Chalkboard and will incur a fee.

10. Third parties

10.1. When using our App you will have the opportunity to link your account to either Facebook and/or Google so that reviews you receive will show on these platforms. In using our app you also agree to the terms and conditions of these third parties and Chalkboard accepts no liability whatsoever in respect of any loss caused as a result of breach these third parties terms and conditions.

10.2. Our App may include links to third party websites. Chalkboard has not reviewed all of the sites that are linked via the App and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Chalkboard of any site and such links are to be visited at the users own risk.

11. Our liability

11.1. If you are a consumer:

11.1.1. and if we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. We will not however be liable for any loss or damage that is not reasonably foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
11.1.2. Nothing in these terms shall limit our liability for:
1. (a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
2. (b) for fraud, fraudulent misrepresentation or wilful default;
3. (c) for breach of your legal rights in relation to our services.
11.1.3. and if defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions (if applicable) or to have in place the minimum system requirements advised by us.

11.2. If you are a business nothing in these terms shall limit or exclude our liability for:

11.2.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
11.2.2. fraud or fraudulent misrepresentation;
11.2.3. defective products under the Consumer Protection Act 1987; or
11.2.4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

11.3. All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

11.4. Subject to clauses 11.1.2 and 11.2:

11.4.1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
11.4.2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for services under such contract.

12. How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

13. Other important terms

13.1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

13.2. Any contract made between us and you and no other person shall have any rights to enforce any of its terms. Neither of us will need to seek the agreement of any other person in order to end the contract or make any changes to these terms.

13.3. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.4. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.