Sleepfriend Agreement

Last updated: August 21, 2023

1. Definitions, Agreement Date & Parties

1.1 Interpretation & Definitions

The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions will have the same meaning regardless of whether they appear in singular or in plural.

In addition to terms defined throughout this Agreement, below are terms used throughout which have specific definitions:

Agreement (also referred as “Terms”) means these terms and conditions that form the entire agreement between You and the Company regarding Your supplying of Services for the Company.

Application means the software program provided by the Company downloaded by You on any electronic device, named ‘Sleepfriends’, and its server(s).

Client means an individual or company who hires and pays the Sleepfriend as a customer, via the Company’s Website or Application.

Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Sleepfriend Ltd a private limited company incorporated in England with company registration number 15015293, with the registered office address of 20-22 Wenlock Road, London, England, N1 7GU.

Sessions means a session booked by a client via our Website/Application where the Services are performed by the Sleepfriend.

Sleepfriend means You, an independent freelancer/consultant who provides the services described in the Schedule in accordance with this Agreement (“Services” in this Agreement).

Website refers to the website https://www.sleepfriends.org and its related subdomains and webpages. You (referred to as either “Your” or “Yourself” in these Terms and Conditions) means the individual or company providing the Services.

1.2 Agreement Date and Parties

The date of this Agreement is 21st day of August, 2023 (the “Agreement Date”) between the Company,

and,

You, the Sleepfriend

(collectively, “The Parties”).

2. The Term

2.1 The Company engages the Sleepfriend to provide the services described in the Schedule in accordance with this Agreement (“Services” in this Agreement).

2.2 This Agreement will continue for the Term. The Term starts on the Agreement Date (at the beginning of this Agreement) and will continue until it ends as set out in the Schedule, unless ended earlier in accordance with clause 10.

3. Sleepfriend’s Responsibilities

3.1 During this Agreement the Sleepfriend will:

   3.1.1 provide the Services carefully and skilfully to the standard and requirements as set out by the Company, as part of the Sleepfriends Foundation Course, available at https://onboarding.sleepfriends.org/sleepfriends-course

   3.1.2 provide the Services for Clients on the day(s) and time(s) booked by Clients;

   3.1.3 reply as soon as possible to any reasonable request from the Company’s board of directors for information and reports in connection with the Services;

   3.1.4 tell the Client as soon as they reasonably can if the Sleepfriend is unable to provide the Services or any part the Services for any reason;

   3.1.5 make reasonable efforts to ensure that he/she is available at all reasonable times (as long as the Sleepfriend is given reasonable advance notice) to provide any assistance or information the Company in relation to the Services;

   3.1.6 not incur any expense on the Company’s behalf, or give the impression to others that he/she is allowed to do so;

   3.1.7 comply with all reasonable standards of safety and with the Company’s written health and safety procedures, at the place where the Services are provided, and report any unsafe working conditions or practices to the Company;

   3.1.8 comply with all applicable anti-bribery and anti-corruption laws including the Bribery Act 2010, and also with any of the Company’s policies, including relevant anti-corruption, internet usage, email and communications and information security policies, of which he/she/they is/are made aware;

   3.1.9 warrant that their work is original and does not infringe anybody else’s intellectual property rights. If this is not correct, the Sleepfriend will pay the Company back for any money lost as a result of any successful claim against the Company;

   3.1.10 ensure that nothing the Sleepfriend does will infringe anybody else’s data and/or privacy rights or damage anybody’s reputation in a way that the law judges to be defamatory;

   3.1.11 ensure that nothing the Sleepfriend does or says is unlawful, obscene, insulting or prejudicial towards any individual or group, or any Clients;

   3.1.12 not take payments from Clients outside of our Website/Application, or do anything to circumvent Our payment systems or payment integrations;

   3.1.13 not request that or entice Clients to make payments to the Sleepfriend using any third-party payment systems or websites, or to entice or request Clients to circumvent Our payment systems or payment integrations;

   3.1.14 not attempt to perform any kind of psychological therapy or counselling for or on Clients, or attempt to provide any medical, financial and/or legal advice to Clients, unless the Sleepfriend is fully qualified and licensed in such approaches and/or matters;

   3.1.15 encourage Clients to seek advice and support from a medical and psychological professional to address any sleep difficulties they may have; and

   3.1.16 not engage in any romantic, sexual or inappropriate activity or relationship with Clients.

3.2 The Sleepfriend will use their own initiative as to the way in which the Services are to be delivered or the place of delivery. The Sleepfriend will co-operate with the Company and comply with all reasonable and lawful requests of the Company.

3.3 The Sleepfriend will provide the Services online and remotely from locations where deliverance of such Services is lawful and not in breach of any local state regulations or law. The Sleepfriend will be solely responsible for ensuring their deliverance of the Services does not breach any local state regulations or law.

3.4 The Sleepfriend will provide the Services from locations which are private and have adequate and suitable privacy and quietness for Clients.

3.5 As this is not an employee or worker relationship, the Sleepfriend will decide what hours they work and what fee they will charge to clients (provided the minimum fee charged to clients is £14 (fourteen British Pounds) per hour, inclusive of any applicable taxes). The details of any new fee arrangements between the Sleepfriend and Company can be changed at will by the Sleepfriend using the Company’s Website/Application, however, such changes in fee arrangements will not be retroactively applied to Sessions already paid for and booked by Clients prior to such changes being made by the Sleepfriend.

3.6 The Sleepfriend will not knowingly introduce or pass on to the Company any software viruses, Trojan horses, time bombs, logic bombs, trap doors, cancelbots or any other computer code, files or programmes that may cause any harm to or affect the Company’s systems, or any device, software, system or telecommunications equipment used by the Company.

3.7 The Company will not have to offer the Sleepfriend any further, additional or future work during or after this Agreement and the Sleepfriend will not have to accept any offer of work made by the Company. The Sleepfriend is not obliged to make its services available except for the performance of its obligations under this Agreement. Neither party wishes to create or imply any mutuality of obligation between themselves. Obligations of the consultant limited to the Services purchased under the terms is agreement. This Agreement will not extend beyond the current term without a variation being signed pursuant to clause 3.5.

3.8 The Sleepfriend will, at its own cost, provide all equipment and pay for any expenses as is necessary for the satisfactory performance of the Services by the Sleepfriend.

3.9 The Company will collect and process data about the Sleepfriend in accordance with the privacy notice provided to the Sleepfriend or which is available at https://www.sleepfriends.org/privacy-policy

3.10 The Sleepfriend will comply with the Company’s data protection policy and any other policies that apply to the processing of data, including in relation to special category personal and criminal records information.

3.11 In addition to the general obligations of the Sleepfriend under clause 3.9, the Sleepfriend will:

   3.11.1 co-operate fully with the Company to allow the Company to comply with all of its obligations under all applicable data protection legislation;

   3.11.2 implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of personal data (in each case as defined in applicable data protection legislation) and against accidental loss and destruction of or damage to personal data;

   3.11.3 process any personal data disclosed to the Sleepfriend by or on behalf of the Company as processor and only:

   (a) In accordance with the Company’s written instructions; and

   (b) for the purposes for which that personal data was obtained and processed by the Company;

   3.11.4 provide such available documentary evidence of the Sleepfriend’s compliance with his/her obligations under clause 3.9 and 3.10 as the Company may from time to time reasonably request;

   3.11.5 straight away on receiving notice from the Company, take all appropriate action to enable the Company to comply fully and in a timely manner with any request from a data subject in relation to access to and/or rectification or erasure of personal data; and        3.11.6 immediately notify the Company of any misuse or loss of data of personal data of which the Sleepfriend becomes aware in the course of providing the Services.

4. Company’s Responsibilities

4.1 The Company will notify the Sleepfriend of any statutory rules or regulations that apply to the Sleepfriend and of any policies which apply to the Sleepfriend during the course of providing the Services.

4.2 Where other people or organisations (including employees of the Company but excluding the Sleepfriend) have to do something in order for the Sleepfriend to provide the Services, the Sleepfriend will not be responsible for any delay to the delivery of the Services or if the Services are not completed in full or at all because those other people or organisations do not do what they are supposed to do on time, in part or at all.

5. Fees

5.1 The Company will:

5.1.1 pay the Sleepfriend the fee set out in the Schedule, inclusive of any VAT or taxes may apply, provided that the Sleepfriend has sent an invoice in the way set out in the Schedule, together with any details of the hours or days worked on the Services during the period covered by the invoice; 5.1.2 pay each invoice within the period set out in the Schedule;

5.1.3 be entitled to deduct from these fees any sums that the Sleepfriend may owe to the Company at any time, such as, but not limited to, a 20% commission of any fee paid by the Client to the Sleepfriend via the Company’s Website/Application.

5.2 The Sleepfriend is not entitled to any payment or fee for any day when he/she does not provide the Services.

5.3 Payment of fees or any expenses by the Company will not affect any of the Company’s claims or rights against the Sleepfriend if the Sleepfriend does not provide the Services in accordance with this Agreement.

6. Expenses

6.1 The Sleepfriend will be solely responsible for all expenses that it has to pay in order to carry out the Services unless some other agreement is made in writing formally between the Sleepfriend and the Company.

7. Other Activities

7.1 The Sleepfriend can engage in any other business during the Term provided that he/she:

   7.1.1 does not breach the terms of this Agreement;

   7.1.2 does not interfere or try to interfere in any contract, agreement or arrangement between the Company and any third party; and

   7.1.3 does not discourage any third party from doing business with the Company, or entice or encourage such third parties to enter into contracts with a competitor of the Company or with the Sleepfriend, once they have indicated their intention to enter into a contractual relationship with the Company.

7.2 For the avoidance of any doubt, the Sleepfriend is free to work with or for competitor companies of the Company.

8. Confidential Information

8.1 Confidential Information will mean any trade secrets or other information (in whatever form and wherever kept) relating to the business or clients of the Company, which is confidential to the Company (which may be marked as “confidential”, is described as “confidential” or which is obviously confidential), and includes any copies of such information.

8.2 The Sleepfriend may not use or disclose to anyone, any Confidential Information about the Company’s business that he/she may see or find out when providing the Services, including Confidential Information in any form relating to customers, products, technical data and trade secrets, unless:

   8.2.1 the Sleepfriend’s work makes it necessary to disclose the information to someone in order that they can help his/her fulfil the Services;

   8.2.2 the Company approves its disclosure;

   8.2.3 the law, or a body with legal or regulatory authority requires it to be disclosed;

   8.2.4 the information is already public and known by others (but not because the Sleepfriend told them).

8.3 The Sleepfriend will protect the Confidential Information against unauthorised disclosure by using the same degree of care as he/she takes to look after and keep safe his/her own confidential information of a similar nature, being at least a reasonable standard in line with industry standards.

8.4 At any time during this Agreement, the Sleepfriend will quickly return to the Company on request, all Confidential Information and anything else the Company owns, such as paperwork and data and documents created by the Sleepfriend on the Company’s computer systems, or any other work created by the Sleepfriend on behalf of the Company during the Term.

9. Intellectual Property

9.1 Any “intellectual property rights” (such as copyright, or rights in designs) owned or licenced by either party prior to the date of this Agreement will remain the property of that party or the licensor.

9.2 Any work produced by the Sleepfriend in the course of carrying out the Services will be called “Works”. Where the Sleepfriend uses its own intellectual property rights (or the intellectual property of a third party under the terms of a licence) in the Works, then the Sleepfriend will grant a licence to the Company to the extent necessary to facilitate the Company’s full enjoyment of the Works and, where necessary and available, rights equivalent to those of the Sleepfriend subject to the Company’s strict adherence to the limitations and availability of such rights.

9.3 The Sleepfriend agrees (subject to clauses 9.1 and 9.2 where relevant):

   9.3.1 to inform the Company in writing of any Inventions he/she may come up with as soon as he/she has invented them, and to keep all details of such Inventions confidential;

   9.3.2 not to try to register legally any intellectual property rights in Inventions or Works made during the course of carrying out the Services, and to do anything else (such as signing document) which the Company needs to confirm the Company’s ownership of the Inventions or such Works, or protect the Company’s rights in them;

   9.3.3 that he/she has not allowed and will not allow anyone else to use the Inventions or any of the Works or any of the intellectual property rights in either of them, and that nobody else is using them as far as he/she knows;

   9.3.4 that the Company may exploit, alter or change the Inventions or any of the Works without identifying the Sleepfriend as the creator. These rights which the Sleepfriend now waives are called “moral rights” which arise under the Copyright Designs and Patents Act 1988.

10. Ending this Agreement

10.1 The Company or Sleepfriend may end this Agreement immediately, by sending the other party a written notice, without having to pay anything more than amounts earned before the date that this Agreement ends, if at any time:

10.1.1 the Sleepfriend fails to comply with the Company’s reasonable and lawful requests;

10.1.2 the Sleepfriend is, in the Company’s reasonable opinion, careless or ineffective in the performance of the Services;

10.1.3 the Sleepfriend is unable to carry out the Services;

10.1.4 the Sleepfriend is guilty of any fraud, deception or dishonesty, or acts in any way which the Company believes damages its reputation, or which might damage the Company’s business.

10.2 Either the Company or the Sleepfriend can end this Agreement straight away by sending the other a written notice, if the other party:

   10.2.1 commits any serious or repeated breach of any of its obligations under this Agreement, and (where that the breach can be remedied) does not remedy it within 14 days of receiving a written notice from the other party that requires them to remedy the breach;

   10.2.2 fails to pay any amount due under this Agreement on the due date for payment and does not pay the amount due within 30 days of receiving a notice from the other party requesting payment;

   10.2.3 stops, or is unable to pay its debts when they arise, or is deemed to be unable to pay its debts under the legislation known as the Insolvency Act 1986;

   10.2.4 negotiates with any creditors who it owes money to reschedule its debts to them, or enters into any arrangement or compromise with its creditors concerning its debts;

   10.2.5 files a petition, gives notice, passes a resolution or an order is made for it to be wound up (except if that happens as part of it combining with another company whilst it is still solvent) or a person of significance (including the Sleepfriend) is declared bankrupt;

   10.2.6 has creditors, or someone else it owes money to becomes entitled to appoint an administrative receiver or takes possession of any of its assets, or any other legal action is taken against its assets;

   10.2.7 a court application or order is made for the appointment of an administrator over them and its affairs; or

   10.2.8 stops carrying on business, or threatens to do so.

10.3 The reasons listed in this clause 10 do not limit any of the legal rights of the party which is not at fault or in default and which sends a notice bringing this Agreement to an end to the defaulting party. If that party does not exercise its rights to end this Agreement straight away, this does not mean that it is giving up its right to end this Agreement in future for that reason or for another reason.

11. Responsibilities on Termination

11.1 On termination of this Agreement the Sleepfriend must:

   11.1.1 immediately return to the Company all of its property in his/her possession or to which he/she has access, and any materials that he/she has been working on as part of the Services (for example working papers);

   11.1.2 delete without undue delay all information about the Company’s business that is stored electronically in the Sleepfriend’s possession or to which he/she has access; and

   11.1.3 sign and deliver a statement that he/she has done these things.

12. Status and Substitution

12.1 The relationship between the Company and the Sleepfriend will be that of customer and independent contractor which means that the Sleepfriend is not the Company’s employee, worker, agent or partner, and:

   12.1.1 the Sleepfriend will give the impression that they are; and

   12.1.2 will do anything the Company reasonably requests when asked to confirm that this is the actual relationship.

   12.2 As this is not an employment contract the Sleepfriend will be fully responsible for all his/her own tax including any national insurance contributions arising from carrying out the Services. If the Company has to pay any such tax or national insurance contributions, the Sleepfriend will to the extent that it would be legal, pay back to the Company in full, any money that the Company has to pay, and he/she will also pay back the Company for any fine or other punishment imposed on the Company because the tax or national insurance contributions were not paid by the Sleepfriend.

12.3 The Sleepfriend must ensure that any person that it uses to provide the Services on its behalf is properly qualified and trained, and has the necessary skills and experience to provide the Services to the reasonable satisfaction of the Company.

12.4 The Sleepfriend may appoint a suitably qualified and skilled substitute to perform the Services on his/her behalf. The Company may refuse to accept any substitute only if, once any substitute is in role, it is not reasonably satisfied that the substitute has the necessary skills and qualifications to provide the Services to the Company’s reasonable satisfaction. If a substitute is appointed, where this Agreement uses the word “Sleepfriend”, it will include the substitute.

12.5 If a substitute is appointed, the Sleepfriend will:

   12.5.1 be responsible for any payment agreed between the substitute and the Sleepfriend, and any additional costs during any handover period;

   12.5.2 continue to be subject to all duties and obligations in this Agreement during the appointment of the substitute;

   12.5.3 ensure that the substitute signs any documents that the Sleepfriend is required to sign under this Agreement;

   12.5.4 ensure that the substitute receives any training that is necessary (at the Sleepfriend’s expense); and

   12.5.5 ensure that the Sleepfriend notifies the company in writing.

12.6 The Sleepfriend will be entitled to appoint such administrative assistants and professional advisers as they deem appropriate and will be responsible for their assistants’ and advisers’ compliance with the terms of this Agreement.

13. Liability

13.1 The Sleepfriend will be responsible for any loss, damage or injury to any party, which results from anything done by or not done by the Sleepfriend, in breach of this Agreement. The Sleepfriend will pay that person or organisation, including the Company, in full, any money that the person, organisation or the Company has to pay, as well as any fine or other payment imposed on the person, organisation or the Company relating to such loss, damage or injury provided that the total amount that the Sleepfriend has to pay is not more than the total amount of cover that it has under its professional indemnity insurance, which is the amount set out in the Schedule.

13.2 The Sleepfriend will make sure that it has insurance to cover any claim against it (or any other person or organisation that it engages or employs) whether the claim is because of this Agreement or for some other reason. The insurance will include Employer’s Liability Insurance (for limited companies), Public Liability Insurance and any other suitable policies of insurance such as Professional Indemnity Insurance and Public Liability Insurance.

13.3 The Sleepfriend will be responsible for any problems arising as a result of the provision of the Services and the Sleepfriend will put these problems right at its own cost where the Company notifies the Sleepfriend in writing of the problem.

13.4 Neither the Sleepfriend nor the Company will be liable to the other for failure or delay in carrying out this Agreement, which is caused by an event beyond their reasonable control and that they could not have foreseen, or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, pandemic, war, terrorism, civil unrest, explosions, mechanical breakdown or natural disasters.

13.5 Should the circumstances described in clause 13.4 endure for 30 days or more, then either party will be entitled to terminate this Agreement upon service of notice to the other party.

14. Notices

14.1 If either party wants to give a notice to the other, it will be in writing and signed. It should be delivered personally, or by sending it by pre-paid recorded delivery or registered post to the other party to the address at the beginning of this Agreement, or by email, to an email address nominated by each party or, if no email address has been nominated, the most recently used email address between the parties.

14.2 If the notice is given by post, it will be treated as having been received on the second business day after posting (this excludes weekends and public holidays). If the notice is delivered personally, it will be treated as having been received on the day it is received, unless this is not a business day, in which case it will be treated as having been received on the next business day. If notice is given by email it will be treated as having been received 24 hours after it is sent, as long as it sent to the correct email address and no notice is received to indicate that the email has not been received by the other party.

15. General

15.1 These terms and Schedule(s) are the whole Agreement between the Company and the Sleepfriend and replace any previous agreements between them in respect of the subject matter.

15.2 If either the Company or the Sleepfriend wants to change this Agreement, the change must be in writing and must be signed by both of them.

15.3 This Agreement may be entered into electronically by the Company and the Sleepfriend, in which case the separately signed copies will together be taken as the whole Agreement.

15.4 No one other than the Company and the Sleepfriend has any rights under this Agreement.

15.5 The Sleepfriend may not assign this Agreement or any of his/her rights under this Agreement without the Company’s written consent. The Company may assign this Agreement or any of its rights under this Agreement to a third party provided it gives the Sleepfriend written notice of this.

15.6 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms and Conditions will not be affected.

15.7 Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

15.8 This Agreement may have been translated if We have made them available to You on the Company’s Website or Application. You agree that the original English text shall prevail in the case of a dispute.

15.9 No agency, partnership, joint venture, worker relationship, or other special relationship or employment is created as a result of this Agreement and You will not make any representations on behalf of or bind the Company in any manner.

16. Disputes

16.1 This Agreement and any dispute or claim relating to or connected with it (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

16.2 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.

16.3 If any such dispute cannot be settled amicably through negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.

16.4 Any dispute will not affect the Parties’ ongoing obligations under this Agreement.

16.5 The Sleepfriend and the Company agree that the courts of England and Wales are the only place where disputes or claims relating to or connected with this Agreement (including non-contractual disputes or claims) may be decided.

16.6 By entering into this agreement, the Sleepfriend hereby waives their right to participate in any class action, collective action, whether in court or arbitration, to the fullest extent permitted by applicable law. Any dispute, controversy, or claim arising out of or relating to this agreement shall be resolved on an individual basis only, and the parties expressly agree not to bring, join, or participate in any class or collective action as a plaintiff or class member.

16.7 The Sleepfriend understands they are an independent freelancer/contractor for the Company, that they can set their own fees and hours, and agrees not to make any claims against the Company for any worker or employee rights or compensation.

16.8 The Sleepfriend represents and warrants that they are at least 18 years old, and that they have the legal capacity and authority to enter into this agreement, and that they are not required to be on any sex offender registries, and have not been convicted of a serious offence. If the Sleepfriend has a prior conviction, they will inform the Company immediately at support@sleepfriends.org

16.9 If any Clients dispute payment or their banks or credit card companies perform a chargeback after the Sleepfriend has been paid, the Company reserves the right to deduct or withdraw such chargebacks from the Sleepfriend’s account, or, in the alternative, to invoice the Sleepfriend and request settlement of owed money to Company within 30 days of sending the invoice, which the Sleepfriend will settle.

17. Severability

17.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.

18. Agreement

18.1 This Agreement may be entered into electronically by both Parties. By ticking a tick box marked “I agree to the Sleepfriend Agrement” (or words to a similar effect), you hereby immediately enter into and agree to this Agreement, and understand your acceptance of this Agreement by this mechanism is legally binding.

18.2 Upon acceptance of this Agreement, the Company hereby immediately also agrees to this Agreement automatically, and thus the Agreement will then be deemed as accepted and agreed to by both parties.

Schedule

This Schedule is part of the Agreement dated 21st Day of August 2023. This Schedule refers to some terms agreed in relation to the Services the Sleepfriend will provide.

  1. “The Services”: Providing the services and activities to Clients, which includes guided deep relaxation, friendly/casual chats, active listening, ASMR (whispering) and bedtime stories.

  2. “Term”: Until one of the parties provideswritten notice of its wish to end this Agreement.

  3. “The Fees”: The gross amount (inclusive of any applicable taxes) that the Sleepfriend will charge the Client.

  4. “Insurance”: The Company has its own insurance, however, the Sleepfriend is encouraged by the Company to take out their own professional indemnity and public liability insurance where possible, and to also seek professional legal advice in this regard.

This Agreement was originally adapted from the Consultancy Agreement available at </p>