Please read these term and conditions (“Terms”) carefully before using the services offered by Paranimo Limited (“Paranimo”, “We” “Us” or “Our”). These Terms apply to your use of the services provided by Paranimo (“Services”). If you do not agree to these Terms, please do not use or continue using the Services. You agree that you have read, understood and agree to be bound by these Terms.
Paranimo is a company incorporated in England and Wales under registration number 11992617. Our registered office is located at 28 Salisbury Road, Farnborough, England, GU14 7AL. These Terms constitute a legally binding agreement between the User or Users and Paranimo.
Paranimo is a technology company and creators of “branded counselling networks”, a new approach to providing access to mental health support through a decentralised network system. Paranimo serves solely as a third-party system and does not provide counselling or medical services. Paranimo holds no responsibility for the outcome, results, or effectiveness of any End User's engagement with a Therapist's services.
We may amend these Terms from time to time. Such amendments will be effective once they are posted on www.paranimo.co.uk or mentalwellbeing.support and will apply to your use of the Services. We therefore encourage you to regularly review the Terms. Your continued use of the Service after any such amendments, whether or not reviewed by You, will constitute your agreement to be bound by such amendments.
To access this Service, you must be at least eighteen (18) years old, unless you are accessing the Service through an approved organisation that provides support to individuals under the age of eighteen (18).
If you are in danger, need emergency help or are considering actions that could harm yourself or others you should dial 999, go to Accident and Emergency, speak to your GP, or contact the NHS 111 service. Our Services should not be used in emergencies. If you are suicidal or considering harming yourself 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 a Therapist before, during the course of, or after a therapy session, is not a substitute for examination by a medical doctor or a licensed qualified professional.
"Business Customer” means any businesses, charities or any other organisations working with Paranimo or obtaining Services from Paranimo;
“End User” means the recipient of the Services provided through the Platform;
“User” or “Users” means any third party that accesses the Platform and is not either (i) employed by Paranimo and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Paranimo and accessing the Platform in connection with the provision of such Services;
“Platform” means the online platform operated by Paranimo through which the Services are provided;
“Therapist” means a qualified and licensed professional engaged in the practice of providing therapeutic services, including but not limited to psychological counselling, psychotherapy, and mental health support and which provides their Services via the Platform.
Services are provided to both corporate entities and individual users. The term “User” applies to all the following categories: (i) End User; (ii) Business Customer Administrator End User; (iii) Business Customer Software Reseller; (iv) Therapist End User; and (v) Business Customers.
Users will have access to specific features within the Platform based on their respective categories. However, the rules and regulations set out in the General End User Licence Agreement section apply to all Users and subsequent appendices will apply to those Users accessing other functions of the Platform as follows: (i) Therapist End User Licence Agreement (as set out in Annex I); Business Administrator End User Licence Agreement (as set 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 and Licence Agreement (as set out in Annex III).
The following terms apply to all Users.
Our Platform aims to allow for End Users to match to Therapists who offer Mental Health support. It also operates for Therapists to accept a match from an End User to provide mental health support services and offers other services including, but not limited to booking and schedule management, payment processing, and video calls.
Paranimo facilitate payments for sessions which can either be self funded by End Users or by businesses on behalf of End Users.
Techniques for providing mental health support are varied and opinion on effective outcomes is subjective. The efficacy of techniques and/or individual practitioners is similarly subjective. Paranimo is not endorsing or in any way expressing confidence in Therapists or therapeutic techniques/approaches used through the Paranimo system in addressing any given user’s mental health needs. Paranimo is agnostic in relation to the effectiveness of any particular therapy, approach, or technique, and any agreement made regarding support or treatment is between the End User and their Therapist. Paranimo is not a party to such agreements and cannot monitor any communication within a video call session.
We allow separate agreements to be made between End Users and Therapists regarding content of therapy in a virtual therapy session. However, Therapists are not permitted, under any circumstances, to impose additional fees or the requirement for additional sessions on End Users, outside that stipulated on the platform. In the event of a conflict between these 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 not providing any mental health support. Paranimo is acting as a third party system only, and is not providing any counselling or medical services. Paranimo accepts no responsibility for the outcome, result, or effectiveness of any End User’s use of a Therapist’s services.
By using the Platform, you agree or confirm the following: (i) You are considered mentally cognisant; (ii) You will be bound by these terms; (iii) You are not breaching any agreements or contracts in place between you and any third party in respect of use of the Platform.
Whenever a User has any reason to interact with any Paranimo staff, the User agrees to do so in a respectful and polite manner. If any User is rude or aggressive to the staff, Paranimo reserves the right to terminate the User’s account immediately and without notice.
Individual Users may be acting in one or more of the following capacities:
End User – all users can access mental health support with further 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 three categories: (i) “Technology Partner”: this means businesses sell Platform access with the ability for those businesses to have their own branding on the Platform (ii) “Service Integrator”: this means businesses sell Platform access without the ability for those businesses to have their own branding on the Platform; or (iii) Client Business: this means any business that is provided access by either of the above types of business and is providing access to End Users.
Users must be using the Platform for themselves to access Services and not for any third party who is trying to access the Services. This is not meant to prohibit a third party from helping the account owner access the Platform.
All Users must be mentally cognisant and aged eighteen (18) years old or over unless accessing via an approved organisation providing support to under eighteen (18).
Unless reasonably required to perform a role of Administrator or multiple User types, Users must not: (i) create multiple accounts; 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) impersonate another person or knowingly allow anyone else to impersonate you.
You confirm that you are not agreeing to these Terms in reliance on any representation made by Us other than as expressly set out in these Terms. All descriptions and other information in the advertising and publicity materials are illustrations only and do not form part of these Terms. To the fullest extent legally permitted and except in relation to fraud or gross negligence, these Terms constitute the entire agreement between Paranimo and you, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Us and you relating to the Services, your registration or the use of the Platform, whether written or oral.
All Users agree that the Platform is providing functionality over the internet. We recommend using an internet connection with at least 5mbps (mbps = megabits per second). We also recommend having a good Wi-Fi signal when using a device with a wireless connection. Failure to follow these recommendations may result in the quality of your experience diminishing, resulting in problems including but not limited to video call quality issues or disconnection during the call. By agreeing to use the Platform, you accept that Paranimo cannot be held responsible for issues arising from your own internet connection 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 are ready to engage with your booked sessions;
if you have any concerns or doubts regarding your ability to cope with emotional demands for participation in the session, you will consult a doctor or any other mental health service you are currently engaged with;
you are not obliged to continue attending sessions that you are not comfortable with. You can stop your therapy at any time, however you may still be charged depending on the timing of cancellations;
that you will take all reasonable steps to ensure any session you must cancel or reschedule is resolved as soon as possible and in line with these Terms;
While using the Platform you will limit all discussions regarding mental health to video calls during booked session;
that you will be prepared and present for booked sessions at the agreed time;
that you will act appropriately and in accordance with these terms when taking part in any session with a Therapist through the Platform.
that you recognise that any information you add to your User profile is voluntary, optional, can be removed or edited at any time, and, so long as you grant permission, the contents of your profile page will be viewable 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 are not responsible or liable for your choice of pseudonym, but like any profile name, it must not be offensive, or breach any laws or the rights of third parties;
that you will pay for your sessions in accordance with the Paranimo payment booking system, any terms, conditions and requirements in place now and in the future;
that all feedback will be honest, accurate and appropriate.
If you are in any doubt regarding the behaviour or qualifications of your Therapist, you can contact their professional association body to report any misconduct. If you are unsure, please feel free to contact Paranimo for assistance.
In order to use the Paranimo system we require from you, as a minimum, certain information required to facilitate registration and login including 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 any personal information.
End Users do not need to provide their real name in their profile but we encourage you to tell your chosen Therapist your real name in the privacy of your virtual therapy session. You do not have to but it may damage the trust which forms the foundation of the relationship.
Therapy is a subjective and personal journey and success is just as much about your chemistry with the Therapist as the Therapist’s experience. By agreeing to these Terms, you understand that the skills of any Therapist will vary and Paranimo does not predict or ensure any Therapist will be appropriate for your individual needs. If you are not happy with the help you are receiving you can change Therapist at any time. Charges may apply depending on the circumstances surrounding outstanding bookings, cancellations and refunds. You may also contact Paranimo or a Therapist’s professional accreditation organisation to complain if a Therapist has acted inappropriately or unprofessionally.
Anyone using the Platform accepts that they are using the Platform of their own free choice and are free to stop or change Therapists if they are unfit or uncomfortable in continuing. Paranimo, nor any Customer or partner of Paranimo, will be liable for any delivery of mental health support provided by Therapists using the Platform.
Paranimo makes no guarantee about information provided by third parties in regards to:
any Therapist or the services they provide. We have made the process as simple as possible for you to change Therapists if you are not satisfied 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 the Platform;
the relevance or usefulness of a Therapist’s interventions or practice within sessions;
the effective outcome or success of the sessions or treatment.
If any User would like to close their account, contact support and we will delete your account immediately.
If the End User feels the Therapist was unprofessional or would like to complain they can contact Customer support at support@paranimo.co.uk and We can assist the End User in raising a complaint to that Therapist’s professional standards body.
Each Therapist is responsible for the techniques and style of their own mental health support.
End User usage of funded sessions will be automatically calculated based on scheme rules. The End User must pay for any usage outside of this limit.
If a technical fault is encountered the User should contact Paranimo immediately and We will use reasonable endeavours to fix the problem.
Paranimo will be continually developing the searching and matching capabilities to develop the most efficient system we can to find Therapists best able to help End Users. Paranimo will use various metrics and feedback systems to refine the matching system and will be using any information in profile pages, user usage information, information volunteered for searches/matching functionality, and any measure Paranimo believes can provide accurate measurements of successful mental health support to develop the best system we can.
Paranimo reserves the right to alter the matching system however it sees fit.
Booking a session refers to the booking of a time slot within 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 a third party alternative platform. In person and phone based sessions can also be arranged. A booking represents an appointment within the Therapist’s calendar which may otherwise be used for other business purposes. Phone numbers are only shown to Therapists an End User consents to work with.
The Therapist has the final responsibility for selecting an exact start time, End Users only suggest possible times.
To book a session with a Therapist, an End User must be a member of the Platform.
The End User and Therapist can select blocks of time which both 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. The booking process requires the End User’s consent to showing this specific Therapist their private profile page. This is a prerequisite for communicating with a Therapist. Without granting consent, the process cannot continue. The Therapist’s terms and cancellation and rescheduling policy are shown when confirming consent. This process allows Therapists to see information regarding a potential End User through a profile page. If an End User does not want to show this information to a Therapist, the End User should remove it from their profile. 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. Such payments are governed by Stripe’s terms and privacy policy, which can be found here: https://stripe.com/gb.
The bookings are then subject to cancellation and rescheduling based on the Therapist’s selected policy. Both parties will need to login and initiate the private video call session through the Platform, unless an alternative video service or offline delivery method has been agreed.
End User may be given access to the Platform through a Business Customer. That Business Customer may fund sessions and can set limits on the number of sessions funded.
End Users agree to the usage limits agreed between Paranimo and the organisation who has named them as a member of a scheme. These limitations include, but are not limited to, the price of a session, the number of sessions they can use per calendar month, and the total number of sessions.
The continued access to any supply of sessions is completely at the discretion of Paranimo and the Business Customer. Should either Paranimo or the Business Customer end the engagement, Paranimo will withdraw access to the Scheme.
In the event any Business Customer withdraws permissions for any End Users to access a scheme, or wishes to end their agreement with Paranimo, access to a scheme can be blocked without warning and for any period of time, including indefinitely.
Therapists can display their own terms of work through the Platform. These terms can cover how they are delivering therapy in the privacy of the virtual therapy room. Any clause or condition entered by a Therapist which falls outside of delivery of therapy within the virtual therapy room is null and void.
Any content within a Therapist terms of work are entirely separate from these Terms. The agreement to such terms of work are between the Therapist and End User and apply only to the interactions within the virtual therapy room.
The Platform is free to join for individual End Users. Business Customers must agree to subscriptions with Paranimo at Paranimo’s stated pricing. End Users will either have sessions funded by third parties or fund themselves.
Paranimo charges a commission from the fee charged by Therapists using the Platform.
Paranimo believes that mental health support is subjective and personal, and the techniques and styles used are the choice of the End User within 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 are not to be recorded. Either participant can end an association with a Therapist at any time. By agreeing to these Terms, all Users agree not to record any video call content. Paranimo is not responsible or liable for the attitude, professionalism, or any other assessment of the quality of the interaction during a video call or any other communication.
Pricing is at the Therapist’s discretion and can be changed at their discretion, excluding where a session has already been paid for by a third party or session price is set in a Business Customers scheme.
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 has no preference or opinion on session length and this may be reset by the Therapist to best suit their practice and the End User’s needs.
Therapists set their own availability through the Platform. Paranimo makes no guarantees that Therapists using the Platform will continue to use it for any length of time or will provide regular availability.
By accepting these Terms, Therapists acknowledge that the Platform 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 a pay-as-you-go interaction via the Platform.
Cancellations are available as an option for all sessions purchased through the Platform. We strongly recommend End Users attempt to reschedule sessions rather than cancel an appointment. Therapists use differing minimum notice times for cancellations. By choosing to have therapy with any Therapist, an End User agrees to the Therapist’s cancellation window, as shown on the Therapist’s profile page at the point of booking.
Cancelling before the end of the stated cancellation period will result in a refund. After the cancellation period has passed, cancellations are no longer allowed. Where a Therapist has not allowed cancellation or a booking is made close enough to the start of the session that the booking is made beyond the minimum cancellations period, payment will be processed immediately.
The grace period is a threshold set by each Therapist which reflects the minimum number of hours before the start of a session an End User is able to book. If a Therapist opts for a four (4) hour grace period, then only sessions which are more than four (4) hours in the future will be bookable to ensure sessions are not booked without the Therapist finding out and missing the session. If a booking is made outside the grace period, the Therapist is expected to attend and will be subject to refunding of any fees.
Rescheduling a session that cannot be attended should be considered the preference in resolving any issues with session attendance. Rescheduling can be performed through the Platform. Each Therapist can decide whether to allow rescheduling as part of their policy. Access to rescheduling is entirely at the discretion of Therapists.
If a Therapist cannot attend a session, then they should notify the End User or Paranimo support at the earliest opportunity. Therapists will be subject to the refund policy if they do not attend a session. Upon becoming aware that a Therapist cannot attend any of their sessions that Therapist should contact the End User directly or through Paranimo to allow the End User to reschedule the session.
Where a Therapist no longer wishes to provide support, or where, in the Therapist’s professional opinion, the issues presented are beyond the Therapist’s expertise to offer effective support, the Therapist should discuss the situation with the End User during a session. The Therapist can then use their professional judgement in advising the End User how best to find more appropriate support. If necessary, the Therapist should consult with a representative from their professional oversight organisation or a supervisor on how best to proceed.
If a Therapist has made their decision not to continue their engagement with any End User clear and the End User continues to use the Platform to engage the Therapist, the Therapist should contact Paranimo support.
We strongly encourage the use of the rescheduling system rather than cancellations of bookings and would urge Users to be respectful and transparent in their transactions with each other around booking, cancellations and rescheduling, maintaining the boundaries of these terms.
An End User is entitled to a full refund in the following circumstances:
Where a Therapist does not attend/deliver the booked session;
Where a Therapist is ten (10) minutes or more late to a booked session; or,
Where a Therapist wishes to reschedule and an End User does not agree to the rescheduling.
An End User is not entitled to a refund if they initiate the cancellation process within the Therapist’s cancellation window; However, rescheduling may still be an option subject to the rescheduling policy. Where a cancellation is processed, payment will not have been processed and so no refund is required. Refunds will be made in the full amount paid through Stripe.
Paranimo shall invoice End Users on behalf of Therapists to make invoicing easier. By agreeing to these Terms, Therapists agree:
Paranimo will issue self-billed invoices to Therapists and Business Customers for the services provided through the Platform, and also issue invoices to End Users on behalf of Therapists and businesses.
The agreement for self-billing lasts for as long as a Therapist or businesses use the Platform.
Paranimo may invoice the End User on behalf of the Therapist or businesses for the full amount of therapy sessions.
Paranimo shall invoice Therapists for the commission taken by Paranimo.
The invoice shall include the status of the Therapist or businesses as “Principal” and Paranimo as “Agent”.
Paranimo shall notify the Therapists of any changes to Paranimo’s VAT status.
Where a Therapist is VAT registered, or becomes VAT registered, the Therapist shall notify Paranimo and include the Therapist’s name, address, and VAT registration number. Paranimo may request further information 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 (in part or in whole) or in any other way changes ownership.
Therapists shall accept the invoices raised on their behalf until leaving the Platform or notifying Paranimo that this self-billing arrangement has been terminated.
If a Therapist wishes to query any of the content within an invoice, the Therapist shall contact daniel.condliffe@paranimo.co.uk.
Any Therapist who is VAT registered shall contact Paranimo to inform us and include: (i) Name; (ii) Address; (iii) VAT registration number.
Access to the Platform is permitted on a temporary basis and Paranimo reserves the right to suspend, withdraw, discontinue or change all or any part of the Paranimo Platform without notice. We will not be liable to you if, 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 and fix bugs, and may change the content at any time. The content on the Platform is provided for general information only and does not constitute medical or health advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform.
Paranimo makes reasonable efforts to update the information on 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 materials provided to Customers.
Where you are provided with or submit a user ID, email address, password or any other piece of information as part of the authentication, you must treat such information as confidential and you must not disclose it to any third party. The right to use the secure areas of the Platform is personal to you, and you may not allow other people to use your log-in details.
You are responsible for all activity and for the accuracy of all information and requests sent using your username, password or any other personal identification implemented to identify you.
You must notify us immediately of any unauthorised use of your account, or other account related security breach of which you are aware.
If you inform Us, or if We have reason to believe, that unauthorised use is being made of the Platform (whether by you or through your account) then, without prejudice to the other rights and remedies, we may suspend or terminate your access to the secure areas of the Platform immediately (and without notice to you).
We may suspend or terminate your account at any time for any reason, including your failure to comply with these Terms. A suspended User will not be able to login to an account. This will prevent participation in any booked session which occurs during the suspension period.
A terminated account will be permanently deleted from the Platform and a terminated User will not be able to login to the Platform. This will prevent participation in any booked session which occurs after the date of account termination.
Paranimo reserves the right to refuse refunds in cases where accounts are suspended or terminated and the right to bring legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the 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 from accessing/using the Platform if we (in our sole discretion) think that they are in breach of these Terms. We also reserve the right to terminate accounts that have begun the registration processes but have not completed registration and have not logged in for 6 months.
Please report any problems, offensive content, and policy violations to us at support@paranimo.co.uk.
If you are below eighteen (18) years old, you must check you are using the Platform through a Business Customer which has expressly confirmed 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 agreed to provide access to counsellors with appropriate qualifications for working with under eighteen (18)s can offer access to under eighteen (18)s.
All counsellors with qualifications to work with under 18s come directly from our partners at the National Counselling and Psychotherapy Society and are on boarded by them.
We reserve the right in our absolute discretion to prohibit any link from another site to materials or information on the Platform without notice.
Any link to material or information on the Platform must be neither misleading or deceptive and must fairly indicate the Platform as the destination of the link.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on the part where none exists.
You must not establish a link in such a way that might damage Paranimo’s reputation or brand.
You must not establish a link from any other site that is not owned by you.
This Platform contains links to third party platforms. These links are provided for your information only and Paranimo accepts no responsibility for the use of such links.
Paranimo at all times and in all circumstances maintains all rights and ownership of all intellectual property and copyrighted materials owned by Paranimo. Paranimo is the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
Paranimo and any of its nominated licensors shall retain ownership of intellectual property and do not transfer any interest whatsoever in those intellectual property rights. Any intellectual property created by any party in contribution to any aspect of this agreement will remain at all times the property of that party.
Any User that uploads any logo or other form of copyrighted material or intellectual property to the Platform maintains all rights and ownership over their copyrighted material or intellectual property.
You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute the valuable intellectual property of Paranimo and such others.
Paranimo’s name, Paranimo’s logo, the Services, and the third-party merchants or logos and the product names associated with the Service are trademarks of Paranimo and/or its affiliates or third parties, and no right or licence is granted to use them.
Use of the Platform for the purpose of damaging the business or property of Paranimo or third parties or damaging, attacking or overloading, the networks, servers and other hardware or software of Paranimo or third parties is expressly prohibited. In particular, you agree that you will not use the Paranimo system in any of the following ways:
to attempt to decompile, reverse engineer, disassemble or otherwise derive source code from the Paranimo system in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
for the purpose of harming or attempting to harm minors in any way;
to send, knowingly receive, upload, download, use or re-use any material which violates these Terms;
to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
to tamper with, hinder the operation of, make unauthorised modifications to the Platform including attempting to interfere with the access of any user, host or network;
to use the Platform for any activities which breach any laws or 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 than yourself in order to access or use the Platform; and/or
knowingly share, deploy, upload, or in any way transmit any bug, virus, trojan, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful elements, code, or programs, or other disabling feature to or through the Platform.
You may save and print copies of extracts from the Platform in hard copy for your personal use or the use of others within your organisation, subject to any applicable laws.
You may supply a copy of any extract from this Platform to an individual third party for their personal use only, provided that:
you acknowledge that this Platform is the source of the extract, and include the address of the Platform and the date of the extract in any such copy;
you inform the third party that these licence conditions apply 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 or for a fee; and
the extract is not incorporated in any other work or publication.
If you wish to reproduce or use information from the Platform beyond the terms of this licence, please contact us to request express consent. 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’s sole discretion) an unreasonable or disproportionately large load on the infrastructure;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your own content) from the Platform without the prior written permission of Paranimo and the appropriate third party, as applicable;
Interfere, or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; and/or
bypass measures Paranimo may use to prevent or restrict access to any part or function on the Platform.
Whilst Paranimo endeavours to ensure that the Platform is available 24 hours a day, we do not guarantee that the Platform, or any content on it, will always be available or uninterrupted, or that it will be free from errors or omissions. We will not be liable if, for any reason, the Platform is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Platform, and you are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these terms, and that they comply with it.
Paranimo does not guarantee that the Platform is free from bugs or viruses and you should install and maintain your own virus protection software. Paranimo may decide to exclude some of the above restrictions if a User has entered a separate agreement with Paranimo to access the Platform to assess the security of the platform.
All parties must comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
All parties acknowledge that for the purposes of the Data Protection Legislation, that Paranimo is a Controller. The parties shall agree as required: the scope, nature and purpose of processing by Paranimo, the duration of the processing and the types of personal data and categories of data subject. This information shall be included in Paranimo’s Privacy Policy.
All Users will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Paranimo for the duration and purposes of these Terms.
The User consents to Paranimo appointing third party processors of Personal Data under this agreement, insofar as required, provided that the third-party processors are subject to reasonable and sufficient confidentiality provisions and that any third party processor uses industry standard data protection software and policies in accordance with all applicable laws.
Any personal information you provide through the Platform from which you can be identified is stored securely and confidentially, and is processed fairly and lawfully in accordance with Our Privacy Policy and Cookie Policy. This is available on Our website, here: https://www.paranimo.co.uk/pages/privacy-policy data processing agreement.
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 parties in the party’s possession) disclosed orally or in tangible form by one party to the other party.
All parties undertake that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of any other party.
For clarity, Confidential Information does not include information that: (a) at the time of disclosure is generally available to and known by the public, other than as a direct or indirect result of any violation of these Terms; (b) was known by or in the possession of the other party at the time 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 confidentiality with respect to the Confidential Information.
Either party may disclose the other party’s Confidential Information:
to its employees, officers, representatives or advisers, service providers and contractors, who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Times. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with these Terms; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (the “governmental authorities”) ; provided that the party disclose only the information requested by the governmental authorities and if permissible by law provide the other party with prompt notice of the pending disclosure. The party whose information is being disclosed may, at their sole expense, choose to take appropriate action to prevent the disclosure with reasonable assistance from the other party.
No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
At termination of these Terms, the parties may request that the other party return or destroy their Confidential Information and any copies thereof. However, each party may retain such Confidential Information to the extent it is contained in deleted emails and electronic documents which are archived by or on behalf of the receiving party consistent with the receiving party’s standard archival processes but which, in the ordinary course of operations are not accessible by the individuals who created or received such emails or documents.
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 the Platform will meet particular requirements, or be available, accessible, uninterrupted, timely, secure or operate without error, or that it will be free from viruses, worms, trojans, time-bombs, keystroke loggers, spyware, adware or any other harmful elements, code, or programs. We recommend that you protect your equipment by having appropriate anti-virus software in place.
Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources so We assume no responsibility for the content of such sites. Such links 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 of them.
To the fullest extent permitted by law, We exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied. We will not be liable to any User for any loss or damage, whether in contract, tort (including negligence), 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 your Therapist of any health condition (whether Mental Health or physical health), or injury, or your failure to undertake therapy safely or your failure to act in 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 any liability that cannot be excluded or limited by law. To the extent We have any liability to you, this shall be limited at a maximum amount per claim of ONE THOUSAND POUNDS (£1000).
Paranimo cannot guarantee any increase in business, practice, reputation, or income through using the Services. The oversight of your business or practice; safeguarding of reputation; your professional conduct; your provision of services; and management of your customer relationships remains solely your own responsibility and you agree to promptly respond (in a professional manner) to any Customer complaints or issues that we notify you of from time to time.
Paranimo cannot guarantee that the Platform or Services will be available continuously. By agreeing to use the Platform, you agree there may be 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 prospective Therapists. If the details provided on the Therapist’s public profile do not convince you of their credentials, quality, qualifications, experience, expertise, or any other metric you wish to use when deciding how appropriate a prospective Therapist is, then you can find another Therapist you are more comfortable with. Paranimo does not endorse or approve any particular Therapist or therapeutic approach. Paranimo Therapist profiles are designed to give End Users information to allow a personal, subjective decision to be made by each End User.
The content presented by End Users and Therapists is their own responsibility. Paranimo is not responsible for any errors or omissions included by Users of the Platform. Therapists should use their professional opinion and experience to assess whether the information displayed by an End User in their profile page is accurate. Paranimo makes no guarantee, and is not responsible or liable for, End Users presenting inaccurate information on their profile pages.
Except where expressly set out in these Terms, and to the maximum extent permitted by law, We exclude all conditions, warranties, representations or other terms which may apply to the Platform or Service or any content within it, whether expressed or implied by common law or otherwise.
No advice or information, whether oral or written, obtained by you from the Service shall create any warranty not expressly made herein.
Paranimo in no event shall be responsible or liable for any failure or delay in the performance of its obligations hereunder arising 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 or military disturbances, ) that was beyond the Paranimo ‘s reasonable control.
If you have any complaints against either Paranimo or a User of the Platform, please contact Paranimo support at support@paranimo.co.uk.
Paranimo shall own all rights, titles and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Services or other feedback that Users may propose or make during the term of these Terms, or which Users and Paranimo may jointly make during the term of these Terms (collectively, “Feedback”). Users hereby irrevocably: (i) assigns all 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 moral rights that users has or may have in the Feedback and agrees to provide Paranimo such assistance as it may require to document, perfect, and maintain Paranimo’s rights to the Feedback.
Paranimo is not responsible for resolving disputes between Users except where the dispute arises within the scope of these Terms.
Where an End User has a concern or a complaint about a Therapist, in the first instance they should raise the nature of their concern or complaint directly with their Therapist wherever possible to give the Therapist the opportunity to respond and work with them to resolve the concern or complaint.
If an End User’s concern or complaint remains unresolved, they may wish to take the matter further and may contact the Therapist’s professional body. Most Therapist professional associations have ethical frameworks to which Therapy members should adhere and also have complaints policies which are viewable.
If the dispute arises within the scope of these Terms and if no satisfactory resolution can be found within these Terms, Paranimo may use its best endeavours to resolve the dispute. Paranimo may be required, in the event of such disputes, to change any of these terms to include the circumstances which created the dispute.
We will attempt to resolve any disputes you have with us in connection with these Terms amicably and both parties must use reasonable endeavours to avoid the need for court proceedings, mediation or arbitration proceedings.
You must provide written notice to us of such dispute at the earliest opportunity but no later than fourteen (14) days after the source of the dispute, setting out its nature and particulars (which will be genuine and served in good faith) (‘Dispute’) and the following Dispute Resolution Procedure will be followed:
On you providing us with a notice of Dispute, the Customer services team will work with you to attempt to resolve the Dispute through discussion and reasonable co-operation;
Each party will have the right to nominate a third party advocate/advisor to assist them in reaching a resolution;
In the event that such Dispute remains unresolved within 30 days of such Dispute notice it will be referred to a senior officer of each party (or the User in the case of an individual) to discuss and endeavour to resolve;
If the Dispute is still not resolved within a further 30 days following referral to a senior officer, either party may exercise other legal rights or remedies available to it in accordance with these terms.
The commencement of the above Dispute Resolution Procedure will not prevent Us, if We deem it reasonably necessary, from taking action to protect the business in the meantime, including exercising any rights of suspension or termination of your account or subscription as described in these Terms, nor will it restrict Us from taking action (including seeking injunctive relief) or seeking other legal remedies we believe necessary to safeguard the Paranimo IP, brand and/or goodwill.
If you are uncertain about or have any questions relating to these Terms please email support@paranimo.co.uk.
We may transfer or assign the rights and obligations under these Terms to another organisation. We will contact you to let you know if we do so. Any transfer will not affect your rights under these Terms.
Unless we transfer or assign the rights and obligations to another organisation, then these Terms only between you and us. This means no other person or organisation is a party to the agreement between us and they do not have any rights under the agreement.
You cannot transfer or assign any of your rights or obligations under these Terms to anyone else without first getting consent from Us in writing.
If a court decides that any part of these Terms are invalid or unenforceable, such provision shall be severed and the remainder of the provisions of these Terms will remain in full force and effect.
If there is ever any dispute between you and us, then it will be resolved using the law of England and Wales.
If you are dissatisfied with the services and wish to complain 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 effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. No failure to exercise or delay in exercising any right or remedy provided under these Terms or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
If you have a dispute with one or more Users, you release Paranimo (and the officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, to the fullest extent permitted by law.
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms, and you must not give the contrary impression to anybody.
These Terms (as amended from time to time), along with any document expressly referred to within them, constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of these Terms.
The following applies to Therapists using the Platform in addition to the General End User Licence Agreement. Therapist have access to the Therapists dashboard to set up their profile.
As a Therapist using the Platform, you agree:
You make all appropriate considerations around each of your End Users specific needs of safeguarding.
Therapists must allow a free intro call for new End Users to decide 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 Authority recognised accreditation body.
That you are suitably qualified and experienced to offer the services that you make available on the Platform.
That you hold current professional indemnity insurance adequate for the level of services you provide and that this will be maintained.
That you currently receive and will continue to receive an appropriate amount and level of supervision to support your End User work.
That you will decline work with any End User with whom you may be matched if, upon receiving further information from the End User, you are not sufficiently experienced and competent to meet that End User’s needs.
That you will conduct your sessions with an appropriate level of skill, competency and professionalism.
That you will be prepared and present for booked sessions at the agreed time.
That you will always conduct yourself in accordance with these terms, at all times when conducting sessions on the Platform.
That you will give as much notice as possible if you need to cancel a session and attempt to reschedule bookings wherever possible.
That you will use your best endeavours to ensure that Paranimo will receive any appropriate refunds in accordance with these terms.
That you will assist an End User in finding a Therapist with more expertise in any field or area of expertise if you believe you cannot provide effective support, or support that would otherwise violate any professional standards or these terms.
That you will not take any End User you gain through the Platform off the Platform to continue providing services within 6 months following your last engagement through the Platform.
That for any issue or factor you select in matching which is considered any form of protected characteristic or in any way requires specialist training, you confirm that you are appropriately qualified and experienced to support End Users with these issues or factors.
Membership of a professional organisation is required to register on the Platform. Where a Therapist is newly qualified and has yet to join any professional organisation, we recommend joining a society which is registered with the Professional Standards Authority. These include the National Counselling Society (https://nationalcounsellingsociety.org), The British Association for Counselling and Psychotherapy (https://www.bacp.co.uk), or the UK Council for Psychotherapy (https://www.psychotherapy.org.uk).
Therapists using the Platform are expected to maintain all expected standards of confidentiality. Therapists agree to only break confidentiality in accordance with the professional code of ethics of their accreditation body, their professional discretion, or by law. If breaking of confidentiality is required, and Therapists, in their professional opinion, require Paranimo to assist in any way in breaking confidentiality, they should email daniel.condliffe@paranimo.co.uk and explain the situation with the minimum expression of confidential information required to allow Paranimo to support the situation as needed. Paranimo will endeavour to support the End User and Therapist, in so far as is practicable within the law and professional ethics involved.
Therapists should make their experience clear on their profile pages, however, Paranimo is not responsible or liable for establishing the evidence for these claims.
After completion of registration, you can create a profile page. This profile page is designed to be publicly available and linkable by you. Failure to include any evidence of qualifications, professional association memberships, or other information that may increase an End User’s confidence in your ability, may reduce the likelihood of an End User deciding to use your services. All information you provide to us for display on your profile 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 you possess appropriate insurance, and are a member of a professional standard organisation. If Paranimo discovers that any Therapist is or has been using the Platform without insurance or professional standard organisation membership, Paranimo reserves the right to immediately terminate your account without written notice and without liability. Paranimo reserves the right to refuse your registration, or suspend or terminate your account altogether, if you unreasonably delay, or fail to respond to, an information request from us.
You should only share information about yourself on your profile page. Paranimo reserves the right to edit, suspend, or terminate accounts where third party personal information is shared, or if any other of the terms are violated.
You must ensure that the information provided to Paranimo is complete and accurate. Any changes to your circumstances related to your eligibility to practise, including changes to insurance or membership of professional standard organisations, must be updated within 5 working days. If any changes result in you no longer being a member of any professional standard organisation or no longer possessing appropriate insurance then you are not permitted to use the Platform and must join another professional standard organisation and purchase appropriate insurance before doing any business through Paranimo.
If a Therapist wishes to leave the Platform, they are free to do so, however we reserve the right to take legal action for any costs incurred by Paranimo if a Therapist leaves the Platform with outstanding bookings. Therapists should remove their available working hours and attend all booked sessions before leaving the Platform. By agreeing to these terms, you agree that in the event that you decide to temporarily reduce or stop your provision of Therapist services through the Platform, you will cancel bookings and refund all End Users with existing bookings in accordance with the cancellation policy described herein.
Therapists are not able to select their own prices using the sessions funded by a Business Customer payment. The price is decided in advance between the connected organisation and Paranimo, set for each Business Customer. By agreeing to access End Users through Paranimo, all Therapists agree that your normal price will not be applied and instead you will receive the scheme session price.
Paranimo makes no guarantee that End Users will book sessions with any Therapist.
We reserve the right to request a copy of any qualifications to check validity of the qualification (although we are not required to verify any qualifications). This will not be made publicly available. You agree that, should we request proof of qualification, you will send this without undue delay.
Where any Therapist brings on their own counsellors they are required to collect evidence of qualifications, accreditation, insurance, and personal identification of anyone they onboard. Paranimo reserves the right to remove any Users onboarding for failing to show evidence of professional competence or if, entirely at the discretion of Paranimo staff, any User is rude to Paranimo staff.
In the event that a Therapist does not possess any qualification/training which they claim to possess, then we reserve the right to terminate their account and report to relevant authorities, including the police, depending on the severity of fraud.
Therapists are encouraged, in so much as they are able with the functionality provided at the time, to make public any relevant information that 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 informed decision as to which Therapist to engage with.
Any therapist with appropriate training and accreditation with the NCPS Child and Young Person Register can request access to clients under the age of 18 by contacting the NCPS.
If any conflict between any of these Terms and any Therapist’s terms of work emerges, these Terms will overrule any Therapist’s terms of work.
If a Therapist attempts to include a clause which would fall outside the scope stated here, including but not limited to, imposing additional charges on End Users or requiring the End User to attend a certain number of sessions, Paranimo reserves the right to demand those clauses be removed. If any Therapists fail to remove any such clause, following a request from Paranimo, Paranimo reserves the right to terminate the Therapists account without warning.
Any clause which attempts to obligate any End User to agree to multiple sessions or repeat sessions is strictly prohibited. All engagements through the Paranimo system are considered pay-as-you-go. End users exclusively have the right to decide how many sessions they wish to have through the platform.
Paranimo sets a minimum price to be paid to the Therapists of FORTY POUNDS (£40) a session for Business Customer funded sessions.
The NCPS may change the minimum value if they feel it is necessary to provide support to their customers.
All Therapist set session prices are VAT inclusive.
If a Therapist is VAT registered they must account for VAT costs within their set price and notify Paranimo as soon as reasonably possible. Paranimo acts as an agent and Therapists as principles in relation to VAT.
Paranimo uses the payment gateway provider Stripe to process payments. By placing a booking, an End User enters an agreement with a Therapist to take up a time slot within the Therapists’ working hours and be provided with Mental Health support services from that specific Therapist. Paranimo facilitates this booking and delivery of the Therapists service through online video call. To receive payment through Stripe, users must agree to a separate agreement with Stripe which is outside any agreement made with Paranimo.
The price paid is the price set by the Therapist. Therapists are acting as principals in these transactions, and Paranimo as agent. When a booking is made, this price is paid and processed by Stripe. Paranimo receives commission from this payment of twelve point five percent (12.5%). Within this twelve point five percent (12.5%) commission a twenty percent (20%) VAT is extracted. Separate to the commission is a one point four percent (1.4%) Stripe commission fee, and a 20p charge by Stripe.
Payment will be processed through the platform with payment taken immediately following the entering of payment information.
When a User, acting as a Therapist, provides content to Paranimo or upload content to the platform, you grant Paranimo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple 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 the future. (We need these rights to host and display your content).
Therapist profiles may also be used for marketing purposes.
If a Therapist signs up through the National Counselling and Psychotherapy Society and is a member of the Child and Young Person Register they may be included in searches by End Users under the age of 18.
Anyone doing so guarantees they have the appropriate training and skill to work with under 18s and accepts full responsibility and liability for delivering support to under 18s.
The following applies to Business Customer Administrators using the Platform in addition to the General End User Licence Agreement.
Business Customer Administrators have access to an admin portal which enables them to run schemes and white labelled partner portals. The access to these features is only for administrators of Business Customer.
The Business Customer Administrator has the right to add new members to their scheme through the Administration portal, pursuant to obtaining the appropriate consent of Paranimo.
If at any time the Business Customer Administrator wishes to change or completely remove funding from their scheme, they may do so through the Platform. Any sessions which are already purchased cannot be withdrawn.
The Business Customer is responsible for validating the identity of all Users of this service and agrees that Paranimo are not responsible or liable for any losses incurred by the Business Customer due to providing services to anyone meeting the agreed method. Anyone acting as an End User will be assumed as correctly added and allowed to use the Services through the relevant scheme with the Business Customer Administrator’s knowledge.
Access to schemes is controlled through the partner Portal and usage is at the discretion of the Business Customer Administrator.
If you would like to have information removed and you are unable to do so through the partner Portal functionality, please contact support@paranimo.co.uk or call 0333 090 1772.
By creating and/or using the Paranimo partner Portal, you agree that you have the right and authority to administer a scheme as a representative of a Business Customer.
The Business Customer Administrator shall send a payment link to a representative for any client business who must add card details before a scheme can be used.
The payment links for partner Portal schemes using Business Customer funded sessions are sent via email to Stripe checkout. The card information saved will be used for metered usage payments every calendar month. It is the responsibility of the Business Customer Administrator to talk Users through the set up process and enter the email of the appropriate contact to enter payment information.
The Business Customer accepts that if it fails to detect illegitimate usage of their scheme, Paranimo is under no obligation to refund any sessions but may decide, at Paranimo’s sole discretion, to process a refund if the session has not taken place and the payment has not completed processing.
Links shared for joining schemes must be only shared with intended scheme members. Only Business Customer Administrators have access to sign up links and Paranimo is not responsible for ensuring the legitimacy of new Users once the sign up link is being shared. The list of scheme members is visible within the relevant scheme page. Contact support if any new Users seem suspicious and we may help to remedy the situation but any action is entirely at Paranimo discretion.
Onboarding of counsellors or wellbeing professionals.
Any organisation who is onboarding wellbeing professionals onto the Portal must do so through the relevant partner Portal.
The tools within the partner Portal allow uploading of qualifications, insurance documentations, accreditation evidence and IDs. Other document uploads can be added but will require customisation of the Platform and should be negotiated with Paranimo.
Any wellbeing professional onboarded to the Platform through a Business Customer’s partner Portal will be associated with that Business Customer and the Business Customer guarantees the accuracy of the information provided.
Paranimo reserves the right to keep and audit any information regarding wellbeing professionals brought onto the Platform.
If false information is provided to Paranimo the Business Customer who onboarded the wellbeing professional accepts full responsibility.
Paranimo reserves the right to remove any wellbeing professional at any time.
Paranimo reserves the right to remove any Business Customer that has failed in their due diligence in adding new wellbeing professionals to the Portal.
Any wellbeing professionals added to the Portal can be searched and booked with by any End Users of Paranimo, to as much or little extent as the wellbeing professional wishes.
Any extra matching filters will require bespoke customisation on the enterprise tier within the relevant partner Portal.
Any addition of new wellbeing providers is only available on the enterprise tier within the relevant partner Portal.
Any further filters a partner wishes to apply to their wellbeing professionals will require customisation and negotiation with Paranimo.
Applying the filter will be entirely the responsibility of the partner should any filter be added.
Paranimo is an online system allowing businesses and organisations to provide counselling through a white labelled version of the Paranimo system.
Paranimo system includes functionality which allows companies and organisations to purchase mental health support for their members, employees, or anyone else they wish to support, to white label the platform, and resell subscriptions to the Platform.
These Business Customers manage a set of usage conditions which are applied to their members. Members can then use services provided by Paranimo through either the system functionality or through the Business Customer’s funding usage, or both.
Any Business Customer using a white labelled version of the Platform will have access to branding control options of the relevant partner Portal. These settings will allow the Business Customer to set cosmetic changes to the Platform styling.
Any custom changes to the Platform will require a separate agreement and additional cost to implement those changes.
Business Customers may use their access to the administration section of the Platform to manage the membership of their scheme users.
The access to Platform will be on a rolling contract unless cancelled by either the Business Customer or Paranimo with thirty (30) days’ notice.
Paranimo shall maintain the Platform and Business Customer support in accordance with the Platform Terms. The Business Customer accepts that Paranimo has the right to police usage of the Platform in accordance with these Terms.
Any Business Customer will be restricted to access to features based on Paranimo’s current pricing tiers and features split. Paranimo reserves the right to alter these tiers at any time.
The price will be agreed when joining the Platform, based on Paranimo’s pricing structure at the time, and Business Customers will be required to enter card information in Stripe to create a subscription to cover payments.
If the Business Customer fails to make any payment due to Paranimo by the due date for payment, then, without limiting Paranimo’s other remedies under this agreement:
Paranimo may charge interest on the overdue sum from the due date 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 Bank of England's base rate from time to time from the due date until payment; and
Paranimo may suspend all Services until payment has been made in full.
All sums due under these Terms from the Business Customer to Paranimo shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax that might from time to time be required by law).
Where any revenue share has been agreed, Paranimo will pay out any monies owed in arrears at the start of each calendar month.
Revenue shares will only be paid once the payment has been received by Paranimo.
All revenue shares on End User sessions will be inclusive of VAT charged for the commission for the session and minus any Stripe fees.
Revenue shares of session commission are considered entirely separate from subscriptions that Business Customers may charge their customers for access.
Paranimo will pay invoice all Business Customers through Stripe for subscriptions.
All sessions purchases are made with the understanding that Paranimo is acting as Agent and Therapist “principles” in relation to VAT.
Paranimo and Business Customer will arrange an onboarding meeting to create a scheme, subscription, and the Customer administration accounts.
Business Customers agree to a rolling monthly contract. Longer term contracts can be agreed by separate written agreement.
An administrator or manager for a Business Customer can control the branding, schemes, allocation and distribution of sessions within the partner Portal.
The adding of new members to a scheme is at the discretion of the scheme Administrator and can be done through the Admin Panel.
Administrators are responsible for distributing any sign up links to their members. Paranimo accepts no responsibility for which End Users are added to schemes by administrators.
Paranimo will allow any member of a scheme to access mental health support through the Portal for as long as the Business Customer has an active, funded scheme with users granted access to the scheme.
Either party may terminate the agreement constituted by these Terms and with immediate effect by giving notice to the other party if the other party:
commits a material breach of this Agreement and, if the breach is capable of being remedied, fails to remedy it within 30 days after receipt of a written notice specifying the breach and requiring it to be remedied;
fails to pay any sum payable by it under this Agreement within 7 days of the due date for payment;
is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or otherwise becomes insolvent or suspends making payments to all or any class of its creditors or announces an intention to do so;
any distress, diligence, execution, attachment or other legal process affects the whole or a material part of its assets and is not discharged within 14 Business Days;
a receiver or similar officer is appointed over the whole or any part of its assets or it requests any person to appoint such a receiver or similar officer or any other steps are taken to enforce any security over any of its property;
any order is made or resolution is passed or a petition is presented or application is made or notice filed or other steps are taken in any jurisdiction for:
the winding up, dissolution or liquidation of it (other than a winding up petition that is vexatious or frivolous and is discharged within 10 Business Days of issue); or
the making of an administration order against it or there is given to any person a notice (whether formal or informal) of an intention to appoint an administrator or any such appointment is made in relation to it.
any proposal is made for a voluntary arrangement or composition with its creditors;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; and/or
there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
Paranimo may terminate the agreement constituted by these Terms if any Business Customer is rude or abusive to Paranimo staff or if a Business Customer fails to cooperate with Paranimo in such a way as to significantly disrupt provision of the Services.
Other than as set out in these Terms, neither party shall have any further obligation to the other under these Terms after its termination.
On termination of the agreement constituted by these Terms for any reason, the Business Customer shall immediately pay any outstanding unpaid invoices and interest due to Paranimo. Paranimo shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Business Customer shall pay these invoices immediately on receipt.
Termination or expiry of this Agreement shall not affect any rights or obligations of the parties that have accrued up to the date of termination or expiry.
If a Customer subscribes to access to the Platform and wishes to end the agreement constituted by these Terms, that Business Customer can provide written notice 30 days in advance to terminate.
All client businesses, service integrators, and Affiliates who use the Portal through any terminating Business Customer will be retained by Paranimo and may keep their access to the Portal though some schemes may need to be edited to reflect the departing business no longer paying.
All Business Customers will be covered by the service level agreement in the next session. This is a Service Level Agreement (SLA) between subscription paying Business Customers and Paranimo.
The following Services are covered by this section of these Terms:
Monitored telephone support
Monitored email support
Monitored Webchat
Platform uptime
A Business Customer using the professional tier subscription will have access to an account manager. The work of the account manager will be governed by the same rules described in this Service Level Agreement.
Business Customer responsibilities and/or requirements in support of this SLA include:
Payment for any subscription or bookings costs at the agreed intervals and rates.
Reasonable availability and information provided by the Business Customer when resolving a service related incident or request.
Priority of response shall be dependent upon the severity of the effect to core functionality and defined as follows:
P1: Critical fault that prevents users from accessing core functionality.
P2: All non critical support.
Paranimo responsibilities and/or requirements in support of this Agreement include:
Meeting response times associated with service.
Maintaining accessibility of the Platform.
Coverage parameters specific to the service(s) covered in this 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 a mobile phone and may be answered / actioned outside of business hours. This is entirely 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 and may be answered / actioned outside of business hours. This is entirely at the discretion 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 and may be answered / actioned outside of business hours. This is entirely at the discretion of Paranimo staff.
Paranimo will use reasonable endeavours to respond to messages within 3 business hours.
Paranimo’s Service Level objective is to aim for 99.9% availability of the platform, however, this is a goal and the Paranimo does not guarantee this availability.
Business Customers accept that services provided by third parties and incorporated into the software powering the Platform may experience technical difficulties outside of the control of the Paranimo.
Where Paranimo fails to comply with any service level, as detailed in this Agreement, the Customer's sole and exclusive remedy shall be Paranimo treating the issue as a P1 (Customer Requirements 3.1.3.1) issue under the Service Level Agreement, following the Customers notifying Paranimo of its failure to comply.
If any User adds a scheme or partner who, in Paranimo's sole discretion, uses a larger than average number of sessions or puts the Platform at a level of technical demand disproportionate to other Users, Paranimo reserve the right to alter pricing, and or payment tier, to account for increase workload.
Paranimo bears no responsibility for the services provided by, or conducted by, third party Therapist users on the Platform. Any unprofessional behaviour or wrongdoing should be reported to Paranimo who will investigate in accordance with the complaints procedure and with our partners and The National Counselling and Psychotherapy Society, an accreditation body for counsellors.
Personal information: Before using any administration portal to add any new Users to a scheme, you agree that you have obtained appropriate consent from the personal information owner and are acting in accordance with all rights granted under any applicable laws, regulatory requirements and contractual obligations.
Usage within pricing tiers
Paranimo reserves the right, from time to time, to alter the pricing 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 the payment rules which apply to those users as is created through the Platform.
Partner portals - defined as the administrative portal which allows the creation of schemes, white label management, booking and session admin, and wellbeing professional onboarding.
The Start Up Tier (Tier 1) includes the creation of up to 10 schemes. Any further schemes will require a subscription on the Professional Tier (Tier 2).
The Professional Tier includes unlimited schemes and 5 Partner portals.
Further Partner Portals are sold in batches of 5 for £100.
Paranimo will provide access to an account manager and monthly meetings for Professional and Enterprise Tier Customers.
Enterprise Tier includes the right to onboard new wellbeing professionals and any customisations of the existing process.
Paranimo reserves the right to change its pricing with a month's notice.
If a member of a scheme books a session and then is entitled to a refund due to the therapist not attending please contact Paranimo by emailing support@paranimo.co.uk.
If a member of your scheme cannot connect to a call for technical or internet connection reasons, they should contact support immediately at support@paranimo.co.uk. We will work to find a fix or an alternative communication form for the session.
Sessions are reschedulable but cannot be cancelled unless all parties agree and the cancellation is made.
If an agreement between a Business Customer and Paranimo ends, or is cancelled, or the Business Customer Administrator removes all access to funding from the scheme, the members of that scheme will no longer be able to use that Scheme.
The members will still be able to use the Portal transactions to receive mental health support, pursuant to these Terms, and will be able to attend sessions already purchased. If any Business Customer cancels or suspends their usage or funding while any fees are outstanding, Paranimo will charge for any remaining sessions purchased before the cancellation or withdrawal of funds took effect.
If a member of a scheme is displeased with the services delivered by the Therapist, they may make future bookings with a different Therapist but the booking cannot be replaced.
If the agreement between a Business Customer and Paranimo ends or is cancelled, the members of the scheme will no longer have access to the Business Customer's scheme funding. No further session purchases will be available by the members. The End User will still be able to use the Portal transactions to receive mental health support, pursuant to the existing Terms and Policies.
As part of Paranimo’s Customer support process, all Business Customers 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 based on what Paranimo has found success with but Paranimo makes no guarantees that the content will result in successful sales. All content should be customised and tested by each Business Customer and Paranimo accepts no responsibility for the success or failure of any businesses use of the Platform.
Paranimo grants the Business Customer, or shall procure the direct grant to the Business Customer of, a non-exclusive, royalty-free licence to use Paranimo’s intellectual property for the purpose of receiving and using the Services and the deliverables in the Business Customer's business during any term governed by these Terms.
The Business Customer grants Paranimo, or shall procure the direct grant to Paranimo of, a non-exclusive, royalty-free licence to use the Business Customer’s materials required for the purpose of providing the Services and the deliverables during the term of the agreement constituted by these Terms.
On the expiry or earlier termination of this agreement the licences referred to in this clause 15 will immediately cease and each party shall return to the owning party any and all physical embodiments (including copies) of those intellectual property that are in its possession or control.
The Business Customer grants Paranimo a royalty free licence to 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 as a 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 retain ownership of intellectual property and do not transfer any interest whatsoever in those intellectual property.
Paranimo appoints any Business Customers using the Professional Tier subscription or Enterprise Tier (for the purposes of this Annex a “Reseller”) a non‑exclusive Licence for the resale of the Platform and its Services.
Paranimo is the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
If you wish to reproduce or use information from the Platform beyond the Terms of this licence, please contact us to request express consent. 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's express consent; or
otherwise incur any liability for or on behalf of Paranimo.
Paranimo shall not be obliged to continue the upkeep of all or any of the Platform or its functions, and shall be entitled to alter the specification of the Platform as it may think fit.
The Resller shall provide Paranimo with any information necessary 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 duties and taxes for use and resale of the Services.
These conditions from time to time shall apply to all sales of Platform access under these Terms.
The Reseller will pay the fee set out and agreed during the sales process, comprising:
The subscription tier price; or
Enterprise Tier pricing set out based on customer requirements.
All prices are subject to change at Paranimo’s sole discretion with one month notice of change or at the point of renewing a separate 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 it may have) to:
cancel or suspend any further access; and/or
charge the Reseller interest on the price at the rate of 4 per cent per annum above the Bank of England base rate in force from time to time, 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 governmental or other authority in respect of the purchase, sale, importation, lease or other distribution of the Services.
Reseller will use its best endeavours to:
promote the distribution and sale of the Platform;
comply with all legal requirements from time to time in force relating to the support and sale of Platform access;
not, without the Paranimo’s prior written consent, make any promises or guarantees about the Services beyond those contained in the promotional material supplied by the Paranimo;
inform Paranimo immediately of any changes in ownership or control of the Reseller, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Reseller’s duties in this agreement;
comply with Data Protection Legislation, including in relation to the collection and storage of any personal data from customers and potential customers, its transfer to the Paranimo and any consents required for its 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 or entity, or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse or deceive others; (ii) activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking; (ii) the publishing or posting of other people’s private or personal information without their express authorisation and permission; (iv) the sending of unsolicited communications, promotions advertisements, or spam; (v) the publishing of or linking to malicious content intended to damage or disrupt another User’s browser or computer; or (vi) the promotion or advertisement of products or services other than your own without appropriate authorisation; or
(i) use the Service to cause nuisance, annoyance, or inconvenience; (ii) impair the proper operation of the network; (iii) try to harm the Service, in any way whatsoever; or (iv) copy or distribute the software or other content without prior written permission from Paranimo.
Indemnification by the Reseller
The Reseller shall indemnify, defend, and hold harmless Paranimo and its affiliates, officers, agents, and employees from and against any claims, damages, liabilities, losses, settlements, costs, and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising out of or related to:
the Reseller's breach of any term or condition of this Agreement, including but not limited to, the warranties and representations made herein;
the Reseller's unauthorised use of the Paranimo Platform or services
Any violation of applicable laws or regulations by the Reseller;
Any claims brought by third parties as a result of the Reseller's actions or omissions in connection with the sale, marketing, or distribution of the services provided under the agreement governed by these Terms.
Paranimo shall indemnify, defend, and hold harmless the Reseller and its affiliates, officers, agents, and employees from and against any claims, damages, liabilities, losses, settlements, costs, and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising out of or related to:
Paranimo's violation of any applicable laws or regulations;
Any claims brought by third parties as a result of Paranimo's provision of services, except to the extent such claims arise from the Reseller's breach of this agreement or wrongful acts or omissions.
In the event of a potential indemnity obligation under this section, the indemnified party shall:
Promptly notify the indemnifying party in writing of the claim;
Give the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability);
Provide the indemnifying party with all assistance, information, and authority reasonably required for the defence and settlement of the claim.
The indemnification obligations under this section shall not apply to the extent that any claim is attributable to the negligence, willful misconduct, or breach of this agreement by the indemnified party.
The agreement lasts from the date of the start of the subscription starting until the agreement is terminated by either party in accordance with these Terms.
Any businesses introduced to the Platform by any Reseller can continue to access the Platform if the Reseller ends their agreement with Paranimo.
The Reseller shall:
comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
maintain during the period of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with this Clause 7, and will enforce them where appropriate;
promptly report to Paranimo any request or demand for any undue financial or other advantage of any kind received by the Reseller in connection with the performance of this agreement;
provide such evidence of compliance as the Reseller may reasonably request.
The Reseller shall ensure that anyone involved with it in performing services or providing goods in relation to this agreement is subject to a written agreement which imposes on them substantially the same terms as those imposed on the Reseller in this Clause 7. The Reseller shall be responsible for the compliance by such persons with such terms, and shall be directly liable to Paranimo for any breach by such persons of any of them.
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