Terms & Conditions
Parties
These Terms and Conditions ("Agreement") are entered into by and between:
1. Wholeselves Pty Ltd (ACN 682 632 211) with its registered website at www.sleepnatal.com.au ("Company", "we", "us", or "our"); and
2. The User and/or Client, any individual or entity accessing our website, using our services, purchasing our products, or engaging with the Company in any manner ("Client", "you", or "your").
By accessing our website (“Website”), using our Services, or purchasing our Products, you acknowledge that you have read, understood, and agree to comply with and be bound by this Agreement.
Background
A) The Company specialises in providing professional sleep consultancy services, including but not limited to personalised consults, group sessions, and workshops (offered both online and in-person), and digital resources (eBooks, workbooks, online courses, collectively referred to as “Services”). These Services are led by the Company’s founder, a registered clinical psychologist whose registration is recognised exclusively within Australia as outlined in Clause 8.2.
B) The Company’s Services cater to a diverse clientele, including individuals across various life stages, workplaces, healthcare providers, and community groups, with a strong emphasis on delivering high-quality, customised solutions to address sleep-related challenges. While the Company primarily operates in Australia, its Services are accessible internationally, subject to applicable laws and regulations as outlined in Schedule 1 (Item 7).
C) The Client seeks to engage the Company’s Services to meet their specific needs, enhance their sleep health, or benefit from the Company’s digital resources and professional expertise, as further detailed in this Agreement.
D) The parties mutually agree to enter into this Agreement and to be bound by the terms and conditions set forth herein, which govern the use of the Company’s Website, the purchase of its Products, and the delivery of its Services.
1. Target Audience and Eligibility
1.1 Target Audience
a) The Company Services are customised to meet the needs of the following groups:
i. Individuals during pregnancy and the postpartum period, extending up to two years after childbirth;
ii. Healthcare Providers, including medical professionals (such as general practitioners, specialists, and psychiatrists) and allied health professionals (such as nurses, midwives, and psychologists).
iii. Corporations, community organisations, and not-for-profit entities; and
iv. Perinatal support professionals, including baby sleep consultants, doulas, and other professionals involved in perinatal care.
b) The Founder of the Company provides Services for:
i. Individuals within the community seeking support for sleep and wellbeing, and associated challenges;
ii. Corporations, community organisations, and not-for-profit entities; and
iii. Researchers, policy officers, and professionals engaged in fields relevant to mental health and wellbeing.
1.2 Eligibility and Access Limitations
a) Personalised consults are exclusively available to individuals aged 18 years and above. Workshops may include participants under 18 years of age, provided that parental or school consent is obtained.
b) Services are available to Clients who can communicate in English to ensure effective communication. Clients who require an interpreter may also access the Services, provided that the interpreter is arranged at the Client's expense. The Company can assist in facilitating interpreter services through third-party providers, upon the Client's request.
c) Clients must possess the capacity to provide valid and informed consent to access the Services.
1.3 NDIS Participants
a) The Company is an unregistered provider under the National Disability Insurance Scheme (NDIS). However, NDIS participants with self-managed or plan-managed funding are eligible to access the Company’s Services and Products.
b) Clients who are NDIS participants with self-managed or plan-managed funding must ensure they meet the eligibility criteria set by the NDIS and comply with all applicable guidelines.
c) The Client is responsible for confirming their eligibility to use NDIS funding for the Company’s Services before booking. The Company will not directly claim funding on behalf of the Client but will provide necessary documentation to assist with the claim process.
2. Services
The full scope of Services to be provided under this Agreement is detailed and described in Schedule 1, which is attached hereto and incorporated by reference.
3. Payment Terms
3.1 The Client agrees to pay all fees associated with the Services and Products as outlined by the Company at the time of booking or purchase. Payments can be made using the payment methods specified on the Company’s Website, including Stripe, Paypal, bank transfers, or other secure payment platforms.
3.2 Payments must be confirmed by the Company before access to digital resources or scheduling of consults, group sessions, or workshops is granted.
3.3 All fees are listed in Australian Dollars (“AUD”) unless otherwise specified. Clients are responsible for any applicable taxes, including Goods and Services Tax (“GST”), where required under Australian law.
3.4 Payment for Services must be made in full at the time of booking unless otherwise agreed in writing. The Company may offer instalment payment options for certain Services, which will be subject to additional terms and conditions specified by the Company.
3.5 The Company charges for Services using the following pricing structures:
a) Flat fees for most Services, including personalised consults, group sessions, and workshops;
b) Hourly rates for specific consulting services;
c) Promotional pricing or discounts, which may include offers such as a percentage discount on full courses when combined with the purchase of related Services (e.g., a “mini course”), as determined and communicated by the Company at its sole discretion; and
d) Special bundled pricing for specific programs/packages which include packs of consults and resources at a discounted rate, as determined and communicated by the Company at its sole discretion.
3.6 Failure to complete payment by the specified due date may result in suspension or cancellation of the Services. The Company reserves the right to charge interest on overdue payments at a rate consistent with applicable laws.
3.7 Refunds for cancellations will be handled in accordance with the Company’s Policy as outlined in Clause 4.
3.8 If a payment dispute arises, the Client must notify the Company in writing within seven (7) days of the payment date. The Company will work with the Client to resolve the issue promptly and fairly.
3.9 Clients accessing the Services from outside Australia are responsible for any additional fees or bank charges, including currency conversion fees.
4. Refund and Cancellation
4.1 Refunds for personalised consults, group sessions, or workshops will be granted if the cancellation request is submitted in writing to the Company at least 48 hours prior to the scheduled start time. Refunds are not available for digital resources, such as eBooks, courses, or guidebooks, once access has been provided, except as required under Australian Consumer law. If a refund is approved, the amount refunded will be subject to the deduction of any card processing fees incurred by the Company, as charged by our third-party payment processors. In the case of digital resources provided upon booking (e.g., Workbook, Sleep Logs), refunds will be processed minus the full cost of the digital resources provided.
4.2 The cancellation policy for personalised consults is as follows:
a) Cancellations made more than 48 hours before the scheduled session will not incur any charge;
b) Cancellations made between 48 and 24 hours before the session will incur a 50% charge; and
c) Cancellations made within 24 hours of the session will be subject to the Company’s discretion and may result in forfeiture of the full session fee.
4.3 For consulting services, cancellation and refund policies will be determined on a case-by-case basis and communicated to the Client during the booking process. These terms will reflect industry standards and the specific nature of the consulting engagement.
4.4 Refunds for group sessions will be evaluated based on the timing of the cancellation and any impact on the minimum participant requirements necessary for the session to proceed.
4.5 The Company reserves the right to cancel or reschedule any session, workshop, or event. In such cases, the Client will be offered the choice of a full refund or the opportunity to reschedule the session at a mutually agreed time.
4.6 Clients who fail to attend a scheduled session without prior notice, as outlined in this Clause, will not be eligible for a refund or rescheduling.
4.7 Any disputes regarding refunds or payments must be raised in writing within seven (7) days of the payment date. The Company will review all disputes in good faith and respond promptly.
5. Medical Rebate
5.1 Medicare rebates (“Medicare Rebates”) are available to Australian residents holding a valid Mental Health Treatment Plan (“MHTP”) issued by a General Practitioner, psychiatrist, or paediatrician, in accordance with the Better Access initiative (“Better Access Initiative”). Clients may also claim benefits through private health insurance, where eligible, depending on their policy and provider.
5.2 Group therapy sessions must consist of a minimum of four (4) and a maximum of ten (10) participants to qualify for Medicare rebates. Not all participants need to have a Mental Health Treatment Plan (MHTP), but the group must consist of at least four (4) participants to be eligible for the rebate. Medicare rebates remain claimable if three (3) participants attend, provided four (4) participants were originally scheduled and one (1) is unable to attend due to unforeseen circumstances.
5.3 To claim Medicare rebates for telehealth services, Clients must meet the following criteria:
a) Reside at least 15 kilometres by road from the psychologist;
b) Reside in a geographic area classified as Modified Monash Model (MMM) 4-7; or
c) Both parties (the Client and the psychologist) must be located in Australia to qualify for the rebate.
5.4 Certain personalised consults offered by the Company may qualify for Medicare rebates, provided the Client meets the eligibility requirements outlined in the Medicare Benefits Schedule (“Medicare Benefits Schedule” or “MBS”). This may include sessions involving a person other than the patient, where such sessions are clinically appropriate and directly related to the patient’s treatment plan under the MHTP. These sessions may involve family members, carers, or other supporters to assist in the treatment and management of the patient’s condition.
5.5 In addition to rebates available under the Better Access Initiative, the following Medicare rebates may also apply to eligible Clients, subject to the criteria outlined in the MBS:
a) Non-Directive Pregnancy Support Counselling: Medicare rebates are available for Clients requiring non-directive pregnancy support counselling under MBS item 81000. Eligible Clients must hold a valid referral from a General Practitioner, who can provide up to three sessions per pregnancy; and
b) GP Chronic Condition Management Plan (formerly Chronic Disease Management Plan): Medicare rebates may also be available for Clients with chronic medical conditions under the GP Chronic Condition Management Plan, which enables up to five allied health sessions per calendar year. Eligible Clients must have a management plan developed by their General Practitioner and meet the requirements outlined in the MBS.
5.6 Clients must confirm their eligibility for Medicare rebates prior to booking services and provide all necessary documentation, including a valid MHTP and referral letter, to facilitate Medicare claims. Failure to provide the required documentation will result in the Client being charged the full session fee, without eligibility for Medicare rebates.
5.7 Medicare rebates are not available for group sessions, workshops, digital resources, or Services provided to International Clients. Medicare rebates are also not available to Australian residents who are temporarily located or travelling outside Australia, even with a valid MHTP, as eligible services must be delivered within Australia to qualify for rebates. International Clients or those without a valid MHTP are ineligible for Medicare rebates and will be charged the standard service fee.
5.8 The Company will assist eligible Clients in meeting Medicare requirements, such as liaising with referring practitioners (e.g., General Practitioners, psychiatrists, or paediatricians) to confirm MHTP Eligibility or provide session updates as required. The Company will also use the Tyro Health system, integrated with Cliniko, to facilitate the processing of Medicare rebates, which includes details such as the client’s name, Medicare number, appointment date/time, and eligibility information. However, the Company does not guarantee approval or processing of Medicare rebates. Approval and processing of rebates are determined solely by Medicare and subject to its terms and conditions. It is required that the Company provides evidence-based treatments as outlined in Schedule 1 (Item 6) ensuring compliance with professional and regulatory standards.
6. Client's Obligations
6.1 The Client is responsible for providing accurate, complete, and up-to-date information as required by the Company to deliver the Services effectively. This includes personal details (for example, name, address, gender, date of birth), and personal/family history (health history and current symptoms and experiences).
6.2 The Client agrees to comply with any guidelines, instructions, or recommendations provided by the Company as part of the Services. Failure to do so may impact the outcomes of the Services, for which the Company shall not be held responsible.
6.3 The Client must attend scheduled consults, group sessions, or workshops punctually. In the event of cancellation or rescheduling, the Client must notify the Company as outlined in Clause 4.
6.4 The Client agrees to use the Company’s digital resources for personal purposes only and not to share, reproduce, distribute, or otherwise exploit the materials without prior written consent from the Company.
6.5 The Client is responsible for ensuring that their use of the Services complies with all applicable laws and regulations in their jurisdiction, particularly if accessing the Services from outside Australia.
6.6 The Client must make payments for the Services and Products in accordance with the terms specified by the Company. Failure to meet payment obligations may result in suspension or termination of the Services.
7. Company's Obligations
The Company shall:
7.1 Provide the Services as described in this Agreement, using reasonable care, skill, and professionalism, to support the Client in improving their sleep health and overall wellbeing;
7.2 For personalised consults, customised advice and strategies to the Client’s specific circumstances, based on the information provided by the Client;
7.3 Adhere to the standards, codes, and guidelines established by the Australian Health Practitioner Regulation Agency and the relevant Psychology Board of Australia for psychological services. All Services will be delivered in accordance with applicable laws, professional regulations, and ethical guidelines to ensure evidence-based care and compliance with professional standards;
7.4 Handle cancellations, rescheduling, and refund requests in accordance with its stated policies and shall communicate any changes or updates to the Client in a timely manner; and
7.5 Provide reasonable notice of any significant changes to the Services, terms of this Agreement, or availability of the Services.
8. Disclaimer
8.1 The Company provides sleep consultancy services and related digital resources for informational and educational purposes only. These Services are not a substitute for professional medical advice, diagnosis, or treatment. Clients are strongly advised to consult a qualified healthcare provider for any medical concerns, mental health issues, or physical conditions before engaging with the Company’s Services.
8.2 The Company’s founder is a registered clinical psychologist in Australia, with registration applicable exclusively within Australia. For Clients outside Australia, the Services are provided solely as sleep consultancy, including education and personalised strategies focusing on sleep health, and no representation is made regarding the founder’s professional credentials or qualifications as a psychologist in other jurisdictions. The Company and its team do not diagnose, treat, or cure any medical, mental, or physical health conditions for clients outside of Australia. Within Australia, the Company’s founder is qualified to diagnose and treat relevant conditions as a registered clinical psychologist, including insomnia, regardless of whether the Client has a GP referral letter. However, to receive rebates under the Medicare Mental Health Treatment Plan (MHTP), Clients must hold a relevant ICD diagnosis. For more details, Clients are referred to Medicare/MBS Online. The Company also provides services to Clients using health insurance, NDIS, or the Medicare Chronic Condition Management Plan.
8.3 The Company does not provide crisis management for acute mental health conditions such as psychosis, eating disorders, suicidal ideation, or acute substance-related disorders or situations involving family violence or other crises requiring emergency intervention. Clients in such situations will be directed to appropriate emergency or crisis services.
8.4 Self-guided resources, including digital materials, are intended for informational purposes only and do not replace regular medical care. Similarly, online quizzes or assessments, are not diagnostic tools and do not constitute a diagnosis by a qualified professional.
8.5 Personalised consults focus on sleep health and adopt a holistic approach. However, engagement with the Company as a consultant is designed to be time-limited and does not constitute ongoing psychological care or case management.
8.6 Clients are responsible for determining whether the Services are suitable for their personal circumstances. The Company does not guarantee specific results or outcomes, as sleep patterns and improvements depend on individual circumstances, lifestyle factors, and other variables beyond the Company’s control.
8.7 To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use of its Services, Website, or Products. Clients are advised to exercise their own judgment when implementing any recommendations or advice provided by the Company.
8.8 The Company uses third-party platforms, including but not limited to, Cliniko, Google Workspace (such as Gmail and Google Meet), Wix and payment processors such as PayPal and Stripe, to deliver its Services. The Company disclaims liability for any technical difficulties, data breaches, or service interruptions arising from the use of these platforms. To support scalability and enhance service delivery, the Company reserves the right to adopt alternative platforms in the future, such as Circle.so, LearnWorlds, or Podia, or any other similar technologies as deemed appropriate. Clients are responsible for ensuring they have adequate internet connectivity and technology to access virtual services.
8.9 In case of a medical or mental health emergency, Clients are advised to contact emergency services immediately, such as 000 in Australia, or consult their treating general practitioner or the nearest hospital emergency department. The Company is not equipped to manage or respond to emergencies of any kind.
9. Confidential Information and Privacy
9.1 Confidential Information
a) For the purposes of this Agreement, "Confidential Information" refers to all non-public, confidential, or proprietary information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally or in written, electronic, or other form, including but not limited to business processes, financial data, strategies, intellectual property, and any other information deemed confidential under applicable laws or a reasonable person's understanding.
b) The Receiving Party agrees to:
i. Maintain strict confidentiality of all Confidential Information and refrain from disclosing it to any third party without the prior written consent of the Disclosing Party, except where disclosure is required by law or court order;
ii. Use Confidential Information solely for purposes of fulfilling its obligations or exercising its rights under this Agreement; and
iii. Implement and maintain appropriate measures to protect the confidentiality of the Confidential Information, including technical and organisational safeguards to prevent unauthorised access or misuse.
c) Confidential Information excludes information that:
i. Becomes publicly available without breach of this Agreement by the Receiving Party;
ii. Was known to the Receiving Party before its disclosure by the Disclosing Party without any confidentiality obligation;
iii. Is lawfully obtained by the Receiving Party from a third party without a confidentiality breach; or
iv. Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
d) The Company may facilitate online peer support groups (e.g., through platforms such as Wix) where Clients may voluntarily share experiences and offer mutual support. Clients acknowledge and agree that information shared within these groups is not considered Confidential Information under this Agreement, as it is voluntarily disclosed to a broader audience.
9.2 Privacy
a) For the purposes of this Agreement, "Personal Information" (under the Privacy Act 1988 (Cth)) and "Personal Data" (as defined under the General Data Protection Regulation (GDPR)) include any data or opinion that can identify an individual, whether directly or indirectly. This encompasses, but is not limited to, names, contact details, health information, financial data, location data, IP addresses, cookies, and any sensitive information protected under applicable privacy laws.
b) Both Parties shall comply with all applicable privacy and data protection regulations, including but not limited to:
i. The Australian Privacy Principles under the Privacy Act 1988 (Cth); and
ii. The General Data Protection Regulation (“GDPR”) where applicable to the collection, processing, and storage of Personal Data of individuals in the European Economic Area (“EEA”).
c) If the Company collects or processes Personal Information or Personal Data from the Client or other individuals while delivering the Services, the Company agrees to:
i. Use such Personal Data exclusively for the purposes outlined in this Agreement and in accordance with any written instructions provided by the Client;
ii. Implement strong technical and organisational measures to prevent unauthorised or unlawful processing, accidental loss, destruction, or damage to Personal Data;
iii. Obtain the Client’s prior written consent before transferring Personal Data to any third party, except where required by law; and
iv. Retain health or medical records for a minimum of seven (7) years from the Client’s last engagement, or in the case of Clients under 18 years of age, until they reach 25 years of age, in accordance with the Health Records Act and other applicable regulations.
d) The Company may collect feedback, testimonials, or other responses from Clients regarding their experience with the Services. By providing such feedback or testimonials, the Client grants the Company the right to use this information for promotional, research, and evaluation purposes. The Company will ensure that any use of Client feedback or responses will comply with privacy regulations and will not include identifiable Personal Information without the Client’s prior written consent.
e) The Company may, in the future, provide an online community platform where participants can upload artworks, videos, comments, or written responses to share their experiences. By voluntarily joining such groups and posting content, participants consent to:
i. Their Personal Information, such as profile photo, name, comments, and other submitted content, being visible to other participants within the community; and
ii. The Company’s use of uploaded content for purposes of operating the platform, facilitating peer engagement, and improving community services, in compliance with applicable privacy laws.
f) The Company shall ensure that appropriate consents and notices are provided to individuals whose Personal Data is collected, ensuring compliance with applicable laws.
g) Each Party shall promptly inform the other in writing of any unauthorised access, loss, or disclosure of Personal Information or Personal Data. In the event of a data breach involving Personal Data, the Company shall comply with GDPR requirements, including notifying the relevant supervisory authority within 72 hours and, where required, affected individuals.
9.3 Return or Destruction of Confidential Information and Personal Information
Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy all copies of Confidential Information and Personal Information in its possession, except where retention is required by law or for legitimate archival purposes. The Receiving Party shall certify in writing to the Disclosing Party that all such information has been returned or destroyed, as applicable.
10. Intellectual Property
10.1 All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in the Company’s Services, Products, Website, digital resources, materials, and related content (collectively, "Company Materials") are owned by or licensed to the Company. The Client acknowledges that no ownership rights in the Company Materials are transferred to the Client under this Agreement. All rights not expressly granted to the Client are reserved by the Company.
10.2 The Company grants the Client a limited, non-exclusive, non-transferable, and revocable license to access and use the Company Materials solely for personal, non-commercial purposes, subject to the terms of this Agreement. The Client is expressly prohibited from copying, reproducing, distributing, adapting, modifying, creating derivative works, publicly displaying, or otherwise exploiting the Company Materials without the prior written consent of the Company.
10.3 The Client agrees not to:
a) Remove, alter, or obscure any proprietary notices or disclaimers included in the Company Materials;
b) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software or systems provided by the Company;
c) Share or distribute access to any digital resources or services provided by the Company, including logins or passwords, with any third party without written permission.
10.4 Any intellectual property rights in materials or information provided by the Client to the Company for the purpose of delivering the Services remain the sole property of the Client. By providing such materials, the Client grants the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, and adapt these materials solely for the purpose of delivering the Services under this Agreement.
10.5 The Client further acknowledges and agrees that responses, feedback, and non-identifiable data collected during the delivery of the Services may be used by the Company for purposes such as quality improvement, research and evaluation, and the development of a broader understanding of sleep and wellbeing experiences. Such data may also contribute to anonymised research databases, training materials, or be used in testimonials to showcase outcomes, provided that the Client’s personal or identifiable information will not be used or disclosed without their prior written consent.
10.6 The Client agrees to immediately notify the Company in writing if they become aware of any unauthorised use of the Company Materials or any potential infringement of the Company’s intellectual property rights. The Company reserves the right to take any legal action it deems necessary to protect its rights.
10.7 Upon termination or expiration of this Agreement, the Client shall cease all use of the Company Materials and return or destroy any physical copies in their possession, except where retention is required by law or expressly permitted by the Company in writing. For digital resources (eBooks, workbooks, etc.), the Client may retain such materials for personal use; however, access to any online course platform or associated digital content will be terminated after 9 months from the date of purchase, unless otherwise agreed in writing by the Company.
11. Indemnity
11.1 The Client agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and subcontractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) Any breach of this Agreement by the Client, including but not limited to unauthorised use of the Company's Services, Products, or Confidential Information;
b) Any false or misleading information provided by the Client during the engagement or use of the Services;
c) Any negligence, wilful misconduct, or unlawful act by the Client; and
d) Any claim brought by a third party resulting from the Client’s improper or unauthorised use of the Services or Products provided under this Agreement.
11.2 The Company agrees to indemnify, defend, and hold harmless the Client, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) Any breach of this Agreement by the Company;
b) Any negligent or wilfully wrongful act or omission by the Company, its employees, or agents in the performance of the Services under this Agreement; and
c) Any claim by a third party alleging that the Company’s Services, Products, or materials infringe the intellectual property rights of such third party.
11.3 The indemnity process includes the following steps:
a) The Party seeking indemnification ("Indemnified Party") shall promptly notify the other Party ("Indemnifying Party") in writing of any claim, demand, or action for which indemnification is sought, providing sufficient details to allow the Indemnifying Party to respond appropriately;
b) Upon receipt of such notice, the Indemnifying Party shall assume control of the defence and settlement of the claim, acting in good faith and with reasonable diligence, while the Indemnified Party cooperates fully in the defence at the Indemnifying Party's expense; and
c) The Indemnified Party shall not settle or admit liability regarding any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
11.4 The indemnities provided under this Clause shall not apply to the extent that any claim, loss, or damage is caused by the gross negligence, wilful misconduct, or breach of this Agreement by the Indemnified Party.
12. Dispute Resolution Procedure
12.1 If a dispute arises out of or in connection with this Agreement or the performance, validity, or enforceability of it (“Dispute”), the parties shall follow the procedure set out in this Clause:
a) Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the representatives of both parties shall attempt in good faith negotiations to resolve the Dispute;
b) If the parties are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the parties will attempt to settle it through mediation, applying the procedures and within the timeframes as follows:
i. Upon the service of a Dispute Notice, the parties must jointly agree on a mediator and the mediator’s remuneration. If the parties fail to agree within five (5) business days of the service of the Dispute Notice (or such other period agreed by the parties), either party may request the President (or nominee) of the Law Institute of Victoria (or another equivalent professional body) to appoint a mediator on behalf of the parties and determine the mediator's remuneration;
ii. The parties must observe the instructions of the mediator about the conduct of the mediation and seek to resolve the Dispute with the assistance of the mediator within twenty (20) business days of the appointment of the mediator (or such other period agreed by the parties). If the Dispute is not resolved within that time, then either party may commence court proceedings or refer the matter to arbitration; and
iii. The costs of the mediator will be borne equally by the parties.
c) If mediation fails to resolve the Dispute within the agreed timeframe, the matter shall be referred to arbitration, which will be final and binding;
i. The arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce (“ICC”) unless the parties mutually agree to an alternative arbitration forum; and
ii. The seat of arbitration shall be Melbourne, Australia and the language of arbitration shall be English; and
iii. The arbitration shall be conducted by one arbitrator unless the complexity of the Dispute necessitates a panel of three arbitrators, as determined by the arbitration rules. The arbitrator(s) shall be neutral and possess relevant expertise in the subject matter of the Dispute.
iv. The parties shall share the costs of arbitration equally unless otherwise determined by the arbitrator(s).
12.2 This Clause is not intended to prevent the parties from seeking urgent interlocutory relief from the courts.
13. Force Majeure
Neither party shall be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure arises from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government regulations or changes in law, labour strikes, failure of third-party service providers, power or internet outages, or other events of similar nature ("Force Majeure Event"). If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement in accordance with Clause 14.2 (c) upon written notice.
14. Termination
14.1 Either Party may terminate this Agreement at any time by providing the other Party with at least 14 days’ written notice.
14.2 The Company may terminate this Agreement immediately if:
a) The Client breaches any material term of this Agreement and fails to remedy the breach within 7 days of receiving written notice;
b) The Client engages in conduct that is fraudulent, illegal, or detrimental to the Company's reputation; or
c) The Company is unable to provide the Services due to unforeseen circumstances, including a Force Majeure Event as defined in this Agreement.
14.3 The Client may terminate this Agreement if:
a) The Company fails to deliver the Services in accordance with the terms of this Agreement and does not remedy such failure within 7 days of receiving written notice; or
b) The Client chooses to discontinue use of the Services, subject to the Company’s refund and cancellation policies as outlined in Clause 4.
14.4 Upon termination of this Agreement:
a) The Client shall immediately cease using any of the Company’s Services and Materials;
b) Any outstanding payments owed by the Client to the Company shall become due and payable;
c) Refunds, if applicable, will be provided in accordance with the Company’s stated policies as further outlined in Clause 4.
14.5 Provisions of this Agreement that, by their nature, are intended to survive termination or expiration shall remain in full force and effect.
15. Variation
15.1 The Company reserves the right to modify, enhance, discontinue, or expand any aspect of its Services, including but not limited to digital resources, workshops, consults, podcasts, audiobooks, meditation and mindfulness programs, and mental health resources such as courses and training modules.
15.2 Any modifications or expansions to the Services will be communicated to the Client in a timely manner and will not affect Services already booked or purchased, except where required by law, for compliance purposes, or in exceptional circumstances.
15.3 The Company also reserves the right to introduce new offerings and service categories to align with its mission to support overall sleep and wellbeing. These may include additional resources, tools, or programs customised to evolving Client needs. The terms of such new offerings will be governed by this Agreement or separate terms as applicable.
15.4 In the event of significant changes to the Services, the Client will have the option to accept the changes or terminate the Agreement as per the terms of Clause 14.
16. General
16.1 Waiver
The single or partial exercise of, or waiver of the exercise of, any right, power, or remedy under this Agreement does not preclude any other or further exercise of that right, power, or remedy. Any waiver of a right under this Agreement must be in writing and signed by the party granting the waiver, and is effective only to the extent specifically set forth in that waiver.
16.2 Severability
If any provision or part of a provision of this Agreement is found to be illegal, invalid, or unenforceable, that provision or part shall be severed from the Agreement. The remaining provisions or parts of provisions shall continue in full force and effect, and the parties agree to use reasonable efforts to negotiate a replacement provision that reflects the original intent of the parties as closely as possible.
16.3 Notices
Any notice or communication under this Agreement must be in writing and delivered to the nominated contact address or email address of the receiving party. Notices are deemed received on the date of actual delivery if sent electronically or personally, or on the recorded delivery date if sent by post.
16.4 Assignment
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of an assignment to an affiliate or in connection with a merger or acquisition, provided that the assigning party remains liable for the performance of its obligations under this Agreement.
16.5 Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements or understandings. Each party acknowledges that in entering into this Agreement, they:
a) Have not relied on any statement or conduct of the other party or any representative of the other party, except as expressly set forth in this Agreement; and
b) Were not influenced or induced to enter into this Agreement by any statement or conduct.
16.6 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Victoria. The parties agree that any disputes arising out of or relating to this Agreement shall be interpreted in accordance with such laws.
16.7 Jurisdiction
Each party irrevocably agrees that the courts of Victoria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.
Schedule 1 – Services
1. Personalised Consults
1.1 The Company provides sleep consultancy services customised to the Client’s needs. While the Services are tailored to individual requirements, the Company encourages the participation of partners or other caregivers, where applicable, to ensure a more holistic and family-centred approach to care.
1.2 Consults will range from 30 minutes to 60 minutes, depending on the Client’s needs and the nature of the Services. The duration of consults may be adjusted at the Company’s discretion and communicated to the Client as required.
1.3 These consults are conducted via video or phone call, with Medicare rebates available for eligible Australian Clients who meet the criteria outlined in the Medicare Benefits Schedule as outlined in Clause 4.
2. Group Sessions
2.1 Group sessions are designed for small groups of 5-10 participants, providing general psychoeducation on sleep health. These sessions incorporate evidence-based interventions to support Medicare rebate eligibility where applicable.
2.2 Sessions are conducted online via video call using Cliniko or other relevant video conferencing platforms such as Google Meet, Zoom, or Microsoft Teams, with the potential for in-person options in the future.
2.3 Sessions range in duration between 60 and 120 minutes, and participants are required to consent to participation prior to joining. Medicare rebates may be available, subject to eligibility requirements as outlined in Clause 5.
3. Workshops and Training
3.1 The Company offers workshops and training programs on sleep health, covering topics such as:
a) Sleep education;
b) Assessment and management of sleep disturbances using evidence-based techniques; and
c) Strategies to improve sleep health and support others’ sleep needs.
3.2 These sessions are available live (in person or online) or as pre-recorded webinars. Participants are required to agree to a disclaimer that acknowledges the sessions are for educational purposes and do not substitute for medical or psychological advice.
4. Digital Resources and Material Delivery
4.1 The Company provides a range of downloadable and purchasable digital resources, including eBooks, guidebooks, workbooks, handouts, and online courses.
4.2 Materials are delivered to Clients through various methods, including:
a) Online access via a member portal or downloadable from the Company’s website;
b) Email communication; and
c) Hardcopies provided during face-to-face training or workshops.
5. Consultations for Organisations
5.1 The Company offers bespoke services for workplaces, community groups, and healthcare organisations. These services may include:
a) Staff consultations to develop sleep health implementation plans and roadmaps; and
b) Psychoeducation and customised training programs designed to improve organisational sleep and wellbeing.
6. Evidence-based Strategies
The Company employs a range of evidence-based strategies in its offerings, customised to individual or group needs, as appropriate. These include:
a) Psychoeducation: Foundational knowledge about sleep health, including circadian rhythms, sleep regulation, and the impact of sleep on wellbeing and cultural differences around sleep, sleeping practices, and parenting;
b) Cognitive-Behavioural Strategies: Techniques involving cognitive or behavioural interventions aimed at improving mood and sleep-related challenges, such as insomnia management or stress reduction, including recognising and reframing societal messaging around sleep and wellbeing, as well as cultural expectations.
c) Relaxation Strategies: Guided techniques to enhance relaxation and reduce sleep disturbances, including mindfulness and meditation exercises, and physical relaxation strategies;
d) Skills Training: Practical tools and strategies to improve sleep patterns, such as light exposure management and activity scheduling;
e) Interpersonal Therapy: Addressing relationship dynamics impacting sleep health and overall wellbeing; and
f) Narrative Therapy: Collaboratively identifying values and constructing a personal narrative to enhance wellbeing. Specifically customised for Aboriginal and Torres Strait Islander Clients, integrating culturally safe approaches to address sleep and mental health needs.
7. International Services
The Company’s Services are primarily available in Australia but are also accessible to Clients internationally, subject to applicable laws and regulations. Clients accessing the Services from outside Australia are responsible for ensuring compliance with their local laws and regulations. The Company makes no guarantee that its Services or Products are appropriate or available for use in all jurisdictions. International Clients confirm that the Services provided do not constitute licensed psychological care within their jurisdiction.
8. Customised vs. General Guidance
While the Company offers customised advice during personalised consults, group sessions, workshops, and digital resources are designed to provide general guidance and may not be suitable for specific individual circumstances. Clients seeking customised solutions are encouraged to book personalised consults.
9. Delivery of Services
Consults and workshops are conducted via secure virtual platforms, such as Cliniko, Google Meet, Zoom, or Microsoft Teams, or in-person at mutually agreed locations to achieve therapeutic or educational outcomes. All sessions are subject to availability, and bookings will be confirmed at the time of scheduling.
10. Future Services
The Company is committed to enhancing its offerings and is actively developing a range of future initiatives, including professionally curated podcasts, audiobooks, mindfulness and meditation resources, as well as an expanded portfolio of advanced sleep and mental health-related courses and an online community platform to support Clients in achieving their sleep and wellbeing goals.