Terms and Conditions of Service
Thank you for choosing Happy Nights, the professional sleep consultancy service for infants, operated by Jo-Anne Dietrich, and consisting of various packages and bespoke services, allowing you to find just the right service for your requirements from the comfort of your own home.
Please note that these Terms do not apply to sleep consultancy services to be provided to organisations. If you are an organisation, please Contact Us to further discuss your requirements.
These Terms are made between:
(1). Jo-Anne Dietrich, trading as Happy Nights, and any agents, staff and contractors, working on our behalf (‘Happy Nights’, ‘we’, ‘us’, ‘our’, and similar terms); and,
(2). You – any person signing up to create an account, referred to as the “Client” in these Terms.
By using this website, you, the Client, acknowledge that you have read these Terms, which will apply to the relationship between the Parties. If you do not agree to these Terms, you should not use this Website.
- Commencement and Duration
1.1. Our service begins when you contact us and ends when we have completed our service or either of us decides to cancel.
1.2. We promote our service on the website and in other places, but we need to make it clear that any information you read is only intended to give you an approximate idea of the services described and does not form part of these Terms.
- Enquiries and Initial Assessments
2.1. The first step is a free initial assessment by telephone. You can book this initial assessment in one of the following ways:
2.1.1. go to the Book A Free Assessment page (if available) on the Website and select the day and time you require, providing your name, telephone number and e-mail address, and as much additional information as possible about your requirements; or,
2.1.2. you can Contact Us using the contact details on the Website, in which case you should provide us with the equivalent information as above.
2.2. We will try to respond within twenty-four (24) hours. You acknowledge that we may decline to provide an assessment for any reason or no reason or we may request that the initial assessment takes place at a different time and/or on a different day to that you selected.
2.3. If we agree to go ahead with the initial assessment, we will contact you by e-mail to confirm the date and time or propose an alternative date and time. We will then call you at the agreed time on the agreed date. The purpose of the initial assessment is to decide which of our services will best meet your requirements. This normally takes 15 minutes, but the duration of the telephone call may be shorter or longer than this.
- Engaging our Services
3.1. If you decide to go ahead with our services, we will provide you with a payment link or our bank details so that you can make payment to us of our fees, or we may offer the facility to make payment via our website. We will not usually provide our services unless and until payment is received in full.
3.2. We may require further information from you before agreeing to provide our services to you, in which case we may communicate with you by e-mail, phone or some other means.
4.1. Happy Nights reserves the right to engage a commercial payment processor for the purpose of receiving and processing payments from you.
4.2. If we invoice you, payment will be due within seven (7) days of the invoice date.
4.3. All sums payable to Happy Nights under these Terms are exclusive of value added tax (VAT) (if it applies).
- Our Services
5.1 Once we have received payment from you, we will contact you to request the further information we will need, which you should provide to us by e-mail, telephone or via our Website, or using a questionnaire, if we provide this. We may also conduct a further consultation with you, by telephone or web chat, if we have agreed to provide this.
5.2. The information-gathering in 5.1 above is your opportunity to set out, in detail, your situation and requirements. You confirm that the Client Information you disclose to us will be sufficient, accurate and complete in every respect. Unless you notify us otherwise, we will treat you as the primary contact, but we will be happy to also speak to other adult individuals who have parental responsibility or are members of the same household, if you request that we do so.
5.3. Based on your information, we will then e-mail to you one of the following:
5.3.1. further general information, based on what you tell us about your situation;
5.3.2. written guidance specific to your situation, based on what you tell us;
5.3.3. a Sleep Plan, tailored to your situation.
5.4. Any Sleep Plan or other information and guidance we produce for you at any time is intended for information and guidance purposes only and is not medical or professional health advice that should be relied on, nor can it be a substitute for such advice, nor will it guarantee specific results, nor will we accept responsibility or liability for the consequences of implementing the Sleep Plan or other information and guidance, which are unforeseeable matters, or matters beyond our control, and entirely your responsibility at all times.
5.5. It is your responsibility to review and ensure the accuracy of our Sleep Plan and/or specific guidance to your satisfaction and to notify us in the event you believe the Sleep Plan and/or guidance contains inaccuracies or does not reflect your needs and requirements in some significant way.
5.6. If we agree to provide you with follow-up support, then during an agreed fixed period we will be available by email for support and guidance, and if agreed, we will offer a further telephone call or web chat. We will be contactable by telephone and will also be contactable by e-mail. Response times will be within twenty-four (24) hours from the date and time of contact, or twenty-four (24) hours from the next Business Day, whichever is the later. For support we have not already agreed to, we will charge you additional fees, which we will agree with you prior to providing additional services.
5.7. At all times, you should try to respond promptly and fully to us. Should contact cease for a continuous period of thirty (30) days or you fail to provide responses to us that, acting reasonably, we consider to be satisfactory in assisting progression of our Service to you, we will regard our work for you as completed and no further work will be carried out. We reserve the right to terminate our services in those circumstances.
5.8. Time shall not be of the essence in the rendering of the services under these Terms.
- Home Visits
If you select a package that includes a home visit, you acknowledge and agree as follows:
6.1. Home visits may be restricted to certain geographical areas. Please check our website for up-to-date information on eligibility.
6.2. we reserve the right to refuse a home visit for any reason or no reason and to refund you in full or in part in those circumstances.
6.3. we will try to agree and book a home visit with you at a time and on a date that is convenient to you, but we offer no guarantee that we will be able to agree a day and time that is ideally suited to your schedule. If a home visit is varied or cancelled at your request and, despite our reasonable efforts, we are unable to agree a new date and time, then clause 7 below will apply.
- Suspension of our Services, Cancellations and Refunds
7.1. We may, at your request, agree to suspend or pause our services for up to fourteen (14) days in circumstances where the Infant is ill or some other medical or health condition arises in the Infant. We reserve the right to ask for further evidence of the circumstances prior to agreeing to suspend, or continuing to suspend, our services in this way.
7.2. If, at the end of the fourteen (14) day period referred to in clause 7.1 above, you are unable or unwilling to continue with our services, then 7.4 below will apply. If we are of the reasonable view that our services cannot be provided in the circumstances, then clause 7.3 below will apply.
7.3. We may cancel our services at any time for any reason or no reason, in which case we will refund you, less a sum that reasonably reflects the value of our services, except that if the cancellation is due to a breach of this Agreement on your part, then you will not be refunded.
7.4. You may cancel our services within fourteen (14) days of commencement by notifying us, in which case you will be refunded less a sum that reasonably reflects the value of our services already provided up to the date of cancellation. If the cancellation request is received more than fourteen (14) days after commencement, you will not be entitled to a refund. Refunds will be processed within seven (7) days of the cancellation date, subject to receiving from you the relevant payment information.
7.5. You may request to vary the day and/or time of session or home visit, provided you notify us at least forty-eight (48) hours prior to the agreed time. If we agree on a variation to the booking, we will send you confirmation of this. If we cannot agree to a variation, this will be treated as a cancellation by you in accordance with clause 7.4 above.
- Client Reviews
You may from time-to-time be asked by us to provide feedback or a rating for our services. We may anonymise reviews on request, or otherwise for the purposes of data protection.
- Your Warranties and Obligations
9.1. You warrant that:
9.1.1. you are the parent or guardian or have parental responsibility for the Infant, and if you are under 18 yourself, then you have the consent of your own parent or guardian to engage our services;
9.1.2. you are a human, and not a computer service or automated “bot”;
9.1.3. you have provided accurate and valid information;
9.1.4. you follow the advice, guidance and recommendations issued from time-to-time by the NHS, the Lullaby Trust and other reputable bodies and organisations regarding sleep and Sudden Infant Death Syndrome (SIDS);
9.1.5. the Infant is not ill and has no relevant medical or health conditions or problems, or if there are such factors they have been notified to us as part of your information, then you have sought independent advice from a registered medical practitioner and/or healthcare provider prior to engaging our services; and,
9.1.6. you will engage our services and use the Website only for lawful and proper purposes.
9.2. You understand that the Sleep Plan and other guidance and information will be produced by Happy Nights in PDF (or similar) format and it is your responsibility to obtain the use of and access to a Device with software that will allow you to view documents in this format.
- Intellectual Property Rights
As between Happy Nights and the client, all intellectual property rights in or arising out of or in connection with our service and the website will be owned by Happy Nights.
11.1. Subject to clause 11.2 below, Happy Nights will keep in strict confidence all information of a confidential nature that has been disclosed by you and others who may receive our services.
11.2. Happy Nights will restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the its obligations under these Terms.
- Limitation of Liability
12.1. Nothing in these Terms will limit or exclude Happy Nights’ liability for:
12.1.1. death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; or,
12.1.2. fraud or fraudulent misrepresentation.
12.2. Subject to clause 12.1 above, you acknowledge and agree that:
12.2.1. Happy Nights is not a registered medical or healthcare service and is not regulated, thus we do not offer or imply the warranties and representations that would normally accompany a professional service;
12.2.2. where we discuss your specific needs, this should not be treated as advice, but guidance and for information only;
12.2.3. while reasonable efforts are made to ensure our Sleep Plan and other guidance matches your needs, what we provide is for information and guidance purposes only and not to be relied on; and,
12.2.4. at all times you must rely on your own due diligence in evaluating and seeking to implement the Sleep Plan and other guidance according to your own circumstances and living arrangements.
12.3. For the abundance of clarity, you accept, acknowledge and agree that:
12.3.1. Home Visits may be available from time-to-time, but we neither offer nor imply any warranty or guarantee as to the availability of Home Visits;
12.3.2. the limitations in clause 12.2 above also to Sleep Plans produced following Home Visits.
12.4. You acknowledge that:
12.4.1. Happy Nights will under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, loss of use or corruption of software, data or information or any indirect or consequential loss arising under or in connection with these Terms;
12.4.2. Happy Nights will under no circumstances be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Happy Nights’ control; and,
12.4.3. Happy Nights’ total liability to the Client in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the Client Payment for the disputed Service.
12.5. This clause 12 will survive termination of these Terms.
You agree to indemnify and hold Happy Nights, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Website in breach of these Terms or your breach of any law or the rights of a third party.
14.1. Without limiting its other rights or remedies, each party may terminate these Terms with immediate effect by giving written notice to the other party if the other party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within seven (7) days of that party being notified in writing of the breach.
14.2. Without limiting its other rights or remedies, Happy Nights will have the right to suspend or terminate the provision of the services at any time for any reason or no reason.
- Consequences of Termination
On termination of the Services for any reason:
15.1. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will not be affected, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry; and,
15.2. clauses which expressly or by implication have effect after termination will continue in full force and effect.
- Force Majeure
16.1. For the purposes of these Terms, Force Majeure Event means an event beyond the reasonable control of Happy Nights including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Happy Nights or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Happy Nights or subcontractors.
16.2. Happy Nights will not be liable to the Client as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.
16.3. If the Force Majeure Event prevents Happy Nights from providing any of the Services for more than eight (8) weeks, Happy Nights will, without limiting its other rights or remedies, have the right to terminate these Terms immediately by giving written notice to the Client.
- General Provisions
17.1.1. Any notice or other communication required to be given to a party under or in connection with these Terms will be in writing and will be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
17.1.2. Any notice or other communication will be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
17.1.3. This clause 17.1 will not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” will not include e-mails and for the avoidance of doubt notice given under these Terms will not be validly served if sent by e-mail.
A waiver of any right under these Terms is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
17.3.1. If a court or any other competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.
17.3.2. If any invalid, unenforceable or illegal provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
17.4 Happy Nights reserves the right to revise and amend these Terms from time-to-time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in our Services offered, changes in relevant laws and regulatory requirements and changes in our system’s capabilities, so please review our terms regularly.
17.5. No Partnership or Agency.
Nothing in these Terms is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.
17.6. Entire Agreement
Except to the extent otherwise explicitly stated, these Terms constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each Party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
17.7. Third Parties.
A person who is not a party to these Terms will not have any rights under or in connection with it.
17.8. Rights and Remedies.
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions to these Terms, will only be binding when agreed in writing and signed by Happy Nights.
17.10. Governing Law and Jurisdiction.
These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.