PARANIMO LIMITED TERMS OF SERVICES
Please read these term and conditions (“Terms”) carefullybefore using the services offered by Paranimo Limited (“Paranimo”, “We” “Us” or“Our”). These Terms apply to your use of the services provided byParanimo (“Services”). If you do not agree to these Terms, please do not use orcontinue using the Services. You agree that you have read, understood and agreeto be bound by these Terms.
Paranimo is a company incorporated in England and Walesunder registration number 11992617. Our registered office is located at 28Salisbury Road, Farnborough, England, GU14 7AL. These Terms constitute alegally binding agreement between the User or Users and Paranimo.
Paranimo is a technology company and creators of “branded counsellingnetworks”, a new approach to providing access to mental health support througha decentralised network system. Paranimo serves solely as a third-party systemand does not provide counselling or medical services. Paranimo holds noresponsibility for the outcome, results, or effectiveness of any End User'sengagement with a Therapist's services.
We may amend these Terms from time to time. Such amendmentswill be effective once they are posted on www.paranimo.co.ukor mentalwellbeing.support and will apply to your use of the Services. Wetherefore encourage you to regularly review the Terms. Your continued use ofthe Service after any such amendments, whether or not reviewed by You, willconstitute your agreement to be bound by such amendments.
To access this Service, you must be at least eighteen (18) years old, unlessyou are accessing the Service through an approved organisation that providessupport to individuals under the age of eighteen (18).
DISCLAIMER
If you are in danger, need emergency help or are consideringactions that could harm yourself or others you should dial 999, go to Accidentand Emergency, speak to your GP, or contact the NHS 111 service. Our Servicesshould not be used in emergencies. If you are suicidal or considering harmingyourself or others, please consider using the resources suggested by the NHS (https://www.nhs.uk/conditions/Suicide/).Any information, suggestion or advice which may be offered to you by aTherapist before, during the course of, or after a therapy session, is not asubstitute for examination by a medical doctor or a licensed qualifiedprofessional.
Introduction
In these Terms:
"Business Customer” means any businesses, charities orany other organisations working with Paranimo or obtaining Services fromParanimo;
“End User” means the recipient of the Services providedthrough the Platform;
“User” or “Users” means any third party that accesses thePlatform and is not either (i) employed by Paranimo and acting in the course oftheir employment or (ii) engaged as a consultant or otherwise providingservices to Paranimo and accessing the Platform in connection with theprovision of such Services;
“Platform” means the online platform operated by Paranimothrough which the Services are provided;
“Therapist” means a qualified and licensed professionalengaged in the practice of providing therapeutic services, including but notlimited to psychological counselling, psychotherapy, and mental health supportand which provides their Services via the Platform.
Services are provided to both corporate entities andindividual users. The term “User” applies to all the following categories: (i)End User; (ii) Business Customer Administrator End User; (iii) BusinessCustomer Software Reseller; (iv) Therapist End User; and (v) BusinessCustomers.
Users will have access to specific features within thePlatform based on their respective categories. However, the rules andregulations set out in the General End User Licence Agreement section apply toall Users and subsequent appendices will apply to those Users accessing otherfunctions of the Platform as follows: (i) Therapist End User Licence Agreement(as set out in Annex I); Business Administrator End User Licence Agreement (asset out in Annex II(a)); (iii) Business Customer Software as a Service Agreement(as set out in Annex II(b)) and (iv) Business Customer Software Reseller andLicence Agreement (as set out in Annex III).
General End User Licence Agreement (EULA)
The following terms apply to all Users.
The Paranimo Services
Our Platform aims to allow for End Users to match toTherapists who offer Mental Health support. It also operates for Therapists toaccept a match from an End User to provide mental health support services andoffers other services including, but not limited to booking and schedulemanagement, payment processing, and video calls.
Paranimo facilitate payments for sessions which can eitherbe self funded by End Users or by businesses on behalf of End Users.
Techniques for providing mental health support are variedand opinion on effective outcomes is subjective. The efficacy of techniquesand/or individual practitioners is similarly subjective. Paranimo is notendorsing or in any way expressing confidence in Therapists or therapeutictechniques/approaches used through the Paranimo system in addressing any givenuser’s mental health needs. Paranimo is agnostic in relation to theeffectiveness of any particular therapy, approach, or technique, and any agreementmade regarding support or treatment is between the End User and theirTherapist. Paranimo is not a party to such agreements and cannot monitor anycommunication within a video call session.
We allow separate agreements to be made between End Usersand Therapists regarding content of therapy in a virtual therapy session.However, Therapists are not permitted, under any circumstances, to imposeadditional fees or the requirement for additional sessions on End Users,outside that stipulated on the platform. In the event of a conflict betweenthese Terms and any agreement entered into between an End User and a Therapist,these Terms will prevail.
By agreeing to these Terms, you accept Paranimo is notproviding any mental health support. Paranimo is acting as a third party systemonly, and is not providing any counselling or medical services. Paranimoaccepts no responsibility for the outcome, result, or effectiveness of any EndUser’s use of a Therapist’s services.
Use of the Platform
By using the Platform, you agree or confirm the following:(i) You are considered mentally cognisant; (ii) You will be bound by theseterms; (iii) You are not breaching any agreements or contracts in place betweenyou and any third party in respect of use of the Platform.
Whenever a User has any reason to interact with any Paranimostaff, the User agrees to do so in a respectful and polite manner. If any Useris rude or aggressive to the staff, Paranimo reserves the right to terminatethe User’s account immediately and without notice.
Individual Users may be acting in one or more of thefollowing capacities:
End User – all users can access mental health support withfurther permissions granted to access features as follows: “Administrators”,which can be split as follows: (i) Business Customer Administrators; (ii)Partner Administrators; and (iii) Counsellors (which may be referred to as“wellbeing professional”)
Business Customers are considered to be split into threecategories: (i) “Technology Partner”: this means businesses sell Platformaccess with the ability for those businesses to have their own branding on thePlatform (ii) “Service Integrator”: this means businesses sellPlatform access without the ability for those businesses to have their ownbranding on the Platform; or (iii) Client Business: this means any businessthat is provided access by either of the above types of business and isproviding access to End Users.
Users must be using the Platform for themselves to accessServices and not for any third party who is trying to access the Services. Thisis not meant to prohibit a third party from helping the account owner accessthe Platform.
All Users must be mentally cognisant and aged eighteen (18)years old or over unless accessing via an approved organisation providingsupport to under eighteen (18).
Unless reasonably required to perform a role ofAdministrator or multiple User types, Users must not: (i) create multipleaccounts; or (ii) create an account for the benefit of someone else; or (iii)let anyone else gain access to and/or use your account; or (iv) impersonateanother person or knowingly allow anyone else to impersonate you.
You confirm that you are not agreeing to these Terms inreliance on any representation made by Us other than as expressly set out inthese Terms. All descriptions and other information in the advertising andpublicity materials are illustrations only and do not form part of these Terms.To the fullest extent legally permitted and except in relation to fraud orgross negligence, these Terms constitute the entire agreement between Paranimoand you, and supersedes and extinguishes all previous agreements, promises,assurances, warranties, representations and understandings between Us and yourelating to the Services, your registration or the use of the Platform, whetherwritten or oral.
All Users agree that the Platform is providingfunctionality over the internet. We recommend using an internet connection withat least 5mbps (mbps = megabits per second). We also recommend having a goodWi-Fi signal when using a device with a wireless connection. Failure to followthese recommendations may result in the quality of your experience diminishing,resulting in problems including but not limited to video call quality issues ordisconnection during the call. By agreeing to use the Platform, you accept thatParanimo cannot be held responsible for issues arising from your own internetconnection or usage of any device used to access the Platform.
As an End User using the Platform, you agree that:
you are able to cope with the demands of therapy and areready to engage with your booked sessions;
if you have any concerns or doubts regarding yourability to cope with emotional demands for participation in the session, youwill consult a doctor or any other mental health service you are currentlyengaged with;
you are not obliged to continue attending sessions that youare not comfortable with. You can stop your therapy at any time, however youmay still be charged depending on the timing of cancellations;
that you will take all reasonable steps to ensure anysession you must cancel or reschedule is resolved as soon as possible and inline with these Terms;
While using the Platform you will limit all discussionsregarding mental health to video calls during booked session;
that you will be prepared and present for booked sessions atthe agreed time;
that you will act appropriately and in accordance with theseterms when taking part in any session with a Therapist through the Platform.
that you recognise that any information you add to your Userprofile is voluntary, optional, can be removed or edited at any time, and, solong as you grant permission, the contents of your profile page will beviewable to only your Therapist;
that you may refuse to provide your real name if you choose,but this requires the selection of a pseudonym for your profile name. We arenot responsible or liable for your choice of pseudonym, but like any profilename, it must not be offensive, or breach any laws or the rights of thirdparties;
that you will pay for your sessions in accordance with theParanimo payment booking system, any terms, conditions and requirements inplace now and in the future;
that all feedback will be honest, accurate and appropriate.
If you are in any doubt regarding the behaviour orqualifications of your Therapist, you can contact their professionalassociation body to report any misconduct. If you are unsure, please feel freeto contact Paranimo for assistance.
In order to use the Paranimo system we require from you, asa minimum, certain information required to facilitate registration and loginincluding your email address and a password. All other information is optional.A display name of some form is required but does not need to contain anypersonal information.
End Users do not need to provide their real name in theirprofile but we encourage you to tell your chosen Therapist your real name inthe privacy of your virtual therapy session. You do not have to but it maydamage the trust which forms the foundation of the relationship.
Therapy is a subjective and personal journey and success isjust as much about your chemistry with the Therapist as the Therapist’sexperience. By agreeing to these Terms, you understand that the skills of anyTherapist will vary and Paranimo does not predict or ensure any Therapist willbe appropriate for your individual needs. If you are not happy with the helpyou are receiving you can change Therapist at any time. Charges may applydepending on the circumstances surrounding outstanding bookings, cancellationsand refunds. You may also contact Paranimo or a Therapist’s professionalaccreditation organisation to complain if a Therapist has acted inappropriatelyor unprofessionally.
Anyone using the Platform accepts that they are using thePlatform of their own free choice and are free to stop or change Therapists ifthey are unfit or uncomfortable in continuing. Paranimo, nor any Customer orpartner of Paranimo, will be liable for any delivery of mental health supportprovided by Therapists using the Platform.
Paranimo makes no guarantee about information provided bythird parties in regards to:
any Therapist or the services they provide. We have made theprocess as simple as possible for you to change Therapists if you are notsatisfied with the support you receive;
The accuracy of any information regarding a Therapist,including but not limited to information on their profile;
a Therapist’s availability or responsiveness on thePlatform;
the relevance or usefulness of a Therapist’s interventionsor practice within sessions;
the effective outcome or success of the sessions ortreatment.
If any User would like to close their account, contactsupport and we will delete your account immediately.
If the End User feels the Therapist was unprofessional orwould like to complain they can contact Customer support at support@paranimo.co.uk and We canassist the End User in raising a complaint to that Therapist’s professionalstandards body.
Each Therapist is responsible for the techniques and styleof their own mental health support.
End User usage of funded sessions will be automaticallycalculated based on scheme rules. The End User must pay for any usage outsideof this limit.
If a technical fault is encountered the User should contactParanimo immediately and We will use reasonable endeavours to fix the problem.
Matching to Therapist
Paranimo will be continually developing the searching andmatching capabilities to develop the most efficient system we can to findTherapists best able to help End Users. Paranimo will use various metrics andfeedback systems to refine the matching system and will be using anyinformation in profile pages, user usage information, information volunteeredfor searches/matching functionality, and any measure Paranimo believes canprovide accurate measurements of successful mental health support to developthe best system we can.
Paranimo reserves the right to alter the matching systemhowever it sees fit.
Bookings with a Therapist
Booking a session refers to the booking of a time slotwithin a window of availability a Therapist has created through the Platform.This session is for a private video call, which occurs via the Platform or athird party alternative platform. In person and phone based sessions can alsobe arranged. A booking represents an appointment within the Therapist’scalendar which may otherwise be used for other business purposes. Phone numbersare only shown to Therapists an End User consents to work with.
The Therapist has the final responsibility for selecting anexact start time, End Users only suggest possible times.
To book a session with a Therapist, an End User must be amember of the Platform.
The End User and Therapist can select blocks of time whichboth are available and the Therapist can suggest a time to arrange a booking.All End Users have the option to reject or confirm times suggested.
Confirmation is required for the session to take place. Thebooking process requires the End User’s consent to showing this specificTherapist their private profile page. This is a prerequisite for communicatingwith a Therapist. Without granting consent, the process cannot continue. TheTherapist’s terms and cancellation and rescheduling policy are shown whenconfirming consent. This process allows Therapists to see information regardinga potential End User through a profile page. If an End User does not want toshow this information to a Therapist, the End User should remove it from theirprofile. All information within the profile page is optional.
End Users will enter payment information for a session,using Stripe, at the time of booking confirmation or will have sessions funded,via a scheme, by a charity or Business Customer working with Paranimo. Suchpayments are governed by Stripe’s terms and privacy policy, which can be foundhere: https://stripe.com/gb.
The bookings are then subject to cancellation andrescheduling based on the Therapist’s selected policy. Both parties will needto login and initiate the private video call session through the Platform,unless an alternative video service or offline delivery method has been agreed.
Scheme usage
End User may be given access to the Platform through aBusiness Customer. That Business Customer may fund sessions and can set limitson the number of sessions funded.
End Users agree to the usage limits agreed between Paranimoand the organisation who has named them as a member of a scheme. Theselimitations include, but are not limited to, the price of a session, the numberof sessions they can use per calendar month, and the total number of sessions.
The continued access to any supply of sessions is completelyat the discretion of Paranimo and the Business Customer. Should either Paranimoor the Business Customer end the engagement, Paranimo will withdraw access tothe Scheme.
In the event any Business Customer withdraws permissions forany End Users to access a scheme, or wishes to end their agreement withParanimo, access to a scheme can be blocked without warning and for any periodof time, including indefinitely.
Therapist Terms of Work
Therapists can display their own terms of work through thePlatform. These terms can cover how they are delivering therapy in the privacyof the virtual therapy room. Any clause or condition entered by a Therapistwhich falls outside of delivery of therapy within the virtual therapy room isnull and void.
Any content within a Therapist terms of work are entirelyseparate from these Terms. The agreement to such terms of work are between theTherapist and End User and apply only to the interactions within the virtualtherapy room.
Payments
The Platform is free to join for individual End Users.Business Customers must agree to subscriptions with Paranimo at Paranimo’sstated pricing. End Users will either have sessions funded by third parties orfund themselves.
Paranimo charges a commission from the fee charged byTherapists using the Platform.
Sessions
Paranimo believes that mental health support is subjectiveand personal, and the techniques and styles used are the choice of the End Userwithin their choice of Therapist.
Paranimo does not have access to the content of video calls.Paranimo considers the video calls private and confidential. Video calls arenot to be recorded. Either participant can end an association with a Therapistat any time. By agreeing to these Terms, all Users agree not to record anyvideo call content. Paranimo is not responsible or liable for the attitude,professionalism, or any other assessment of the quality of the interactionduring a video call or any other communication.
Session Price
Pricing is at the Therapist’s discretion and can be changedat their discretion, excluding where a session has already been paid for by athird party or session price is set in a Business Customers scheme.
Session length
The length of the session is a choice made by the Therapist.Although the booking system has a default setting of one (1) hour, Paranimo hasno preference or opinion on session length and this may be reset by theTherapist to best suit their practice and the End User’s needs.
Therapist Availability
Therapists set their own availability through the Platform.Paranimo makes no guarantees that Therapists using the Platform will continueto use it for any length of time or will provide regular availability.
By accepting these Terms, Therapists acknowledge that thePlatform does not advocate for the routine use of the Platform by End Users.All services provided by Therapists to End Users should be viewed as apay-as-you-go interaction via the Platform.
Cancellation Policy
Cancellations are available as an option for all sessionspurchased through the Platform. We strongly recommend End Users attempt toreschedule sessions rather than cancel an appointment. Therapists use differingminimum notice times for cancellations. By choosing to have therapy with anyTherapist, an End User agrees to the Therapist’s cancellation window, as shownon the Therapist’s profile page at the point of booking.
Cancelling before the end of the stated cancellation periodwill result in a refund. After the cancellation period has passed,cancellations are no longer allowed. Where a Therapist has not allowedcancellation or a booking is made close enough to the start of the session thatthe booking is made beyond the minimum cancellations period, payment will beprocessed immediately.
Grace period
The grace period is a threshold set by each Therapist whichreflects the minimum number of hours before the start of a session an End Useris able to book. If a Therapist opts for a four (4) hour grace period, thenonly sessions which are more than four (4) hours in the future will be bookableto ensure sessions are not booked without the Therapist finding out and missingthe session. If a booking is made outside the grace period, the Therapist isexpected to attend and will be subject to refunding of any fees.
Rescheduling policy
Rescheduling a session that cannot be attended should beconsidered the preference in resolving any issues with session attendance.Rescheduling can be performed through the Platform. Each Therapist can decidewhether to allow rescheduling as part of their policy. Access to reschedulingis entirely at the discretion of Therapists.
If a Therapist cannot attend a session, then they shouldnotify the End User or Paranimo support at the earliest opportunity. Therapistswill be subject to the refund policy if they do not attend a session. Uponbecoming aware that a Therapist cannot attend any of their sessions thatTherapist should contact the End User directly or through Paranimo to allow theEnd User to reschedule the session.
Where a Therapist no longer wishes to provide support, orwhere, in the Therapist’s professional opinion, the issues presented are beyondthe Therapist’s expertise to offer effective support, the Therapist shoulddiscuss the situation with the End User during a session. The Therapist canthen use their professional judgement in advising the End User how best to findmore appropriate support. If necessary, the Therapist should consult with arepresentative from their professional oversight organisation or a supervisoron how best to proceed.
If a Therapist has made their decision not to continue theirengagement with any End User clear and the End User continues to use thePlatform to engage the Therapist, the Therapist should contact Paranimosupport.
Refund policy
We strongly encourage the use of the rescheduling systemrather than cancellations of bookings and would urge Users to be respectful andtransparent in their transactions with each other around booking, cancellationsand rescheduling, maintaining the boundaries of these terms.
An End User is entitled to a full refund in the followingcircumstances:
Where a Therapist does not attend/deliver the bookedsession;
Where a Therapist is ten (10) minutes or more late to abooked session; or,
Where a Therapist wishes to reschedule and an End User doesnot agree to the rescheduling.
An End User is not entitled to a refund if they initiate thecancellation process within the Therapist’s cancellation window; However,rescheduling may still be an option subject to the rescheduling policy. Where acancellation is processed, payment will not have been processed and so norefund is required. Refunds will be made in the full amount paid throughStripe.
Invoicing
Paranimo shall invoice End Users on behalf of Therapists tomake invoicing easier. By agreeing to these Terms, Therapists agree:
Paranimo will issue self-billed invoices to Therapists andBusiness Customers for the services provided through the Platform, and alsoissue invoices to End Users on behalf of Therapists and businesses.
The agreement for self-billing lasts for as long as aTherapist or businesses use the Platform.
Paranimo may invoice the End User on behalf of the Therapistor businesses for the full amount of therapy sessions.
Paranimo shall invoice Therapists for the commission takenby Paranimo.
The invoice shall include the status of the Therapist orbusinesses as “Principal” and Paranimo as “Agent”.
Paranimo shall notify the Therapists of any changes toParanimo’s VAT status.
Where a Therapist is VAT registered, or becomes VATregistered, the Therapist shall notify Paranimo and include the Therapist’sname, address, and VAT registration number. Paranimo may request furtherinformation required to create a legally compliant VAT invoice.
Therapists shall notify Paranimo of any changes to their(the Therapists) VAT status, including if a Therapists business is sold (inpart or in whole) or in any other way changes ownership.
Therapists shall accept the invoices raised on their behalfuntil leaving the Platform or notifying Paranimo that this self-billingarrangement has been terminated.
If a Therapist wishes to query any of the content within aninvoice, the Therapist shall contact daniel.condliffe@paranimo.co.uk.
Any Therapist who is VAT registered shall contact Paranimoto inform us and include: (i) Name; (ii) Address; (iii) VAT registrationnumber.
Accessing the Platform
Access to the Platform is permitted on a temporary basis andParanimo reserves the right to suspend, withdraw, discontinue or change all orany part of the Paranimo Platform without notice. We will not be liable to youif, for any reason, the Platform is unavailable at any time or for any period,unless otherwise agreed to in writing in a separate agreement.
We may update the Platform as we develop new features andfix bugs, and may change the content at any time. The content on the Platformis provided for general information only and does not constitute medical orhealth advice on which you should rely. You must obtain professional orspecialist advice before taking, or refraining from, any action on the basis ofthe content on the Platform.
Paranimo makes reasonable efforts to update the informationon the Platform, however, we make no representations, warranties or guarantees,whether expressed or implied, that the content on the Platform is accurate,complete or up-to-date. This includes information or marketing materialsprovided to Customers.
Where you are provided with or submit a user ID, emailaddress, password or any other piece of information as part of theauthentication, you must treat such information as confidential and you mustnot disclose it to any third party. The right to use the secure areas of thePlatform is personal to you, and you may not allow other people to use yourlog-in details.
You are responsible for all activity and for the accuracy ofall information and requests sent using your username, password or any otherpersonal identification implemented to identify you.
You must notify us immediately of any unauthorised use ofyour account, or other account related security breach of which you are aware.
If you inform Us, or if We have reason to believe, thatunauthorised use is being made of the Platform (whether by you or through youraccount) then, without prejudice to the other rights and remedies, we maysuspend or terminate your access to the secure areas of the Platformimmediately (and without notice to you).
We may suspend or terminate your account at any time for anyreason, including your failure to comply with these Terms. A suspended Userwill not be able to login to an account. This will prevent participation in anybooked session which occurs during the suspension period.
A terminated account will be permanently deleted from thePlatform and a terminated User will not be able to login to the Platform. Thiswill prevent participation in any booked session which occurs after the date ofaccount termination.
Paranimo reserves the right to refuse refunds in cases whereaccounts are suspended or terminated and the right to bring legal proceedingsagainst you for reimbursement of all costs on an indemnity basis (including,but not limited to, reasonable administrative and legal costs) resulting fromthe breach of these Terms.
Without limiting our other remedies, we may limit, suspend,or terminate the service and user accounts, prohibit access to the Platform,remove hosted content, and take technical and legal steps to prevent Users fromaccessing/using the Platform if we (in our sole discretion) think that they arein breach of these Terms. We also reserve the right to terminate accounts thathave begun the registration processes but have not completed registration andhave not logged in for 6 months.
Please report any problems, offensive content, and policyviolations to us at support@paranimo.co.uk.
Under 18s Policy
If you are below eighteen (18) years old, you must check youare using the Platform through a Business Customer which has expresslyconfirmed they are intending the Platform to be used by under eighteen (18)s.Contact us if you are not sure (support@paranimo.co.uk).
Only End Users from Business Customers that We have agreedto provide access to counsellors with appropriate qualifications for workingwith under eighteen (18)s can offer access to under eighteen (18)s.
All counsellors with qualifications to work with under 18scome directly from our partners at the National Counselling and PsychotherapySociety and are on boarded by them.
User Conduct (linking to the Platform)
We reserve the right in our absolute discretion to prohibitany link from another site to materials or information on the Platform withoutnotice.
Any link to material or information on the Platform must beneither misleading or deceptive and must fairly indicate the Platform as thedestination of the link.
You must not establish a link in such a way as to suggestany form of association, approval or endorsement on the part where none exists.
You must not establish a link in such a way that mightdamage Paranimo’s reputation or brand.
You must not establish a link from any other site that isnot owned by you.
This Platform contains links to third party platforms. Theselinks are provided for your information only and Paranimo accepts noresponsibility for the use of such links.
Intellectual Property
Paranimo at all times and in all circumstances maintains allrights and ownership of all intellectual property and copyrighted materialsowned by Paranimo. Paranimo is the owner or the licensee of all intellectualproperty rights in the Platform, and in the material published on it. Thoseworks are protected by copyright laws and treaties around the world. All suchrights are reserved.
Paranimo and any of its nominated licensors shall retainownership of intellectual property and do not transfer any interest whatsoeverin those intellectual property rights. Any intellectual property created by anyparty in contribution to any aspect of this agreement will remain at all timesthe property of that party.
Any User that uploads any logo or other form of copyrightedmaterial or intellectual property to the Platform maintains all rights andownership over their copyrighted material or intellectual property.
You agree to abide by all applicable copyright and otherlaws, as well as any additional copyright notices or restrictions contained inthe Service. You acknowledge that the Services have been developed, compiled,prepared, revised, selected, and arranged by Us and others through theapplication of methods and standards of judgment developed and applied throughthe expenditure of substantial time, effort, and money and constitute thevaluable intellectual property of Paranimo and such others.
Paranimo’s name, Paranimo’s logo, the Services, and thethird-party merchants or logos and the product names associated with theService are trademarks of Paranimo and/or its affiliates or third parties, andno right or licence is granted to use them.
Interference
Use of the Platform for the purpose of damaging the businessor property of Paranimo or third parties or damaging, attacking or overloading,the networks, servers and other hardware or software of Paranimo or thirdparties is expressly prohibited. In particular, you agree that you will not usethe Paranimo system in any of the following ways:
to attempt to decompile, reverse engineer, disassemble orotherwise derive source code from the Paranimo system in any way that isunlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
for the purpose of harming or attempting to harm minors inany way;
to send, knowingly receive, upload, download, use or re-useany material which violates these Terms;
to transmit, or procure the sending of, any unsolicited orunauthorised advertising or promotional material or any other form of similarsolicitation (spam);
to tamper with, hinder the operation of, make unauthorisedmodifications to the Platform including attempting to interfere with the accessof any user, host or network;
to use the Platform for any activities which breach any lawsor regulations or infringe any third party rights;
to remove, obscure, or alter any copyright notices,trademarks, or other proprietary rights notices of ours or any third party;
to use the personal information of person other thanyourself in order to access or use the Platform; and/or
knowingly share, deploy, upload, or in any way transmit anybug, virus, trojan, worms, time-bombs, keystroke loggers, spyware, adware orany other harmful elements, code, or programs, or other disabling feature to orthrough the Platform.
You may save and print copies of extracts from the Platformin hard copy for your personal use or the use of others within yourorganisation, subject to any applicable laws.
You may supply a copy of any extract from this Platform toan individual third party for their personal use only, provided that:
you acknowledge that this Platform is the source of theextract, and include the address of the Platform and the date of the extract inany such copy;
you inform the third party that these licence conditionsapply to them and they must comply with them;
you copy the extract in full with no amendment or editing;
the extract is not supplied for any commercial purpose orfor a fee; and
the extract is not incorporated in any other work orpublication.
If you wish to reproduce or use information from thePlatform beyond the terms of this licence, please contact us to request expressconsent. You can do this by addressing your request to support@paranimo.co.uk.
By using the Platform, you agree that you will not:
Take any action that imposes or may impose (in Paranimo’ssole discretion) an unreasonable or disproportionately large load on theinfrastructure;
copy, reproduce, modify, create derivative works from,distribute, or publicly display any content (except for your own content) fromthe Platform without the prior written permission of Paranimo and theappropriate third party, as applicable;
Interfere, or attempt to interfere with the proper workingof the Platform or any activities conducted on the Platform; and/or
bypass measures Paranimo may use to prevent or restrictaccess to any part or function on the Platform.
Whilst Paranimo endeavours to ensure that the Platform isavailable 24 hours a day, we do not guarantee that the Platform, or any contenton it, will always be available or uninterrupted, or that it will be free fromerrors or omissions. We will not be liable if, for any reason, the Platform isunavailable at any time or for any period. You are responsible for making allarrangements necessary for you to have access to the Platform, and you are alsoresponsible for ensuring that all persons who access the Platform through yourinternet connection are aware of these terms, and that they comply with it.
Paranimo does not guarantee that the Platform is free frombugs or viruses and you should install and maintain your own virus protectionsoftware. Paranimo may decide to exclude some of the above restrictions if aUser has entered a separate agreement with Paranimo to access the Platform toassess the security of the platform.
Data Protection
All parties must comply with all applicable requirements ofthe Data Protection Legislation. This is in addition to, and does not relieve,remove or replace, a party’s obligations or rights under the Data ProtectionLegislation.
All parties acknowledge that for the purposes of the DataProtection Legislation, that Paranimo is a Controller. The parties shall agreeas required: the scope, nature and purpose of processing by Paranimo, theduration of the processing and the types of personal data and categories ofdata subject. This information shall be included in Paranimo’s PrivacyPolicy.
All Users will ensure that they have all necessaryappropriate consents and notices in place to enable lawful transfer of thepersonal data to Paranimo for the duration and purposes of these Terms.
The User consents to Paranimo appointing third partyprocessors of Personal Data under this agreement, insofar as required, providedthat the third-party processors are subject to reasonable and sufficientconfidentiality provisions and that any third party processor uses industrystandard data protection software and policies in accordance with allapplicable laws.
Any personal information you provide through the Platformfrom which you can be identified is stored securely and confidentially, and isprocessed fairly and lawfully in accordance with Our Privacy Policy and CookiePolicy. This is available on Our website, here: https://www.paranimo.co.uk/pages/privacy-policydata processing agreement.
Confidentiality
For the purposes of this clause, “Confidential Information”means: all non-public, confidential or proprietary information of a party(including non-public, confidential or proprietary information of third partiesin the party’s possession) disclosed orally or in tangible form by one party tothe other party.
All parties undertake that it shall not at any time discloseto any person any Confidential Information concerning the business, affairs,customers, clients or suppliers of any other party.
For clarity, Confidential Information does not includeinformation that: (a) at the time of disclosure is generally available to andknown by the public, other than as a direct or indirect result of any violationof these Terms; (b) was known by or in the possession of the other party at thetime of disclosure; (c) was or is independently developed by the other party,or (d) was received in good faith by the other party from a third party who is,and was at the time, not subject to a duty or obligation of confidentialitywith respect to the Confidential Information.
Either party may disclose the other party’s ConfidentialInformation:
to its employees, officers, representatives or advisers,service providers and contractors, who need to know such information for thepurposes of exercising the party’s rights or carrying out its obligations underor in connection with these Times. Each party shall ensure that its employees,officers, representatives or advisers to whom it discloses the other party’sconfidential information comply with these Terms; and
as may be required by law, a court of competent jurisdictionor any governmental or regulatory authority (the “governmental authorities”) ;provided that the party disclose only the information requested by thegovernmental authorities and if permissible by law provide the other party withprompt notice of the pending disclosure. The party whose information is beingdisclosed may, at their sole expense, choose to take appropriate action toprevent the disclosure with reasonable assistance from the other party.
No party shall use any other party’s ConfidentialInformation for any purpose other than to exercise its rights and perform itsobligations under or in connection with these Terms.
At termination of these Terms, the parties may request thatthe other party return or destroy their Confidential Information and any copiesthereof. However, each party may retain such Confidential Information to theextent it is contained in deleted emails and electronic documents which arearchived by or on behalf of the receiving party consistent with the receivingparty’s standard archival processes but which, in the ordinary course ofoperations are not accessible by the individuals who created or received suchemails or documents.
Liability
The Platform is provided on an “as is” and “as available”basis and to the fullest extent permissible by law we do not guarantee that thePlatform will meet particular requirements, or be available, accessible,uninterrupted, timely, secure or operate without error, or that it will be freefrom viruses, worms, trojans, time-bombs, keystroke loggers, spyware, adware orany other harmful elements, code, or programs. We recommend that you protectyour equipment by having appropriate anti-virus software in place.
Where the Platform contains links to other sites andresources provided by third parties, these links are provided for yourinformation only. We have no control over the contents of those sites orresources so We assume no responsibility for the content of such sites. Suchlinks should not be interpreted as endorsement by Us of those linked platforms.We will not be liable for any loss or damage that may arise from your use ofthem.
To the fullest extent permitted by law, We exclude allconditions, warranties, representations or other terms which may apply to thePlatform or any content on it, whether express or implied. We will not beliable to any User for any loss or damage, whether in contract, tort (includingnegligence), breach of statutory duty, or otherwise, even if foreseeable,arising under or in connection with use of, or inability to use, the Platform;or use of or reliance on any content displayed on the Platform. In particular,we will not be liable for:
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
We will also not be liable for:
any injury or damage caused by your failure to inform yourTherapist of any health condition (whether Mental Health or physical health),or injury, or your failure to undertake therapy safely or your failure to actin accordance with any reasonable requests or instructions from your Therapist;or
any actions or omissions of Therapists.
Nothing in these Terms is intended to exclude or limit anyliability that cannot be excluded or limited by law. To the extent We have anyliability to you, this shall be limited at a maximum amount per claim of ONETHOUSAND POUNDS (£1000).
Paranimo cannot guarantee any increase in business,practice, reputation, or income through using the Services. The oversight ofyour business or practice; safeguarding of reputation; your professionalconduct; your provision of services; and management of your customerrelationships remains solely your own responsibility and you agree to promptlyrespond (in a professional manner) to any Customer complaints or issues that wenotify you of from time to time.
Paranimo cannot guarantee that the Platform or Services willbe available continuously. By agreeing to use the Platform, you agree there maybe interruptions due to maintenance or other events beyond our control. We may,on occasion, add to, update, or remove part of the Platform (and its contents)as we deem appropriate, without any liability to you.
Users should make their own assessment about prospectiveTherapists. If the details provided on the Therapist’s public profile do notconvince you of their credentials, quality, qualifications, experience,expertise, or any other metric you wish to use when deciding how appropriate aprospective Therapist is, then you can find another Therapist you are morecomfortable with. Paranimo does not endorse or approve any particular Therapistor therapeutic approach. Paranimo Therapist profiles are designed to give EndUsers information to allow a personal, subjective decision to be made by eachEnd User.
The content presented by End Users and Therapists is theirown responsibility. Paranimo is not responsible for any errors or omissionsincluded by Users of the Platform. Therapists should use their professionalopinion and experience to assess whether the information displayed by an EndUser in their profile page is accurate. Paranimo makes no guarantee, and is notresponsible or liable for, End Users presenting inaccurate information on theirprofile pages.
Except where expressly set out in these Terms, and to themaximum extent permitted by law, We exclude all conditions, warranties,representations or other terms which may apply to the Platform or Service orany content within it, whether expressed or implied by common law or otherwise.
No advice or information, whether oral or written, obtainedby you from the Service shall create any warranty not expressly made herein.
Paranimo in no event shall be responsible or liablefor any failure or delay in the performance of its obligations hereunderarising out of or caused by, directly or indirectly, forces beyond its control,to the extent caused by a condition (including, without limitation accidents,nuclear or natural catastrophes or acts of God, acts of war or terrorism,riot, labor condition, governmental action, and Internet disturbance, civil ormilitary disturbances, ) that was beyond the Paranimo ‘s reasonable control.
Complaints and reporting
If you have any complaints against either Paranimo or a Userof the Platform, please contact Paranimo support at support@paranimo.co.uk.
Paranimo shall own all rights, titles and interest in and toany suggestions, requests or recommendations for improvements or enhancement tothe Services or other feedback that Users may propose or make during the termof these Terms, or which Users and Paranimo may jointly make during the term ofthese Terms (collectively, “Feedback”). Users hereby irrevocably: (i) assignsall rights, titles and interest in and to the Feedback to Paranimo; and (ii)waives in favour of Paranimo, its successors and assigns any and all moralrights that users has or may have in the Feedback and agrees to provideParanimo such assistance as it may require to document, perfect, and maintainParanimo’s rights to the Feedback.
Dispute resolution
Between Users
Paranimo is not responsible for resolving disputes betweenUsers except where the dispute arises within the scope of these Terms.
Where an End User has a concern or a complaint about aTherapist, in the first instance they should raise the nature of their concernor complaint directly with their Therapist wherever possible to give theTherapist the opportunity to respond and work with them to resolve the concernor complaint.
If an End User’s concern or complaint remains unresolved,they may wish to take the matter further and may contact the Therapist’sprofessional body. Most Therapist professional associations have ethicalframeworks to which Therapy members should adhere and also have complaintspolicies which are viewable.
If the dispute arises within the scope of these Terms and ifno satisfactory resolution can be found within these Terms, Paranimo may useits best endeavours to resolve the dispute. Paranimo may be required, in theevent of such disputes, to change any of these terms to include thecircumstances which created the dispute.
Between Users and Paranimo
We will attempt to resolve any disputes you have with us inconnection with these Terms amicably and both parties must use reasonableendeavours to avoid the need for court proceedings, mediation or arbitrationproceedings.
You must provide written notice to us of such dispute at theearliest opportunity but no later than fourteen (14) days after the source ofthe dispute, setting out its nature and particulars (which will be genuine andserved in good faith) (‘Dispute’) and the following Dispute ResolutionProcedure will be followed:
On you providing us with a notice of Dispute, the Customerservices team will work with you to attempt to resolve the Dispute throughdiscussion and reasonable co-operation;
Each party will have the right to nominate a third partyadvocate/advisor to assist them in reaching a resolution;
In the event that such Dispute remains unresolved within 30days of such Dispute notice it will be referred to a senior officer of eachparty (or the User in the case of an individual) to discuss and endeavour toresolve;
If the Dispute is still not resolved within a further 30days following referral to a senior officer, either party may exercise otherlegal rights or remedies available to it in accordance with these terms.
The commencement of the above Dispute Resolution Procedurewill not prevent Us, if We deem it reasonably necessary, from taking action toprotect the business in the meantime, including exercising any rights ofsuspension or termination of your account or subscription as described in theseTerms, nor will it restrict Us from taking action (including seeking injunctiverelief) or seeking other legal remedies we believe necessary to safeguard theParanimo IP, brand and/or goodwill.
General
If you are uncertain about or have any questions relating tothese Terms please email support@paranimo.co.uk.
We may transfer or assign the rights and obligations underthese Terms to another organisation. We will contact you to let you know if wedo so. Any transfer will not affect your rights under these Terms.
Unless we transfer or assign the rights and obligations toanother organisation, then these Terms only between you and us. This means noother person or organisation is a party to the agreement between us and they donot have any rights under the agreement.
You cannot transfer or assign any of your rights orobligations under these Terms to anyone else without first getting consent fromUs in writing.
If a court decides that any part of these Terms are invalidor unenforceable, such provision shall be severed and the remainder of theprovisions of these Terms will remain in full force and effect.
If there is ever any dispute between you and us, then itwill be resolved using the law of England and Wales.
If you are dissatisfied with the services and wish tocomplain you can review the complaints policy and should contact support at support@paranimo.co.uk
Any waiver of any right under these Terms is only effectiveif it is in writing and it applies only to the party to whom the waiver isaddressed and to the circumstances for which it is given. No failure toexercise or delay in exercising any right or remedy provided under these Termsor by law constitutes a waiver of such right or remedy, nor shall it prevent orrestrict any future exercise or enforcement of such right or remedy.
If you have a dispute with one or more Users, you releaseParanimo (and the officers, directors, agents, subsidiaries, joint ventures andemployees) from claims, demands and damages (actual and consequential) of everykind and nature, known and unknown, arising out of or in any way connected withsuch disputes, to the fullest extent permitted by law.
No agency, partnership, joint venture, employee-employer orfranchisor-franchisee relationship is intended or created by these Terms, andyou must not give the contrary impression to anybody.
These Terms (as amended from time to time), along with anydocument expressly referred to within them, constitutes the whole agreement andunderstanding of the parties and supersedes any previous arrangement,understanding or agreement between them relating to the subject matter of theseTerms.
ANNEX I THERAPISTS END USER LICENCE AGREEMENT
The following applies to Therapists using the Platform inaddition to the General End User Licence Agreement. Therapist have accessto the Therapists dashboard to set up their profile.
Usage as a Therapist
As a Therapist using the Platform, you agree:
You make all appropriate considerations around each of yourEnd Users specific needs of safeguarding.
Therapists must allow a free intro call for new End Users todecide if both parties are happy to continue the relationship.
All Therapists must use their real names.
That you are a member of a Professional Standard Authorityrecognised accreditation body.
That you are suitably qualified and experienced to offer theservices that you make available on the Platform.
That you hold current professional indemnity insuranceadequate for the level of services you provide and that this will bemaintained.
That you currently receive and will continue to receive anappropriate amount and level of supervision to support your End User work.
That you will decline work with any End User with whom youmay be matched if, upon receiving further information from the End User, youare not sufficiently experienced and competent to meet that End User’s needs.
That you will conduct your sessions with an appropriatelevel of skill, competency and professionalism.
That you will be prepared and present for booked sessions atthe agreed time.
That you will always conduct yourself in accordance withthese terms, at all times when conducting sessions on the Platform.
That you will give as much notice as possible if you need tocancel a session and attempt to reschedule bookings wherever possible.
That you will use your best endeavours to ensure thatParanimo will receive any appropriate refunds in accordance with these terms.
That you will assist an End User in finding a Therapist withmore expertise in any field or area of expertise if you believe you cannotprovide effective support, or support that would otherwise violate anyprofessional standards or these terms.
That you will not take any End User you gain through thePlatform off the Platform to continue providing services within 6 monthsfollowing your last engagement through the Platform.
That for any issue or factor you select in matching which isconsidered any form of protected characteristic or in any way requiresspecialist training, you confirm that you are appropriately qualified andexperienced to support End Users with these issues or factors.
Membership of a professional organisation is required toregister on the Platform. Where a Therapist is newly qualified and has yet tojoin any professional organisation, we recommend joining a society which isregistered with the Professional Standards Authority. These include theNational Counselling Society (https://nationalcounsellingsociety.org),The British Association for Counselling and Psychotherapy (https://www.bacp.co.uk), or the UK Councilfor Psychotherapy (https://www.psychotherapy.org.uk).
Therapists using the Platform are expected to maintain allexpected standards of confidentiality. Therapists agree to only breakconfidentiality in accordance with the professional code of ethics of theiraccreditation body, their professional discretion, or by law. If breaking ofconfidentiality is required, and Therapists, in their professional opinion,require Paranimo to assist in any way in breaking confidentiality, they shouldemail daniel.condliffe@paranimo.co.uk andexplain the situation with the minimum expression of confidential informationrequired to allow Paranimo to support the situation as needed. Paranimo willendeavour to support the End User and Therapist, in so far as is practicablewithin the law and professional ethics involved.
Therapists should make their experience clear on theirprofile pages, however, Paranimo is not responsible or liable for establishingthe evidence for these claims.
After completion of registration, you can create a profilepage. This profile page is designed to be publicly available and linkable byyou. Failure to include any evidence of qualifications, professionalassociation memberships, or other information that may increase an End User’sconfidence in your ability, may reduce the likelihood of an End User decidingto use your services. All information you provide to us for display on yourprofile page including; qualification, professional association membership,experience, biographical information, techniques, and demographic information,may be publicly viewable from your profile page.
Paranimo reserves the right to request evidence that youpossess appropriate insurance, and are a member of a professional standardorganisation. If Paranimo discovers that any Therapist is or has been using thePlatform without insurance or professional standard organisation membership,Paranimo reserves the right to immediately terminate your account withoutwritten notice and without liability. Paranimo reserves the right to refuseyour registration, or suspend or terminate your account altogether, if youunreasonably delay, or fail to respond to, an information request from us.
You should only share information about yourself on yourprofile page. Paranimo reserves the right to edit, suspend, or terminateaccounts where third party personal information is shared, or if any other ofthe terms are violated.
You must ensure that the information provided to Paranimo iscomplete and accurate. Any changes to your circumstances related to youreligibility to practise, including changes to insurance or membership ofprofessional standard organisations, must be updated within 5 working days. Ifany changes result in you no longer being a member of any professional standardorganisation or no longer possessing appropriate insurance then you are notpermitted to use the Platform and must join another professional standardorganisation and purchase appropriate insurance before doing any businessthrough Paranimo.
If a Therapist wishes to leave the Platform, they are freeto do so, however we reserve the right to take legal action for any costsincurred by Paranimo if a Therapist leaves the Platform with outstandingbookings. Therapists should remove their available working hours and attend allbooked sessions before leaving the Platform. By agreeing to these terms, youagree that in the event that you decide to temporarily reduce or stop yourprovision of Therapist services through the Platform, you will cancel bookingsand refund all End Users with existing bookings in accordance with thecancellation policy described herein.
Therapists are not able to select their own prices using thesessions funded by a Business Customer payment. The price is decided in advancebetween the connected organisation and Paranimo, set for each BusinessCustomer. By agreeing to access End Users through Paranimo, all Therapistsagree that your normal price will not be applied and instead you will receivethe scheme session price.
Paranimo makes no guarantee that End Users will booksessions with any Therapist.
Qualifications
We reserve the right to request a copy of any qualificationsto check validity of the qualification (although we are not required to verifyany qualifications). This will not be made publicly available. You agree that,should we request proof of qualification, you will send this without unduedelay.
Where any Therapist brings on their own counsellors they arerequired to collect evidence of qualifications, accreditation, insurance, andpersonal identification of anyone they onboard. Paranimo reserves the right toremove any Users onboarding for failing to show evidence of professionalcompetence or if, entirely at the discretion of Paranimo staff, any User isrude to Paranimo staff.
In the event that a Therapist does not possess anyqualification/training which they claim to possess, then we reserve the rightto terminate their account and report to relevant authorities, including thepolice, depending on the severity of fraud.
Therapists are encouraged, in so much as they are able withthe functionality provided at the time, to make public any relevant informationthat could be useful to End Users in establishing their relevant experience,expertise, qualifications, professional association memberships, specialisms,areas of focus, or areas of interest to allow each End User to make an informeddecision as to which Therapist to engage with.
Any therapist with appropriate training and accreditationwith the NCPS Child and Young Person Register can request access to clientsunder the age of 18 by contacting the NCPS.
Terms of Work
If any conflict between any of these Terms and anyTherapist’s terms of work emerges, these Terms will overrule any Therapist’sterms of work.
If a Therapist attempts to include a clause which would falloutside the scope stated here, including but not limited to, imposingadditional charges on End Users or requiring the End User to attend a certainnumber of sessions, Paranimo reserves the right to demand those clauses beremoved. If any Therapists fail to remove any such clause, following a requestfrom Paranimo, Paranimo reserves the right to terminate the Therapists accountwithout warning.
Any clause which attempts to obligate any End User to agreeto multiple sessions or repeat sessions is strictly prohibited. All engagementsthrough the Paranimo system are considered pay-as-you-go. End users exclusivelyhave the right to decide how many sessions they wish to have through theplatform.
Payments
Paranimo sets a minimum price to be paid to the Therapistsof FORTY POUNDS (£40) a session for Business Customer funded sessions.
The NCPS may change the minimum value if they feel it isnecessary to provide support to their customers.
All Therapist set session prices are VAT inclusive.
If a Therapist is VAT registered they must account for VATcosts within their set price and notify Paranimo as soon as reasonablypossible. Paranimo acts as an agent and Therapists as principles in relation toVAT.
Paranimo uses the payment gateway provider Stripe to processpayments. By placing a booking, an End User enters an agreement with aTherapist to take up a time slot within the Therapists’ working hours and beprovided with Mental Health support services from that specific Therapist.Paranimo facilitates this booking and delivery of the Therapists servicethrough online video call. To receive payment through Stripe, users must agreeto a separate agreement with Stripe which is outside any agreement made withParanimo.
The price paid is the price set by the Therapist. Therapistsare acting as principals in these transactions, and Paranimo as agent. When abooking is made, this price is paid and processed by Stripe. Paranimo receivescommission from this payment of twelve point five percent (12.5%). Within thistwelve point five percent (12.5%) commission a twenty percent (20%) VAT isextracted. Separate to the commission is a one point four percent (1.4%) Stripecommission fee, and a 20p charge by Stripe.
Payment will be processed through the platform with paymenttaken immediately following the entering of payment information.
Content Licence
When a User, acting as a Therapist, provides content toParanimo or upload content to the platform, you grant Paranimo a non-exclusive,worldwide, perpetual, irrevocable, royalty-free, sub-licensable (throughmultiple tiers) right to exercise the copyright, publicity, and database rights(but no other rights) you have in the content, in any media known now or in thefuture. (We need these rights to host and display your content).
Therapist profiles may also be used for marketing purposes.
Under 18s Policy
If a Therapist signs up through the National Counselling andPsychotherapy Society and is a member of the Child and Young Person Registerthey may be included in searches by End Users under the age of 18.
Anyone doing so guarantees they have the appropriatetraining and skill to work with under 18s and accepts full responsibility andliability for delivering support to under 18s.
ANNEX II(a) BUSINESS CUSTOMER ADMINISTRATORS – END USERLICENCE AGREEMENT
The following applies to Business Customer Administratorsusing the Platform in addition to the General End User LicenceAgreement.
Business Customer Administrators have access to an adminportal which enables them to run schemes and white labelled partner portals.The access to these features is only for administrators of Business Customer.
Platform usage
The Business Customer Administrator has the right to add newmembers to their scheme through the Administration portal, pursuant toobtaining the appropriate consent of Paranimo.
If at any time the Business Customer Administrator wishes tochange or completely remove funding from their scheme, they may do so throughthe Platform. Any sessions which are already purchased cannot be withdrawn.
The Business Customer is responsible for validating theidentity of all Users of this service and agrees that Paranimo are notresponsible or liable for any losses incurred by the Business Customer due toproviding services to anyone meeting the agreed method. Anyone acting as an EndUser will be assumed as correctly added and allowed to use the Services throughthe relevant scheme with the Business Customer Administrator’s knowledge.
Access to schemes is controlled through the partner Portaland usage is at the discretion of the Business Customer Administrator.
If you would like to have information removed and you areunable to do so through the partner Portal functionality, please contactsupport@paranimo.co.uk or call 0333 090 1772.
By creating and/or using the Paranimo partner Portal, youagree that you have the right and authority to administer a scheme as arepresentative of a Business Customer.
The Business Customer Administrator shall send a paymentlink to a representative for any client business who must add card detailsbefore a scheme can be used.
The payment links for partner Portal schemes using BusinessCustomer funded sessions are sent via email to Stripe checkout. The cardinformation saved will be used for metered usage payments every calendar month.It is the responsibility of the Business Customer Administrator to talk Usersthrough the set up process and enter the email of the appropriate contact toenter payment information.
The Business Customer accepts that if it fails to detectillegitimate usage of their scheme, Paranimo is under no obligation to refundany sessions but may decide, at Paranimo’s sole discretion, to process a refundif the session has not taken place and the payment has not completedprocessing.
Links shared for joining schemes must be only shared withintended scheme members. Only Business Customer Administrators have access tosign up links and Paranimo is not responsible for ensuring the legitimacy ofnew Users once the sign up link is being shared. The list of scheme members isvisible within the relevant scheme page. Contact support if any new Users seemsuspicious and we may help to remedy the situation but any action is entirelyat Paranimo discretion.
Onboarding of counsellors or wellbeing professionals.
Any organisation who is onboarding wellbeing professionalsonto the Portal must do so through the relevant partner Portal.
The tools within the partner Portal allow uploading ofqualifications, insurance documentations, accreditation evidence and IDs. Otherdocument uploads can be added but will require customisation of the Platformand should be negotiated with Paranimo.
Any wellbeing professional onboarded to the Platform througha Business Customer’s partner Portal will be associated with that BusinessCustomer and the Business Customer guarantees the accuracy of the informationprovided.
Paranimo reserves the right to keep and audit anyinformation regarding wellbeing professionals brought onto the Platform.
If false information is provided to Paranimo the BusinessCustomer who onboarded the wellbeing professional accepts full responsibility.
Paranimo reserves the right to remove any wellbeingprofessional at any time.
Paranimo reserves the right to remove any Business Customerthat has failed in their due diligence in adding new wellbeing professionals tothe Portal.
Any wellbeing professionals added to the Portal can besearched and booked with by any End Users of Paranimo, to as much or littleextent as the wellbeing professional wishes.
Any extra matching filters will require bespokecustomisation on the enterprise tier within the relevant partner Portal.
Any addition of new wellbeing providers is only available onthe enterprise tier within the relevant partner Portal.
Any further filters a partner wishes to apply to theirwellbeing professionals will require customisation and negotiation withParanimo.
Applying the filter will be entirely the responsibility ofthe partner should any filter be added.
ANNEX II(b) Software as a Service (SaaS) AgreementService Description
Paranimo is an online system allowing businesses andorganisations to provide counselling through a white labelled version of theParanimo system.
Paranimo system includes functionality which allowscompanies and organisations to purchase mental health support for theirmembers, employees, or anyone else they wish to support, to white label theplatform, and resell subscriptions to the Platform.
These Business Customers manage a set of usage conditionswhich are applied to their members. Members can then use services provided byParanimo through either the system functionality or through the BusinessCustomer’s funding usage, or both.
Any Business Customer using a white labelled version of thePlatform will have access to branding control options of the relevant partnerPortal. These settings will allow the Business Customer to set cosmetic changesto the Platform styling.
Any custom changes to the Platform will require a separateagreement and additional cost to implement those changes.
Business Customers may use their access to theadministration section of the Platform to manage the membership of their schemeusers.
The access to Platform will be on a rolling contract unlesscancelled by either the Business Customer or Paranimo with thirty (30) days’notice.
Scope
Paranimo shall maintain the Platform and Business Customersupport in accordance with the Platform Terms. The Business Customer acceptsthat Paranimo has the right to police usage of the Platform in accordance withthese Terms.
Any Business Customer will be restricted to access tofeatures based on Paranimo’s current pricing tiers and features split. Paranimoreserves the right to alter these tiers at any time.
Price
The price will be agreed when joining the Platform, based onParanimo’s pricing structure at the time, and Business Customers will berequired to enter card information in Stripe to create a subscription to coverpayments.
If the Business Customer fails to make any payment due toParanimo by the due date for payment, then, without limiting Paranimo’s otherremedies under this agreement:
Paranimo may charge interest on the overdue sum from the duedate until payment of the overdue sum, whether before or after judgement.Interest under this clause will accrue each day at 4% per annum above the Bankof England's base rate from time to time from the due date until payment; and
Paranimo may suspend all Services until payment has beenmade in full.
All sums due under these Terms from the Business Customer toParanimo shall be paid in full without any set-off, counterclaim, deduction orwithholding (other than any deduction or withholding of tax that might fromtime to time be required by law).
Revenue Share
Where any revenue share has been agreed, Paranimo will payout any monies owed in arrears at the start of each calendar month.
Revenue shares will only be paid once the payment has beenreceived by Paranimo.
All revenue shares on End User sessions will be inclusive ofVAT charged for the commission for the session and minus any Stripe fees.
Revenue shares of session commission are considered entirelyseparate from subscriptions that Business Customers may charge their customersfor access.
Invoices
Paranimo will pay invoice all Business Customers throughStripe for subscriptions.
All sessions purchases are made with the understanding thatParanimo is acting as Agent and Therapist “principles” in relation to VAT.
Onboarding
Paranimo and Business Customer will arrange an onboardingmeeting to create a scheme, subscription, and the Customer administrationaccounts.
Duration
Business Customers agree to a rolling monthly contract.Longer term contracts can be agreed by separate written agreement.
User obligations
An administrator or manager for a Business Customer cancontrol the branding, schemes, allocation and distribution of sessions withinthe partner Portal.
The adding of new members to a scheme is at the discretionof the scheme Administrator and can be done through the Admin Panel.
Administrators are responsible for distributing any sign uplinks to their members. Paranimo accepts no responsibility for which End Usersare added to schemes by administrators.
Paranimo will allow any member of a scheme to access mentalhealth support through the Portal for as long as the Business Customer has anactive, funded scheme with users granted access to the scheme.
Termination
Either party may terminate the agreement constituted bythese Terms and with immediate effect by giving notice to the other party ifthe other party:
commits a material breach of this Agreement and, if thebreach is capable of being remedied, fails to remedy it within 30 days afterreceipt of a written notice specifying the breach and requiring it to beremedied;
fails to pay any sum payable by it under this Agreementwithin 7 days of the due date for payment;
is unable to pay its debts within the meaning of Section 123of the Insolvency Act 1986 or otherwise becomes insolvent or suspends makingpayments to all or any class of its creditors or announces an intention to doso;
any distress, diligence, execution, attachment or otherlegal process affects the whole or a material part of its assets and is notdischarged within 14 Business Days;
a receiver or similar officer is appointed over the whole orany part of its assets or it requests any person to appoint such a receiver orsimilar officer or any other steps are taken to enforce any security over anyof its property;
any order is made or resolution is passed or a petition ispresented or application is made or notice filed or other steps are taken inany jurisdiction for:
the winding up, dissolution or liquidation of it (other thana winding up petition that is vexatious or frivolous and is discharged within10 Business Days of issue); or
the making of an administration order against it or there isgiven to any person a notice (whether formal or informal) of an intention toappoint an administrator or any such appointment is made in relation to it.
any proposal is made for a voluntary arrangement orcomposition with its creditors;
the other party suspends or ceases, or threatens to suspendor cease, carrying on all or a substantial part of its business; and/or
there is a change of control of the other party (within themeaning of section 1124 of the Corporation Tax Act 2010).
Paranimo may terminate the agreement constituted by theseTerms if any Business Customer is rude or abusive to Paranimo staff or if aBusiness Customer fails to cooperate with Paranimo in such a way as tosignificantly disrupt provision of the Services.
Other than as set out in these Terms, neither party shallhave any further obligation to the other under these Terms after itstermination.
On termination of the agreement constituted by these Termsfor any reason, the Business Customer shall immediately pay any outstandingunpaid invoices and interest due to Paranimo. Paranimo shall submit invoicesfor any Services that it has supplied, but for which no invoice has beensubmitted, and the Business Customer shall pay these invoices immediately onreceipt.
Termination or expiry of this Agreement shall not affect anyrights or obligations of the parties that have accrued up to the date oftermination or expiry.
If a Customer subscribes to access to the Platform andwishes to end the agreement constituted by these Terms, that Business Customercan provide written notice 30 days in advance to terminate.
All client businesses, service integrators, and Affiliateswho use the Portal through any terminating Business Customer will be retainedby Paranimo and may keep their access to the Portal though some schemes mayneed to be edited to reflect the departing business no longer paying.
Service Level Agreement (SLA)
All Business Customers will be covered by the service levelagreement in the next session. This is a Service Level Agreement (SLA) betweensubscription paying Business Customers and Paranimo.
Service Scope
The following Services are covered by this section of theseTerms:
Monitored telephone support
Monitored email support
Monitored Webchat
Platform uptime
A Business Customer using the professional tier subscriptionwill have access to an account manager. The work of the account manager will begoverned by the same rules described in this Service Level Agreement.
Business Customer Requirements
Business Customer responsibilities and/or requirements insupport of this SLA include:
Payment for any subscription or bookings costs at the agreedintervals and rates.
Reasonable availability and information provided by theBusiness Customer when resolving a service related incident or request.
Priority of response shall be dependent upon the severity ofthe effect to core functionality and defined as follows:
P1: Critical fault that prevents users from accessing corefunctionality.
P2: All non critical support.
Paranimo Requirements
Paranimo responsibilities and/or requirements in support ofthis Agreement include:
Meeting response times associated with service.
Maintaining accessibility of the Platform.
Service Availability
Coverage parameters specific to the service(s) covered inthis SLA are as follows:
Telephone support : 9:00 A.M. to 5:00 P.M. UK time, Monday -Friday.
Calls received out of office hours will be forwarded to amobile phone and may be answered / actioned outside of business hours. This isentirely at the discretion of Paranimo staff.
Email support: Monitored 9:00 A.M. to 5:00 P.M. Monday -Friday.
Out of office hours will be forwarded to a mobile phone andmay be answered / actioned outside of business hours. This is entirely at thediscretion of Paranimo staff.
Webchat support: Monitored 9:00 A.M. to 5:00 P.M. Monday -Friday.
Out of office hours will be forwarded to a mobile phone andmay be answered / actioned outside of business hours. This is entirely at thediscretion of Paranimo staff.
Response Time
Paranimo will use reasonable endeavours to respond tomessages within 3 business hours.
Unavailability
Paranimo’s Service Level objective is to aim for 99.9%availability of the platform, however, this is a goal and the Paranimo does notguarantee this availability.
Business Customers accept that services provided by thirdparties and incorporated into the software powering the Platform may experiencetechnical difficulties outside of the control of the Paranimo.
Where Paranimo fails to comply with any service level, asdetailed in this Agreement, the Customer's sole and exclusive remedy shall beParanimo treating the issue as a P1 (Customer Requirements 3.1.3.1) issue underthe Service Level Agreement, following the Customers notifying Paranimo of itsfailure to comply.
Fair Use Policy
If any User adds a scheme or partner who, in Paranimo's solediscretion, uses a larger than average number of sessions or puts the Platformat a level of technical demand disproportionate to other Users, Paranimoreserve the right to alter pricing, and or payment tier, to account forincrease workload.
Limitation of Liability
Paranimo bears no responsibility for the services providedby, or conducted by, third party Therapist users on the Platform. Anyunprofessional behaviour or wrongdoing should be reported to Paranimo who willinvestigate in accordance with the complaints procedure and with our partnersand The NationalCounselling and Psychotherapy Society, an accreditation body forcounsellors.
Confidentiality
Personal information: Before using any administration portalto add any new Users to a scheme, you agree that you have obtained appropriateconsent from the personal information owner and are acting in accordance withall rights granted under any applicable laws, regulatory requirements andcontractual obligations.
Financial Terms
Usage within pricing tiers
Paranimo reserves the right, from time to time, to alter thepricing tiers in any way.
For clarity, changes will include are not limited to:
Price;
Features and content included in the Tiers; and Name.
Tier usage restrictions apply for the usage of:
Schemes - defined as the collection of End Users and thepayment rules which apply to those users as is created through the Platform.
Partner portals - defined as the administrative portal whichallows the creation of schemes, white label management, booking and sessionadmin, and wellbeing professional onboarding.
The Start Up Tier (Tier 1) includes the creation of up to 10schemes. Any further schemes will require a subscription on the ProfessionalTier (Tier 2).
The Professional Tier includes unlimited schemes and 5Partner portals.
Further Partner Portals are sold in batches of 5 for £100.
Paranimo will provide access to an account manager andmonthly meetings for Professional and Enterprise Tier Customers.
Enterprise Tier includes the right to onboard new wellbeingprofessionals and any customisations of the existing process.
Paranimo reserves the right to change its pricing with amonth's notice.
Refunds
If a member of a scheme books a session and then is entitledto a refund due to the therapist not attending please contact Paranimo byemailing support@paranimo.co.uk.
If a member of your scheme cannot connect to a call fortechnical or internet connection reasons, they should contact supportimmediately at support@paranimo.co.uk.We will work to find a fix or an alternative communication form for thesession.
Cancellations
Sessions are reschedulable but cannot be cancelled unlessall parties agree and the cancellation is made.
Agreement
If an agreement between a Business Customer and Paranimoends, or is cancelled, or the Business Customer Administrator removes allaccess to funding from the scheme, the members of that scheme will no longer beable to use that Scheme.
The members will still be able to use the Portaltransactions to receive mental health support, pursuant to these Terms, andwill be able to attend sessions already purchased. If any Business Customercancels or suspends their usage or funding while any fees are outstanding,Paranimo will charge for any remaining sessions purchased before thecancellation or withdrawal of funds took effect.
If a member of a scheme is displeased with the servicesdelivered by the Therapist, they may make future bookings with a differentTherapist but the booking cannot be replaced.
Results of Cancellation
If the agreement between a Business Customer and Paranimoends or is cancelled, the members of the scheme will no longer have access tothe Business Customer's scheme funding. No further session purchases will beavailable by the members. The End User will still be able to use the Portaltransactions to receive mental health support, pursuant to the existing Termsand Policies.
Marketing support
As part of Paranimo’s Customer support process, all BusinessCustomers will have access to the Marketing Portal. This contains advice,information, resources, and templates to help sell the Platform.
All content provided through the Marketing Portal is basedon what Paranimo has found success with but Paranimo makes no guarantees thatthe content will result in successful sales. All content should be customisedand tested by each Business Customer and Paranimo accepts no responsibility forthe success or failure of any businesses use of the Platform.
Intellectual Property
Paranimo grants the Business Customer, or shall procure thedirect grant to the Business Customer of, a non-exclusive, royalty-free licenceto use Paranimo’s intellectual property for the purpose of receiving and usingthe Services and the deliverables in the Business Customer's business duringany term governed by these Terms.
The Business Customer grants Paranimo, or shall procure thedirect grant to Paranimo of, a non-exclusive, royalty-free licence to use theBusiness Customer’s materials required for the purpose of providing theServices and the deliverables during the term of the agreement constituted bythese Terms.
On the expiry or earlier termination of this agreement thelicences referred to in this clause 15 will immediately cease and each partyshall return to the owning party any and all physical embodiments (includingcopies) of those intellectual property that are in its possession or control.
The Business Customer grants Paranimo a royalty free licenceto use the Business Customers logo and name for use in promotional material,including but not limited to a description of the outcome of this agreement asa case study and marketing material.
Where any logo is uploaded as part of branding the platform,the Business Customer and any of its nominated licensors, shall retainownership of intellectual property and do not transfer any interest whatsoeverin those intellectual property.
ANNEX III - Software Reseller and Licence Agreement
Grant of License
Paranimo appoints any Business Customers using theProfessional Tier subscription or Enterprise Tier (for the purposes of thisAnnex a “Reseller”) a non‑exclusive Licence for the resale of the Platform andits Services.
Paranimo is the owner or the licensee of all intellectualproperty rights in the Platform, and in the material published on it. Thoseworks are protected by copyright laws and treaties around the world. All suchrights are reserved.
If you wish to reproduce or use information from thePlatform beyond the Terms of this licence, please contact us to request expressconsent. You can do this by addressing your request to support@paranimo.co.uk.
The Resller shall not:
pledge Paranimo's credit; or
give any condition or warranty on Paranimo's behalf; or
make any representation on Paranimo's behalf; or
commit the Paranimo to any contracts; or
assign or dispose of any agreement without the Paranimo'sexpress consent; or
otherwise incur any liability for or on behalf of Paranimo.
Supply of Services
Paranimo shall not be obliged to continue the upkeep of allor any of the Platform or its functions, and shall be entitled to alter thespecification of the Platform as it may think fit.
The Resller shall provide Paranimo with any informationnecessary to enable it to fulfil orders and to comply with all labelling,marketing and other applicable legal requirements.
The Reseller shall obtain any necessary import licences,certificates of origin or other requisite documents, and pay all customs dutiesand taxes for use and resale of the Services.
These conditions from time to time shall apply to all salesof Platform access under these Terms.
Price and payment
The Reseller will pay the fee set out and agreed during thesales process, comprising:
The subscription tier price; or
Enterprise Tier pricing set out based on customerrequirements.
All prices are subject to change at Paranimo’s solediscretion with one month notice of change or at the point of renewing aseparate fixed term engagement.
If the Reseller fails to pay the price agreed when due,Paranimo shall be entitled (without prejudice to any other right or remedy itmay have) to:
cancel or suspend any further access; and/or
charge the Reseller interest on the price at the rate of 4per cent per annum above the Bank of England base rate in force from time totime, from the date the payment became due until actual payment is made.
All prices are exclusive of VAT.
The Reseller is solely responsible for payment of all taxes,charges, levies, assessments and other fees of any kind imposed by governmentalor other authority in respect of the purchase, sale, importation, lease orother distribution of the Services.
Reseller Obligations
Reseller will use its best endeavours to:
promote the distribution and sale of the Platform;
comply with all legal requirements from time to time inforce relating to the support and sale of Platform access;
not, without the Paranimo’s prior written consent, make anypromises or guarantees about the Services beyond those contained in thepromotional material supplied by the Paranimo;
inform Paranimo immediately of any changes in ownership orcontrol of the Reseller, and of any change in its organisation or method ofdoing business that might be expected to affect the performance of theReseller’s duties in this agreement;
comply with Data Protection Legislation, including inrelation to the collection and storage of any personal data from customers andpotential customers, its transfer to the Paranimo and any consents required forits use by the Reseller or Paranimo in marketing.
The Reseller must not:
use the Platform to carry out, promote or support: (i)any unlawful or fraudulent activities; the impersonation of another person orentity, or the misrepresentation of an affiliation with a person or entity in amanner that does or is intended to mislead, confuse or deceive others; (ii)activities that are defamatory, libelous or threatening, constitute hatespeech, harassment, or stalking; (ii) the publishing or posting of otherpeople’s private or personal information without their express authorisationand permission; (iv) the sending of unsolicited communications, promotionsadvertisements, or spam; (v) the publishing of or linking to malicious contentintended to damage or disrupt another User’s browser or computer; or (vi) thepromotion or advertisement of products or services other than your own withoutappropriate authorisation; or
(i) use the Service to cause nuisance, annoyance, orinconvenience; (ii) impair the proper operation of the network; (iii) try toharm the Service, in any way whatsoever; or (iv) copy or distribute thesoftware or other content without prior written permission from Paranimo.
Indemnification
Indemnification by the Reseller
The Reseller shall indemnify, defend, and hold harmlessParanimo and its affiliates, officers, agents, and employees from and againstany claims, damages, liabilities, losses, settlements, costs, and expenses(including, but not limited to, reasonable attorneys' fees and costs) arisingout of or related to:
the Reseller's breach of any term or condition of thisAgreement, including but not limited to, the warranties and representationsmade herein;
the Reseller's unauthorised use of the Paranimo Platform orservices
Any violation of applicable laws or regulations by theReseller;
Any claims brought by third parties as a result of theReseller's actions or omissions in connection with the sale, marketing, ordistribution of the services provided under the agreement governed by theseTerms.
Indemnification by the Paranimo
Paranimo shall indemnify, defend, and hold harmless theReseller and its affiliates, officers, agents, and employees from and againstany claims, damages, liabilities, losses, settlements, costs, and expenses(including, but not limited to, reasonable attorneys' fees and costs) arisingout of or related to:
Paranimo's violation of any applicable laws or regulations;
Any claims brought by third parties as a result ofParanimo's provision of services, except to the extent such claims arise fromthe Reseller's breach of this agreement or wrongful acts or omissions.
Procedure
In the event of a potential indemnity obligation under thissection, the indemnified party shall:
Promptly notify the indemnifying party in writing of theclaim;
Give the indemnifying party sole control of the defence andsettlement of the claim (provided that the indemnifying party may not settleany claim unless it unconditionally releases the indemnified party of allliability);
Provide the indemnifying party with all assistance,information, and authority reasonably required for the defence and settlementof the claim.
Limitations
The indemnification obligations under this section shall notapply to the extent that any claim is attributable to the negligence, willfulmisconduct, or breach of this agreement by the indemnified party.
Duration
The agreement lasts from the date of the start of thesubscription starting until the agreement is terminated by either party inaccordance with these Terms.
Any businesses introduced to the Platform by any Resellercan continue to access the Platform if the Reseller ends their agreement withParanimo.
Anti-bribery
The Reseller shall:
comply with all applicable laws and regulations relating toanti-bribery and anti-corruption including but not limited to the Bribery Act2010;
maintain during the period of this agreement its ownpolicies and procedures, including adequate procedures under the Bribery Act2010, to ensure compliance with this Clause 7, and will enforce them whereappropriate;
promptly report to Paranimo any request or demand for anyundue financial or other advantage of any kind received by the Reseller inconnection with the performance of this agreement;
provide such evidence of compliance as the Reseller mayreasonably request.
The Reseller shall ensure that anyone involved with it inperforming services or providing goods in relation to this agreement is subjectto a written agreement which imposes on them substantially the same terms asthose imposed on the Reseller in this Clause 7. The Reseller shall beresponsible for the compliance by such persons with such terms, and shall bedirectly liable to Paranimo for any breach by such persons of any of them.
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