Client Services Agreement (Booking and Payment Terms)

This Agreement is between:

Service Provider:
Swoop Baby Pty Ltd ACN 683 273 734
(Swoop Baby, we, us, our)

and

Client:
The person or entity making a booking, purchasing a service, or otherwise accepting these terms (you, your).

By ticking a box, making payment, or allowing Swoop Baby to commence any services, you acknowledge that you have read, understood and agree to be bound by this Agreement.

1. Definitions

In this Agreement, unless the context requires otherwise:

(a) Booking means any booking made for Services, whether for a one-off consultation or a package.

(b) Claim means any claim, demand, loss, cost, expense, liability, damage, action or proceeding of any kind.

(c) Deposit means any portion of the Fee identified as non-refundable.

(d) Fees means the fees payable for the Services as advertised or otherwise agreed at the time of Booking.

(e) Home Services means any Services provided in your home or at any premises nominated by you.

(f) Materials means all plans, programs, guides, documents, content, recordings, data and other materials created or supplied by Swoop Baby in connection with the Services, including the Plan.

(g) Plan means the customised sleep or parenting plan created for you and your child.

(h) Services means the sleep consultancy services provided by Swoop Baby, including one-off consultations, packages, remote services, in-home services and any support period.

(i) Support Period means any post-consultation support period included in a package.

2. Scope of Services

a) Swoop Baby provides sleep consultancy and related support services for families with children aged 0 to 5.

b) The Services, inclusions, timing and Fees are those described at the time of Booking.

c) Services may be delivered remotely and or in person.

d) Where a package includes a Support Period, it commences on the date stated at purchase or, if not stated, on the date of the first consultation.

e) Swoop Baby will provide the Services with reasonable care and skill.

3. No Guarantees and Acknowledgements

a) You acknowledge that:

every child and family is different;
outcomes depend on variables beyond Swoop Baby’s control; and
no specific result can be guaranteed.

b) You accept that:

your child may not respond as anticipated;
progress may be non-linear; and
implementation of any Plan is your decision.

c) Swoop Baby does not warrant or guarantee any particular outcome.

4. Not Medical Advice

a) Swoop Baby is not a medical provider.

b) Nothing provided constitutes medical advice, diagnosis or treatment.

c) You remain solely responsible for your child’s health and wellbeing and must seek medical advice where required.

5. Client Obligations

You must:

a) provide accurate, complete and up-to-date information;

b) respond to requests within a reasonable time;

c) attend consultations on time;

d) follow safe sleep guidelines, including those of Red Nose Australia;

e) ensure your child’s safety at all times;

f) communicate honestly and respectfully;

g) ensure that any premises nominated for Services are safe, hygienic and suitable; and

h) acknowledge that delays or failures caused by your acts or omissions may impact delivery of Services.

6. Home Services, Safety and Risk Allocation

a) Where Home Services are provided, you warrant that:

the premises are safe, hygienic and suitable;
no person, animal, hazard or condition presents a risk to Swoop Baby or its representatives; and
you hold public liability insurance of not less than AUD $10 million per event.

b) You indemnify Swoop Baby against any Claim arising from or in connection with:

entry to or attendance at your premises;
any injury, illness, loss or damage occurring at your premises; or
any unsafe or unsuitable condition.

c) Swoop Baby may refuse, suspend or terminate Services immediately if, in its reasonable opinion:

the premises are unsafe or unsuitable;
a parent, child or household member is unwell or unfit to receive Services;
mental health deterioration materially affects the ability to safely proceed;
safety cannot be assured; or cooperation is not forthcoming.

7. Fees and Payment

a) All Fees are payable strictly in accordance with the terms displayed and accepted at the time of Booking, and these Terms governs every Booking made for Services.

b) Swoop Baby may require:

full payment upfront; or
payment of a non-refundable Deposit with the balance payable as invoiced.

c) Services will not commence until required payments are received.

d) If any amount remains unpaid, Swoop Baby may suspend Services.

8. Support Period

a) Where a package includes a Support Period, that support is client-led and available at the Client’s discretion.

b) During the Support Period, Swoop Baby may provide:

responsive guidance via text or email during business hours (Monday to Friday, 9am to 5pm);
up to two short follow-up calls (approximately 15 minutes each) at mutually agreed times; and
access to a shared note or document for tracking and troubleshooting, where offered as part of the package.

c) “Daily support” means that Swoop Baby is available to respond to questions during the Support Period. It does not mean that Swoop Baby will initiate contact every day.

d) Swoop Baby will respond as promptly as reasonably practicable, having regard to the nature of the enquiry and the needs of all clients.

e) Support is advisory in nature and does not include 24 hour access, overnight monitoring, or real-time coaching.

9. Consultation Scheduling and Validity

a) Scheduling timeframe

All remote consultations must be scheduled within four (4) weeks of the date of purchase unless otherwise agreed in writing. This ensures that the information relied upon and the guidance provided remains current and relevant to your child’s sleep needs.

b) Failure to schedule within timeframe

If a consultation is not scheduled within four (4) weeks of purchase, Swoop Baby may, in its discretion:

• require updated intake information before confirming a booking;

• offer limited or restricted availability; and

• apply a reasonable rebooking or administration fee.

c) Validity period

All consultations must be used within eight (8) weeks from the date of purchase. After this period, any unused consultations are forfeited and are not refundable, transferable or exchangeable.

10. Cancellations, Rescheduling and Refunds

a) Your Booking is governed by Swoop Baby’s Returns and Cancellations Policy published on its website.

b) That policy is incorporated into this Agreement and forms part of the contractual framework.

c) You acknowledge that:

Deposits are non-refundable.
Strict notice periods apply for cancellation and rescheduling.
Late cancellations and no-shows attract financial consequences.
Once Services have commenced, there are no refunds for change of mind.

d) If Swoop Baby terminates Services under clause 6(c) or clause 14, Swoop Baby may, in its discretion, provide a pro rata refund for Services not yet delivered.

e) Nothing in this Agreement excludes rights under Australian Consumer Law.

11. Intellectual Property and Licence

a) All Intellectual Property in the Materials remains the property of Swoop Baby until all Fees are paid in full.

b) Upon full payment, ownership of the Materials passes to you, subject to the licence restrictions in this clause.

c) You are granted a personal, non-transferable licence to use the Materials:

solely for your own personal use; and
solely in relation to your own child.

d) You must not:

share the Materials with any third party;
duplicate or reproduce the Materials;
resell or commercialise the Materials; or
provide the Materials to any other family, consultant or practitioner.

e) Any breach of this clause constitutes a material breach and entitles Swoop Baby to terminate this Agreement and pursue all available remedies.

12. Privacy

Swoop Baby collects and handles personal information in accordance with its Privacy Policy. By entering into this Agreement, you consent to that collection, use and disclosure, including to third-party providers and, where necessary, overseas.

13. Confidentiality and Non Disparagement

a) You acknowledge that in the course of providing the Services, Swoop Baby may disclose to you confidential information relating to its business, systems, methods, intellectual property, pricing, processes, strategies and operations (“Confidential Information”).

b) You must:

keep all Confidential Information strictly confidential;
not disclose, publish or communicate any Confidential Information to any third party;
not use any Confidential Information for any purpose other than receiving the Services; and
take all reasonable steps to prevent unauthorised access to or disclosure of Confidential Information.

c) You agree that you will not, whether directly or indirectly:

make, publish or communicate any statement, comment, post, review or representation (including on social media, review platforms or in private groups) that is false, misleading, defamatory or damaging to Swoop Baby, its reputation or its business; or
encourage or assist any other person to do so.

d) You acknowledge that:

Swoop Baby’s reputation is a critical business asset; and
a breach of this clause is likely to cause irreparable harm for which damages may be an inadequate remedy.

e) Swoop Baby is entitled to seek immediate injunctive or equitable relief in the event of any breach or threatened breach of this clause, in addition to any other rights or remedies available at law.

f) Nothing in this clause prevents you from exercising any right or remedy you may have under the Australian Consumer Law or from making a genuine complaint to a regulator or court of competent jurisdiction.

14. Limitation of Liability

a) To the maximum extent permitted by law, and subject only to any non-excludable rights under the Australian Consumer Law:

all express and implied warranties, representations and conditions in relation to the Services and Materials are excluded;
Swoop Baby’s liability for any failure to comply with a consumer guarantee is limited, at Swoop Baby’s election, to one or more of the following remedies:
- the resupply of the Services; or
- the refund of the amount paid for the relevant Service;
Swoop Baby will not be liable for any indirect, incidental, special, exemplary or consequential loss, including (without limitation) loss of enjoyment, loss of opportunity, emotional distress, economic loss or loss of anticipated outcomes; and
Swoop Baby’s aggregate liability to you arising out of or in connection with this Agreement, the Services or the Materials (whether in contract, tort including negligence, statute or otherwise) is strictly limited to the total Fees actually paid by you to Swoop Baby for the relevant Booking giving rise to the Claim.

b) You acknowledge that:

the Services are advisory and educational in nature;
all decisions in relation to your child remain your responsibility; and
you assume all risk associated with implementing or declining to implement any aspect of the Services or the Plan.

c) Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law that cannot lawfully be excluded. However, to the extent permitted by law, Swoop Baby’s liability for breach of any such guarantee is limited in accordance with this clause.

15. Indemnity and Release

a) To the maximum extent permitted by law, you irrevocably and unconditionally indemnify, defend and hold harmless Swoop Baby, its directors, officers, employees, contractors and representatives from and against any and all Claims, losses, liabilities, damages, costs and expenses (including legal costs on a full indemnity basis) arising directly or indirectly out of or in connection with:

any breach by you of this Agreement;
your use, misuse or non-use of the Services or any Materials;
any decision made or action taken by you in reliance on the Services or the Plan;
any act or omission occurring in your home or on any premises at which the Services are provided;
the care, supervision, handling or management of your child;
any injury, illness, deterioration in health or wellbeing of any child, parent, caregiver or third party; and
any Claim made by or on behalf of a third party arising from any of the above matters.

b) This indemnity applies whether the Claim arises in contract, tort (including negligence), statute or otherwise, and whether or not the loss was foreseeable.

c) You release Swoop Baby from any Claim to the fullest extent permitted by law arising from or in connection with the matters set out in this clause, except to the extent that such Claim cannot lawfully be excluded under the Australian Consumer Law.

d) Your obligations under this clause survive termination or expiry of this Agreement.

16. Termination, Suspension and Suitability

a) Swoop Baby may, in its absolute discretion and at any time, suspend or terminate this Agreement and the provision of Services immediately by written or verbal notice to you if Swoop Baby forms the professional view that:

you have breached this Agreement;
any Fees remain unpaid;
your home environment is unsafe, unsuitable or unhygienic for the provision of Services;
the physical, emotional or mental health of a parent, caregiver or child has deteriorated, or is such that it is no longer safe or appropriate for the Services to continue;
a parent or caregiver is unable or unwilling to implement the Plan in a manner that ensures the child’s safety and wellbeing;
Swoop Baby reasonably believes that continuation of the Services may place a child, parent, caregiver, or Swoop Baby’s personnel at risk; or
for any other reason Swoop Baby reasonably determines that the Services cannot be provided safely, ethically or appropriately.

b) You acknowledge and agree that determinations under this clause are made in Swoop Baby’s professional capacity and in the interests of safety and welfare. You waive any claim arising solely from Swoop Baby exercising its rights under this clause.

c) Where Services are suspended or terminated under this clause:

all Fees paid remain non-refundable;
all outstanding Fees immediately become due and payable; and
Swoop Baby may, in its sole discretion, elect to provide a pro rata refund for Services not yet delivered, but is under no obligation to do so.

d) Termination or suspension under this clause does not affect:

any rights accrued prior to termination; or
any clause which by its nature is intended to survive termination, including without limitation those relating to fees, intellectual property, confidentiality, indemnities, limitation of liability and governing law.

17. Force Majeure and Unforeseen Events

a) Neither party will be liable for any delay, suspension or failure to perform its obligations under this Agreement where that delay, suspension or failure arises from events beyond that party’s reasonable control, including (without limitation):

illness, injury or medical emergency affecting a child, parent, caregiver or Swoop Baby personnel;
deterioration in a parent’s or child’s physical, emotional or mental health;
public health events, pandemics, epidemics or government restrictions;
natural disasters, extreme weather events, fire, flood or power outages;
transport failures or unsafe travel conditions; or
any other circumstance that makes performance unsafe, impractical or inappropriate.

b) Where a Force Majeure event occurs:

Swoop Baby may suspend or reschedule Services for the duration of the event;
time for performance is extended accordingly; and
Swoop Baby is not liable for any loss, cost or damage arising from the delay, suspension or rescheduling.

c) If a Force Majeure event continues for a period that, in Swoop Baby’s reasonable opinion, renders the Services no longer viable or appropriate, Swoop Baby may terminate this Agreement in accordance with clause 14.

d) Nothing in this clause limits any rights you may have under Australian Consumer Law.

18. Governing Law

This Agreement is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

By proceeding with a Booking, you confirm that you understand and agree to these terms.