Terms and Conditions of Service

Our complete terms and conditions are contained below, but some important points for you to know before you become a

customer are set out below:

Nothing in these terms limit your rights under the Australian Consumer Law.

The Content available through the Platform is not comprehensive and is for general information purposes only. It does

not take into account your specific needs, objectives or circumstances, and is not advice. Any information, guidance,

documentation or assistance provided through the Platform is not advice and cannot be relied upon. To the extent

permitted by law, we make no representation or warranty regarding the Content. The Content is subject to change

without notice. We do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or

out-of-date.

●

We may amend these Terms, the features of the Platform or your Account at any time, by providing written notice to you.

If you do not agree with any amendments, you may terminate your Account in accordance with the “Termination” clause;

●

● We will handle your personal information in accordance with our privacy policy, available at pantoandco.com

● To the maximum extent permitted by law, the Fees are non-refundable;

We will not be liable for any aspect of User and Consultant or Personal Assistant interactions including the services

offered by the Consultant or Personal Assistant, the description of the services requested or offered, any information

provided or the performance of services, and any event outside our reasonable control;

●

Our liability under these Terms is limited to us repaying you the amount of Credit Fees and/or Service Fees paid by you to

us in the last 12 months of your Account in respect of the supply of the Panto and Co Services to which the Liability

relates, and we will not be liable for Consequential Loss; and

●

● We receive a Service Fee from each Consultant and Personal Assistant for payments made through the Platform.

1 Introduction

These terms and conditions (Terms) are entered into between Panto and Co. Holdings Pty Ltd ACN 666 509 824 (we, us or our)

and you, together the Parties and each a Party.

1.1

We provide an online platform called ‘Panto and Co’ where consultants may provide information regarding various hobbies

(Consultants), users are able to ask for information on various topics (Users), people may provide personal assistant services to

Users (Personal Assistants) and Users are able to connect with each other using the platform (Platform).

1.2

In these Terms, you means the person or entity registered with us as an Account holder you are using the Platform on behalf of

your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on

behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

1.3

2 Acceptance and Platform Licence

2 You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform.

2 You must be at least 18 years old to use the Platform. .2

We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the

Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not

agree to the amendment, you may terminate your Account in accordance with the “Termination” clause.

2.3

If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the

App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including

the Google Apps Terms of Service.

2.4

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2 We may use Gmail services, including the Gmail API. Your use of Gmail is subject to the Gmail Additional Terms of Service. .1

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide,

non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior

written consent.

2.2

2 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including: .3

anything that would constitute a breach of an individual’s privacy (including uploading private or personal information

without an individual's consent) or any other legal rights;

(a)

using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send

unsolicited electronic messages;

(b)

(d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(e) facilitating or assisting a third party to do any of the above acts.

3 Accounts

3 You must register on the Platform and create an account (Account) to access the Platform’s features. .1

You may only have 1 Account on the Platform which you can use to converse with other users on the Platform or provide

services to other Users as a Consultant or Personal Assistant.

3.2

You must provide basic information when registering for an Account including your contact name, residential address, date

of birth and email address and you must choose a password.

3.3

You may also register for an Account using your Facebook, Google or other social media network account (Social Media

Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on

your Social Media Account including but not limited to your current profile photo and other basic information.

3.4

3 All personal information you provide to us will be treated in accordance with our Privacy Policy.

You agree to provide and maintain up to date information in your Account and to not share your Account password with any

other person. Your Account is personal and you must not transfer or provide it to others.

3.6

You are responsible for keeping your Account details and password confidential and you will be liable for all activity on your

Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use

of your Account.

3.7

We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity

verification, cancellation history, quality of services and threshold of reviews.

3.8

4 Platform Summary

The Platform is a marketplace where Users can find each other and advertise, buy and sell services online. We provide the

Platform to users, including hosting and maintaining the Platform and processing payments between Users and Consultants

or Personal Assistants (together the Panto and Co Services). You understand and agree that we only make available the

Panto and Co Services. We are not party to any agreement entered into between a User and a Consultant or Personal

Assistant and we have no control over the conduct of Consultant or Personal Assistant, Users or any other users of the

Platform.

4.1

4.2 A Consultant or Personal Assistant wanting to provide goods and/or services creates an Account on the Platform and posts

Co su ta t o e so a ss sta t a ti g to p o de goods a d/o se ces c eates a ccou t o t e atfo a d posts

an accurate and complete description of the services they can provide, including the fees for the services (Listing Fees) and

any other applicable information (Listing).

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4 A User wanting to buy services creates an Account on the Platform to view and browse Listings. .4

A User may request to purchase the services described in a Listing by sending a request through the Platform. The request is

an offer from the User to the Consultant or Personal Assistant to buy the services described in the Listing (Pending Request).

4.5

4 If the Consultant or Personal Assistant accepts the Pending Request through the Platform, it becomes a Confirmed Request.

By accepting a Pending Request, the Consultant or Personal Assistant confirms that it is legally entitled to and capable of

supplying the services described in the Pending Request.

4.7

4.8

Users and Consultant or Personal Assistant may enter into written agreements in relation to the services. To the extent there

is inconsistency between any additional terms and conditions and these Terms, these Terms will prevail.

4.9

Consultant or Personal Assistant must include all additional terms and conditions relating to their services in the relevant

Listing. By sending a Pending Request, a User is accepting the additional terms and conditions of the relevant Consultant or

Personal Assistant.

4.10

5 Payments

As a User, you agree to pay (and your chosen payment method will be charged) the Listing Fees when a Pending Request is

accepted and becomes a Confirmed Request.

5.1

In consideration for providing the Platform, we will charge the services fees (including any third-party payment processing

fees) to the Consultant or Personal Assistant as set out on the Platform (Service Fee). The Service Fee will be deducted from

the Listing Fees, and will be paid to us at the same time as the User pays the Listing Fees through the Platform.

5.2

The Listing Fees minus the Service Fee will be deposited in your merchant account as linked in your Account upon payment

by the User.

5.3

You may be permitted to purchase credits on the Platform (Credits) to allow you to purchase services from Consultants and

Personal Assistants on the Platform. The fees for purchasing credits are listed on the Platform (Credit Fees). Credits are non-

transferable after purchase.

5.4

The payment methods we offer for the Service Fees, Credit Fees and Listing Fees are set out on the Platform. We may offer

payment through a third-party provider, currently Stripe. You acknowledge and agree that we have no control over the

actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and

conditions.

5.5

You must not pay, or attempt to pay, the Listing Fees, Credit Fees or the Service Fees by fraudulent or unlawful means. If you

make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to

make the payment.

5.6

We do not store any credit card details, and all payment information is collected and stored through our third-party payment

processor.

5.7

6 Refunds and Cancellation Policy

The cancellation, or refund of any services ordered on this Platform is strictly a matter between the relevant Users,

Consultants or Personal Assistants. The terms and conditions agreed to between the Consultant or Personal Assistant and

the User must be set out clearly in the relevant Listing. Should the Consultant or Personal Assistant and User agree to a

6.1

t e Use ust be set out c ea y t e e e a t sti g. S ou d t e Co su ta t o e so a ss sta t a d Use ag ee to a

refund of the Listing Fees, both the Consultant or Personal Assistant and User acknowledge and agree that to the maximum

extent permitted by law, our Service Fee is not refundable.

For disputes between Users and Consultants or Personal Assistants, we encourage Parties to attempt to resolve disputes

(including claims for returns or refunds) with the other Party directly and in good faith, either on the Platform or through

external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may

6.2

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choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

6 This clause will survive the termination or expiry of these Terms. .11

7 Reviews

Users may review their experience with the Consultant or Personal Assistant on the Platform, including their services, by

providing a star rating and an optional written review. (Review).

7.1

If your Review contains a written component, the words in your review must be approved by the Consultant or Personal

Assistant before the written review can be made public on the Platform.

7.2

7 Star rating reviews can be viewed by any User and will remain viewable until the relevant Account is removed or terminated. .3

You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair,

inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake

to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

7.4

You can write a Review about a Consultant or Personal Assistant if you have had an experience with that Consultant or

Personal Assistant, which means that (1) you have engaged the Consultant or Personal Assistant through the Platform; or (2)

you can otherwise document your interaction with the Consultant or Personal Assistant in relation to the Platform, including

via correspondence (collectively referred to as a User Experience).

7.5

You may not write a review about a Consultant or Personal Assistant you have previously owned, currently own, or which an

immediate family member currently owns, or if you are an executive or employee of that Consultant or Personal Assistant,

or work for the Consultant or Personal Assistant. Similarly, you may not write a Review about a direct competitor to the

Consultant or Personal Assistant that you own, are employed by or work for.

7.6

7 Your User Experience must have occurred in the 12 months prior to you writing a Review.

You may only write about your own User Experience. You are not permitted to write a Review about somebody else’s User

Experience, such as that of a family member or friend.

7.8

You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Consultant or

Personal Assistant to write a Review, you should include information about this in your Review. Incentives include the

Consultant or Personal Assistant offering you a gift, reward, discount or advantage for writing a Review about the Consultant

or Personal Assistant on the Platform.

7.9

7.10

7 This clause will survive the termination or expiry of these Terms. .11

8 Our Intellectual Property

You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the

Platform, including the Platform itself, and any algorithms or machine learning models used on the Platform (Our

Intellectual Property) will at all times vest, or remain vested, in us.

8.1

We authorise you to use Our Intellectual Property solely for your personal use or for the purposes contemplated by these

Terms. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third

party. You may only access Our Intellectual Property on your personal device, and you may not use Our Intellectual Property

for any commercial purpose.

8.2

8 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any

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third party; or

breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying

any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website,

or creating derivative works from any of Our Intellectual Property.

(c)

Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media

page or blog, provided that:

8.12

(a) you do not assert that you are the owner of Our Intellectual Property;

(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or

deceptive; and

(c)

(d) you comply with all other terms of these Terms.

8 This clause will survive the termination or expiry of your Membership.

.13

9 Content You Upload

You may be permitted to post, upload, publish, submit or transmit relevant information and content including Reviews (User

Content) on the Platform.

9.1

If you make any User Content available on or through the Platform, you grant to us a worldwide, irrevocable, perpetual, non-

exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify,

distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or

otherwise exploit such User Content on, through or by means of the Platform and our social media platforms. We agree to

only modify User Content to the extent reasonably required by us. You may request that any of your User Content is

removed from the Platform or social media by sending us an email to the address at the end of these Terms. We will

endeavour to action any removal requests within a reasonable time.

9.2

You agree that you are solely responsible for all User Content that you make available on or through the Platform. You

represent and warrant that:

9.3

you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases

that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(a)

neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or

our use of the User Content on, through or by means of our Platform (including on social media) will infringe,

misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the

violation of any applicable law or regulation.

(b)

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion),

remove any User Content.

9.4

9 This clause will survive the termination or expiry of these Terms. .5

10 Warranties

10 You represent, warrant and agree that: .1

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

and

(c)

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you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether

the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

(d)

11 Australian Consumer Law

Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and

similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating

to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

11.1

If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the

ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed

solely by the ACL and these Terms.

11.2

Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services

(including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at

law or on any other basis.

11.3

11 This clause will survive the termination or expiry of your Membership.

12 Exclusions to Liability

Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and

release us from and against, any Liability caused or contributed to by, arising from or connected with:

12.1

any aspect of User and Consultant or Personal Assistant interactions including the services offered by the Consultant or

Personal Assistant, the description of the services requested or offered, any information provided or the performance

of services; and

(a)

(b) any event outside of our reasonable control.

12 This clause will survive the termination or expiry of these Terms. .2

13 Limitations on Liability

13 To the maximum extent permitted by law: .1

(a) neither Party will be liable for Consequential Loss;

(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant

Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel,

including any failure by that party to mitigate its losses; and

our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you

the amount of the Service Fees or Credit Fees paid by you to us in the last 12 months of your Account in respect of the

supply of the Panto and Co Services to which the Liability relates.

(c)

13 This clause will survive the termination or expiry of these Terms. .2

14 Termination

Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in

the Account page section of your Account settings.

14.1

14 We may terminate your Account with 30 days’ written notice to you. .2

14 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if: .3

(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied

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within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b) the Defaulting Party is unable to pay its debts as they fall due.

As a Consultant or Personal Assistant, if you repeatedly receive negative reviews, then this will be considered a breach of a

material term for the purpose of the above clause.

14.14

Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected

breach.

14.15

14 Upon expiry or termination of these Terms: .16

(a) we will remove your access to the Platform;

(b) we will immediately cease providing the Panto and Co Services;

you agree that other than where termination is due to our Termination for Convenience and to the maximum extent

permitted by law, any payments made by you to us (including any Service Fees) are not refundable to you;

(c)

(d) where you are a User, we will cancel any existing Confirmed Requests;

where you are a Consultant or Personal Assistant, we will cancel any existing Confirmed Requests and refund the

relevant Users in accordance with the Refunds and Cancellation Policy clause; and

(e)

where we terminate the Terms for any reason other than a Termination for Convenience, you also agree to pay us our

reasonable additional costs directly arising from such termination (including legal fees, debt collector fees and

mercantile agent fees).

(f)

14 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it. .17

14 This clause will survive the termination or expiry of these Terms. .18

15 Notice Regarding Apple

15.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms

y g g , y g g

of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not

responsible for the Platform and any content available on the Platform.

15 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform. .2

If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the

purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no

other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities,

damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

15.3

Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of

our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails

to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar

legislation.

15.4

Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile

application infringes that third party’s intellectual property rights.

15.5

15 You agree to comply with any applicable third-party terms when using our mobile application. .6

Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple

will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party

beneficiary of these Terms.

15.7

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You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or

that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S.

Government list of prohibited or restricted parties.

15.19

16 General

Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or

obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably

withheld).

16.1

Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection

with these Terms, to a debt collector, debt collection agency, or other third party.

16.2

Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to

seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the

dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent

a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

16.3

Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of

our reasonable control.

16.4

Governing law: These Terms are governed by the laws of South Australia. Each Party irrevocably and unconditionally

submits to the exclusive jurisdiction of the courts operating in South Australia and any courts entitled to hear appeals from

those courts and waives any right to object to proceedings being brought in those courts.

16.5

Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the

details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served

on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

16.6

Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act

1988 (Cth) and any other applicable legislation or privacy guidelines.

16.7

For any questions or notices, please contact us at:

88 (Ct ) a d a y ot e app cab e eg s atio o p acy gu de es.

Publicity: With your prior written consent, you agree that we may advertise or publicise the fact that you are a user of our

Platform, including on our website or in our promotional material.

16.8

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down

as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision)

will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the

other provisions in these Terms.

16.9

17 Definitions

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of

revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or

corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

17.1

Intellectual Property means copyright, registered or unregistered designs, patents or trademarks, any domain names, know-

how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs,

databases or source codes, including any application, or right to apply, for registration of, and any improvements,

enhancements or modifications of, the foregoing.

17.2

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or

judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising,

whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party

or a party to these Terms or otherwise.

17.3

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Panto and Co. Holdings Pty Ltd (ACN 666 509 824)

Email: pantoandco@gmail.com

Last update: July 2023