This Advertiser Agreement ("Agreement") governs your use of the Paranimo advertising service ("Paranimo Ads"). It is a separate, optional agreement that you accept once, at enrolment, in addition to the Paranimo Terms of Service and Privacy Policy. You are not required to use Paranimo Ads to use the Platform, and accepting these Terms does not bundle any advertising obligation into your base provider relationship.
It is made between Paranimo Limited (company number 11992617, registered office 28 Salisbury Road, Farnborough, England GU14 7AL) ("Paranimo", "we", "us", "our") and you, the Service Provider enrolling in Paranimo Ads ("you", "your", the "Provider").
By accepting this Agreement at /provider/ads/enroll, you agree to be bound by it.
1.1 In this Agreement, unless the context requires otherwise:
Ad: an advertisement built by you through the Wizard and submitted by Paranimo to an Advertising Network for delivery, promoting your services and linking to your Profile.
Ad Account: an advertising account held and controlled by Paranimo with an Advertising Network, through which Ads under this Agreement are run. Paranimo holds a separate Ad Account with each Advertising Network.
Advertising Network: a third-party advertising platform through which Paranimo submits and delivers your Ads, currently Meta, Google and LinkedIn, and any further network Paranimo makes available through Paranimo Ads from time to time.
Blocklist: the set of automated and editorial rules Paranimo applies to screen Ad content and targeting before submission (see clause 5 and clause 8).
Conversions API: the server-side mechanism by which Paranimo transmits Conversion Events to an Advertising Network, namely Meta's Conversions API (CAPI) and the equivalent server-side conversion interfaces provided by Google and LinkedIn.
Conversion Event: a server-side event (currently PageView, Lead and CompleteRegistration, or each Advertising Network's equivalent) sent to an Advertising Network to measure Ad performance, as described in the Privacy Policy.
Meta: Meta Platforms, Inc. and its relevant affiliates (including Meta Platforms Ireland Limited), operators of Facebook and Instagram.
Google: Google LLC and its relevant affiliates, operator of Google Ads.
LinkedIn: LinkedIn Corporation and its relevant affiliates, operator of the LinkedIn advertising platform.
Network Advertising Policies: the advertising standards of each Advertising Network as updated from time to time, including (without limitation) Meta's Personal Attributes and Personal Health policies and the equivalent personalised-advertising, sensitive-category and health policies operated by Google and LinkedIn.
Partner: an organisation through which you may have been onboarded as a Service Provider (for example, the NCPS or Pam Wellbeing), as further described in clause 15.
Pexels: the third-party stock image library from which you may select Ad imagery.
Privacy Policy: the Paranimo Limited Privacy Policy, as updated from time to time.
Profile: your Service Provider profile hosted on the Platform.
Terms of Service: the Paranimo Limited Terms of Service, as updated from time to time.
Theme: a vetted content set Paranimo curates per service pool (for example, counselling), comprising approved primary text, headlines, descriptions and calls to action.
Theme Library: the collection of Themes made available to you in the Wizard.
Wallet: the pre-paid, Paranimo-held balance you fund via Stripe and from which Ad spend and applicable fees are drawn.
Wizard: the guided Ad-building tool within Paranimo Ads.
1.2 Words and phrases not defined here have the meaning given in the Terms of Service. In the event of conflict between this Agreement and the Terms of Service in relation to Paranimo Ads, this Agreement prevails.
2.1 Paranimo Ads lets you create and run Ads promoting your services on Meta platforms, using the Theme Library, the Wizard and the Wallet.
2.2 Paranimo holds and operates the Ad Account with each Advertising Network and submits Ads to the relevant Advertising Network on your behalf. You do not receive direct or raw access to any Ad Account or to any Advertising Network's advertising tools.
2.3 You remain the advertised principal: Ads promote your practice and direct to your Profile. As between you and each Advertising Network, however, Paranimo is the account holder and the Advertising Network's advertising customer, and contracts with the Advertising Network accordingly.
2.4 Paranimo provides the advertising service with reasonable skill and care but does not guarantee any particular reach, impressions, leads, bookings or commercial outcome (see clause 12).
3.1 To enrol in and use Paranimo Ads, you must: (a) be based in the United Kingdom; (b) be registered with a recognised professional body relevant to your services; (c) hold valid and current credentials, qualifications and any required insurance; and (d) be in good standing under the Terms of Service and any applicable Partner arrangement.
3.2 We may require you to verify your eligibility at any time and may suspend or decline your access to Paranimo Ads pending verification.
4.1 Paranimo Ads operates on a pre-paid basis. You fund a Wallet through one-off Stripe top-ups. There is no subscription and no automatic recharge; your Wallet will not be topped up automatically.
4.2 Ad spend and any applicable Paranimo fees are drawn down from your Wallet. Spend is reconciled daily, and an Ad is paused automatically when your Wallet balance reaches zero.
4.3 Amounts that have been spent on Ad delivery or applied to fees are non-refundable.
4.4 On closure of your Paranimo Ads account (by either party), any unspent Wallet balance is refundable to you, less any amounts already committed to live Ad delivery or owed to us, and subject to clause 4.5.
4.5 VAT. VAT is chargeable on the advertising service at the prevailing rate (currently 20%). Because Paranimo holds the Ad Account and contracts with Meta as principal, each Wallet top-up is treated as a prepayment for Paranimo's advertising service, and VAT is accounted for at the point of each top-up. We will issue you a VAT invoice for each top-up, which you are responsible for retaining for your own records.
4.6 You are responsible for ensuring your Stripe payment details are accurate and current. Stripe's terms apply to top-up transactions (see Terms of Service clause 9.8).
5.1 Paranimo curates the Theme Library. You may select a Theme and edit the primary text, headline, description and call to action only from within the approved content banks for that Theme, and select an image from Pexels.
5.2 Before any Ad is submitted to an Advertising Network, Paranimo applies the Blocklist, which rejects (without limitation): second-person condition framing; outcome or efficacy claims; crisis-signal targeting; under-18 targeting; and unverifiable credential claims.
5.3 Paranimo may reject, modify, decline to submit, or pause any Ad at its discretion where it considers the Ad may breach the Blocklist, the Network Advertising Policies, applicable law, or the reputation or integrity of the Platform.
5.4 Paranimo does not commit to any service level or turnaround time for editorial review or submission.
6.1 You warrant and undertake that, in respect of every Ad you build and authorise: (a) all credential, qualification, registration and professional-body claims are true, current and verifiable; (b) you own or are licensed to use your headshot, biography and all other content you supply or enable, and that such content does not infringe any third party's rights; (c) the Ad does not infringe any intellectual property, privacy, publicity or other right; (d) you are fit to practise and subject to no regulatory finding, restriction or investigation that would make the Ad misleading; and (e) the Ad complies with all applicable laws and professional and advertising standards.
6.2 You will indemnify Paranimo against losses, damages, costs and claims arising from a breach of clause 6.1.
7.1 You acknowledge that all Ads are subject to the Network Advertising Policies of each Advertising Network on which they run, including Meta's Personal Attributes and Personal Health policies and the equivalent Google and LinkedIn policies, and that each Advertising Network reviews and may reject, restrict or remove Ads independently of Paranimo.
7.2 You are responsible for the content of the Ads you enable. Paranimo screens Ads against the Blocklist but does not certify, warrant or guarantee that any Ad will be approved by an Advertising Network or will comply with the Network Advertising Policies.
7.3 Each Advertising Network's review is separate from and additional to Paranimo's editorial control. Paranimo is not responsible for an Advertising Network's decisions, timelines or actions.
8.1 The following targeting is prohibited and will be blocked: (a) targeting of, or directed at, persons under 18; (b) targeting of audiences defined by crisis signals or distress indicators; and (c) targeting that asserts, implies or infers a specific health condition, diagnosis or personal attribute of the audience.
8.2 You must not attempt to circumvent these restrictions. Attempting to do so is a material breach of this Agreement.
8.3 Paranimo Ads is an adult-facing service. All Ads, targeting, audience selection and conversion tracking under this Agreement relate only to adults. Paranimo Ads is never used to advertise to, target, profile or track any person under 18, and conversion events are never fired in respect of under-18s or Paranimo Schools (see clause 11.2).
9.1 Ads run under this Agreement may direct only to your Profile on the Platform. External or third-party landing pages are not permitted under this Agreement.
10.1 You grant Paranimo a non-exclusive, royalty-free, UK-wide licence to use your name, headshot, biography, credentials and the Ad copy you select, solely for the purpose of creating, submitting, running and managing your Ads for the duration of each Ad.
10.2 This licence ends when the relevant Ad ends, save that Paranimo may retain copies of Ad content and related records after that point solely for audit, compliance, dispute-handling and retention purposes.
10.3 Nothing in this clause grants Paranimo any rights in your content beyond those needed to operate Paranimo Ads.
11.1 You authorise Paranimo to fire server-side Conversion Events (currently PageView, Lead and CompleteRegistration, or each Advertising Network's equivalent) to the relevant Advertising Network via its server-side Conversions API to measure the performance of your Ads, and to transmit the data fields described in the Privacy Policy for that purpose.
11.2 Conversion tracking operates only in respect of adult bookings and interactions. Conversion Events are not fired in connection with Paranimo Schools or any booking or interaction involving a person under 18.
11.3 Conversion data is processed in accordance with the Privacy Policy, including the lawful basis and the rights and choices available to the individuals concerned.
12.1 You set your own daily budget for each Ad. Your total exposure is limited by your Wallet balance: Ads pause automatically when the Wallet reaches zero.
12.2 Paranimo gives no warranty as to the number of impressions, clicks, leads, bookings or any other result, and does not warrant that any Ad will be delivered or approved.
12.3 Subject to clause 12.4, Paranimo's total aggregate liability to you arising out of or in connection with this Agreement and Paranimo Ads, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the balance of your Wallet at the time the event giving rise to the claim occurred.
12.4 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any fine or liability imposed under data protection law that cannot lawfully be limited; or (d) any other liability that cannot be limited or excluded under applicable law.
12.5 We are not liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings.
13.1 Either party may pause or stop any Ad at any time.
13.2 You may close your Paranimo Ads account at any time by written notice; clause 4.4 (refund of unspent balance) applies.
13.3 Paranimo may suspend or terminate your access to Paranimo Ads immediately where: (a) you repeatedly or materially breach this Agreement, the Blocklist or the Network Advertising Policies; (b) we reasonably suspect fraud or misuse; (c) a fitness-to-practise, regulatory or safeguarding concern arises in relation to you; (d) you become insolvent or subject to an insolvency event; or (e) an Advertising Network suspends, restricts or terminates the Ad Account or our ability to run your Ads.
13.4 On termination, live Ads will cease, and clause 4.4 applies to any unspent Wallet balance. Clauses that by their nature should survive (including clauses 6, 10.2, 12, 14 and 17) survive termination.
14.1 Paranimo and each Advertising Network act as independent (separate) controllers in respect of the conversion data shared via the Conversions API. Paranimo is the controller for the operation of Paranimo Ads (including building, submitting and managing Ads, Wallet billing, and determining what Conversion Events are sent). Each Advertising Network (Meta, Google or LinkedIn) is a separate, independent controller for its delivery, measurement and optimisation of advertising and its own purposes.
14.2 Conversion data shared via the Conversions API is transmitted to the Advertising Network in hashed form and is subject to that network's controller terms (including Meta's Limited Data Use and controller-to-controller terms, and the equivalent Google and LinkedIn data terms, as applicable). Paranimo does not act as the network's processor and the network does not act as Paranimo's processor in respect of this data.
14.3 In respect of your own personal data (for example, your name, credentials and Ad content), Paranimo is the controller and processes it to operate Paranimo Ads in accordance with the Privacy Policy.
14.4 International transfers of personal data to an Advertising Network are addressed by that network's own transfer mechanisms (including certification under the EU–US Data Privacy Framework and the UK Extension, where applicable — Meta, Google and LinkedIn each being so certified) and as further described in the Privacy Policy.
14.5 Each party will comply with its obligations under applicable data protection law in respect of the processing described in this clause.
15.1 Where you were onboarded as a Service Provider through a Partner (for example, the NCPS or Pam Wellbeing): (a) the Partner remains your commercial counterparty for your base provider relationship; but (b) Paranimo operates the Ad Account and provides Paranimo Ads to you under this Agreement, and Paranimo is your counterparty for Paranimo Ads specifically.
15.2 Provider-level advertising under this Agreement operates independently of any Partner. The Partner does not access, receive or process any personal data arising from your use of Paranimo Ads — including your Ad operational data, your Wallet and spend data, and any conversion data — all of which remain between you, Paranimo and Meta. Accordingly, no separate data-sharing agreement or Partner data processing agreement is required in respect of Provider-level advertising. Any Partner-specific variation is limited to commercial matters (such as how your eligibility is verified or how billing is routed), as agreed between Paranimo and the relevant Partner.
15.3 This Agreement governs Provider-level advertising only — that is, advertisements you fund to promote your own Profile. It does not govern any advertising run by a Partner to promote the wider Paranimo-hosted marketplace or search; that is a separate activity governed by Paranimo's own arrangement with that Partner.
16.1 We may update this Agreement from time to time.
16.2 For non-material changes, we will notify you and the updated Agreement applies from the date stated.
16.3 For material changes, you will be required to re-accept the updated Agreement before your next Wallet top-up or Ad action; you will not be able to top up or run further Ads until you have done so.
17.1 This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
18.1 Entire agreement. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and us in relation to Paranimo Ads and supersedes all prior arrangements relating to its subject matter, save that nothing limits liability for fraud.
18.2 Severability. If any provision is held invalid or unenforceable, it is deemed deleted and the remainder continues in force.
18.3 Notices. Notices may be given by email to the last address each party has notified to the other. This does not apply to the service of legal proceedings.
18.4 No partnership or employment. Nothing in this Agreement creates any partnership, joint venture or employment relationship between you and us.
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