Standard Terms & Conditions

The following are the terms and conditions for the provision of Solutions by Fileman Pty Ltd (ACN 117 675 779) trading as File Republic and its affiliates, related bodies corporate as defined in the Corporations Act 2001 (Cth) including any officers, directors, employees, successors, or assignees for and at the request of the person, firm or company named and described in the proposal (“Our / Us / We”). 

1)     Definitions 

‘Active account’ means that You adhere to your Service plan, are regularly invoiced for Transactions, and remain within Our Standard Terms & Conditions.

‘Acceptable Use Policy” means the policy under clause 5 below.

‘Ad hoc adjustments’ means any provider cost changes to Us can be passed on to You with 28 days written notice. 

‘Anticipated Annual Throughput’ (AAT) is the number of matters that You agree to open and pay for annually during the Contract term and We reserve the right to use Your metadata to monitor the AAT.

‘Box Audit’ refers to the process of collecting Your legacy files or data, which is then analysed, catalogued, indexed, and prepared for long-term storage by Us.

‘Business Days’ refers to any day that is neither a Saturday nor a Sunday, nor a public holiday in any part of Australia.

‘Client Records’ means all paper-based and electronic documents, files, safe custody packets, media, or packaging material and tubs, ordered by You for the provision of Solutions by Us in accordance with this agreement.

‘Contract assignment’ means the written confirmation to Us from all relevant parties about to the merger, de-merger, sale, or acquisition of Your practice. 

‘Contract renewal’ means a subsequent Contract term. 

‘Contract term’ starts on the date defined in Your agreement and continues for a 36-month period with an automatic renewal for another 36 months period until cancelled with 90 days written notice by You and accepted by Us. 

‘Contract variations’ includes all sales orders, package configurations and bespoke customisations. Any changes to Contract template must be recorded in a written variation addendum to the Contract, signed by You and accepted by Us. 

‘CPI’ as published by the Australian Bureau of Statistics for the immediate 12-month period prior to the increase. 

‘Data Storage’ refers to Us storing your digital or physical files in secure locations, such as secure records centres, cloud servers, or within a partner’s facility like AWS or Iron Mountain, throughout Contract term.

‘Date of Activation’ refers to the date when you gain access to our platform following the completion of Our onboarding process.

‘Entire Agreement’ includes the Contract, Sales order, Addendums, and Direct Debit authorisation. 

‘File Republic’ refers to Fileman Pty Ltd, located at Suite 205, 14 Bruce Avenue, Paradise Point, QLD, Australia, trading as File Republic, previously known as FileMan and / or BundlePro or Legalstore.

‘Fixed Minimum Monthly Amount’ (FMMA) means the Service Amount that equals thirty-six (36) monthly payments, or the total number of proceeding matters or a monetary amount agreed upfront, whichever is reached first. 

‘Law’ means all Australian laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writes, orders, injunctions, judgements, generally accepted Australian accounting principles and industry-wide non-statutory rules in force or as applicable from time to time.

‘Major problem’ means that the Software will not start, or users cannot access it.

‘Matter’ means a case, a Client Record, a file, a deed, or a will, which incurs a disbursement as per Your Service plan.

‘Non-Proceeding matter’ means any new matter or file opened that has been abandoned by Your client.

‘Package upgrade’ refers to Your transitioning to the next tier Service plan available.

‘Packages’ refers to Our Storage, Security and Productivity platforms’ features that are included in Your specific Service plan.

‘Partner’ refers to our vetted and qualified contracted partners, such as Iron Mountain (IRM) and Amazon Web Services (AWS), who are essential for providing Our Software.

‘Pre-File Republic Boxes, legacy files, historic files or box audit files’ refers to Your boxes and paper files collected from You on the Date of Activation for the Box Audit and to be stored and destroyed free of charge if You maintain an Active account with Us.

‘Price increases’ means automatic CPI linked adjustment with each Contract renewal.

‘Privacy Laws’ means the Privacy Act 1988 (Cth) and any other applicable legislation, principles, industry codes, guidelines, codes of conduct or ancillary regulation relating to privacy or the handling of Personal Information by either You or Us.

‘Productivity Content’ means data supplied by Us, contained within the Software, including but not limited to pre-configured templates and online material provided in Our Software, as updated from time to time.

‘Productivity pay-as-you-go Price’ means the amount payable per uniquely created bundle which are due and payable by You for use of the relevant Software, which price is available upon request for this Service plan.

‘Productivity prepaid Price’ means the advance prepaid Package options available to You on an annual or monthly Service plan.

‘Service amount’ means the periodical amount due for the number of transactions by You and may include the following solutions:

a)     Initial uplift, carriage and storage of Your paper-based records including a comprehensive file audit by Us;

b)     Integrating Your systems, transferring data, collecting files, processing files, indexing files, storing and destroying of paper and electronic files or data by Us; 

c)      Hosting and storing Your data and documents on Our secure servers; 

d)     Your user license to Our Software to order services and search the file repository; 

e)     Your automatic file format conversion and Optical Character Recognition (OCR) of paper-based files to an electronic medium (PDF) for retrieval and viewing purposes; 

f)      Your automatic digital file conversion to ISO 19005 compliant files with cryptographic sealing;

g)     Your secure destruction of client records (redaction, shredding and/or disk and memory scrubbing);  

h)     Your 60 days pre-approved credit for disbursements; 

i)       Your access to free training videos for support staff and lawyers; 

j)       Your unlimited access to Our Help Desk for technical support;

k)     Your unlimited creation of bundles when subscribing to the relevant Package; and

l)       Our continuous research, development, and platform improvement (software upgrades and iterative improvements).

‘Service plan’ means the Service Amount included for the Productivity, Security & Storage, or Power packages (previously known as OnePrice, Standard, Hybrid, Premium, BundlePro, LegalStore, DataJo or FileMan) or their successors in title. 

‘Software’ means Our website, online portal, third-party integrations, partner services, and any platforms required to provide the Service plan, including all Packages, data, and Client records, content accessible through the software such as files, documents and bundle templates.

‘Solutions’ means Our products and services included in the relevant Service plan.

‘System Requirements’ means Our Software requirements for Your systems for Us to perform the necessary transactions, and are subject to change without notice.

‘Term’ means Contract term during which the Software is provided to You.  

‘Transactions’ means Your orders placed for Solutions under a relevant Service plan.

‘User’ refers to any person who You authorise on Your account to accesses or use Our Software.

‘You’ and ‘Your’ mean the client details on the Order Form or signed agreement.

2)     Disbursements 

a)     After the date of installation, We shall create an “Information management and backup” disbursement fee for each new matter created in your integrated practice management software.

b)     All new matters or client files opened or created will receive the agreed disbursement fee in accordance with Your Service plan and any customisations by matter type.

c)      You will have a 90-day window from the date of opening a matter to request the reversals of Non-Proceeding Matter disbursements.

d)     General inclusions for Our Service plans may change from time to time:

(1)    The “Security and Storage” disbursement may include the collection of client paper records from your location, cataloguing, barcoding, front cover scanning, full file scan retrieval, OCR (Optical Character Recognition) processing to convert images of text into editable and searchable data, conversion to a legal format, seven years of storage in Our or Our partner's secure storage facilities, and compliant destruction. Compliant destruction methods may include redaction, shredding, and disk and memory scrubbing.

(2)    The “Security and Storage” disbursement may also include the copying and transfer of all electronic documents and data within the new matter for storage and backup on Our or Our Partner servers for a minimum of seven years. This includes performing functions such as OCR (Optical Character Recognition) to convert scanned images into editable text, converting documents to a legal format, cryptographic sealing, extracting metadata, and ensuring compliant destruction, which may include redaction or disk and memory scrubbing. Additionally, it grants access to all value-added functions available on the Storage and Security platform.

(3)    The “Productivity” disbursement may include copying and transferring data, converting it to PDF/A, using the platform to create a bundle, and accessing all available functions on the Productivity platform.

e)     Upon creating a Disbursement, We have already incurred or amortised various costs associated with providing our Solutions. These costs may include, but are not limited to, account setup, labour, Box Audit, licensing, training, integration, hardware purchases, audits, Partner fees, transition fees from a client’s previous supplier, delivery, driver's fees, collection, processing, reservation of space for physical or digital storage, and destruction fees. Consequently, when a Disbursement is generated and Our invoice is issued, the Disbursement is deemed to be 85% complete. By this action, you agree to pay these fees as outlined and agreed upon in the contract

f)      All disbursements are due and payable 28 days end of month after being invoiced by Us. 

g)     All disbursements are subject to Price increases or Ad hoc adjustments. 

h)     There is no limitation to the number of client records provided for a matter subject to our Acceptable Use Policy.

3)     Invoicing

a)     All Our invoices are sent by email to Your email address as disclosed on Our Order Form or to such other email address as You specify and are payable within the period specified on the invoice. 

b)     We reserve the right to: 

(1)    obtain a credit report from credit reporting agencies or other credit providers;  

(2)    obtain information from any other credit providers for the purpose of reviewing and assessing your credit worthiness; and 

(3)    disclose to or discuss with any credit providers or any credit reporting agencies, any information maintained or in our possession relating to your application and the administration of your credit facilities. 

c)      The invoicing process is set to fortnightly and can be changed on request by You on 30 days written notice to instantly, daily, weekly, or monthly. 

d)     Some Service Plans may require immediate payment via credit card.

e)     When the monthly amount of disbursements is less than the FMMA, and Your account is within our standard trading terms, then We may provide the FMMA value as a credit to Your account. All contributions are calculated pro-rata and calculated cumulatively. 

f)      Your firm's metadata may be analysed every six months to monitor Your agreed AAT, and you may receive a separate invoice at Our discretion for any potential shortfalls in proceeding new matters opened.

g)     Account Credits are valid for 12 months from the date when the credit arises and must be utilised during this period. 

h)     Unused Account Credits will automatically expire if not used within a 12-month period from the date when the credit arises. 

i)       You may request a credit and/or reversal from Us for certain Solutions or file types, depending on your firm's Service plan. All requests must be submitted in writing or through Our website no later than 90-days from the matter creation date, as recorded in the client data, or from the invoice date for non-integrated clients.

j)       We may at Our sole discretion accept the credit requests on a case-by-case basis. 

4)     Payments

a)     Any additional matters invoiced above the FMMA or AAT are due and payable on the same invoice, and automatically included for payment in the next monthly Direct Debit or current payment method  

b)     The FMMA or AAT is payable via Direct Debit only and using the transaction agent nominated by Us. Alternative payment options, such as Credit Cards may be available on request. 

c)      Productivity pay-as-you-go plan will be invoiced in the subsequent invoice cycle and must be paid using the agreed payment method.

d)     Productivity prepaid plan (if applicable) the included number of bundles are priced in accordance with the applicable Service plan and are due owing and payable regardless of how many bundles You create each month. For additional bundles over the annual bundle package included amount will be charge in accordance with the Productivity pay-as-you-Price unless You upgrade to a new package.

5)     Acceptable Use Policy 

All-inclusive services are subject to this acceptable use policy: 

a)     Physical (paper) Records Uplift and Audit - Following the installation date, We may conduct an uplift of all your legacy closed files and transfer them to either our or our Partner's secure records facility. This uplift includes a comprehensive file audit, which may involve barcoding, cataloguing, coversheet imaging, and uploading to our servers. The initial uplift will be performed as a single collection, with charges potentially applying for additional collections.

b)     Electronic (digital) Records Initial Ingestion - Following the installation date, We may conduct an ingestion and audit of your legacy closed files data, transferring them to either our or our Partner's secure servers. This process could include OCR (Optical Character Recognition) to convert scanned images into editable text, converting documents to a legal format, cryptographic sealing, metadata extraction, and ensuring compliant destruction, which may include redaction or disk and memory scrubbing. Costs may be associated with the transfer, and the initial ingestion method will be determined based on the most secure and practical approach

c)      Storage and Destruction - Throughout the Contract term, you are allowed to indefinitely store your legacy client data records or selectively destroy them according to your retention schedule. We shall set the destruction date for each client record to occur seven years from the date of collection, provided there is a valid contract and/or an active Contract term in place. If your agreement is inactive, the included destruction and storage services for uplifted files or boxes will cease. You must either retrieve these or continue to pay a monthly storage fee at your expense. We shall provide the current rates for retrieval per file or box at that time.

d)     Document Inserts - During the Contract term You can add any document or media to an existing paper-based or electronic Online PDF scan requests - During the Contract term You may order a digital copy of any paper-based file or document held within the repository and it will be made available to you as a PDF which can be downloaded from Our website. 

e)     Physical Record Scheduled Collections - After the date of installation We shall allocate a collection driver to attend Your office each calendar month during the Contract term. You will be provided with an annual schedule of the collection dates. 

f)      Electronic Record Scheduled Ingestions - Following the installation date, if there is an integration, We shall establish a regular schedule to automatically and securely ingest data of Your newly opened matters.

g)     Matters in Progress – For paper-based client records that were ‘Matters in Progress’ (i.e. opened before the Contract term) they will be treated as though they were part of the initial ‘uplift and audit’ and will be collected progressively on each scheduled collection as they close. 

h)     Non-Proceeding matters – For matters that do not proceed which would normally be subject to a disbursement fee, if no invoice was raised and a paper-based client record exists they will be treated as though they were part of the initial ‘uplift and audit’. It is a requirement that You ensure the matter status is marked as ‘Not Proceeding’ on the front of the file and in Your practice management system or CSV file provided to Us. Not Proceeding Matter reversal requests must be received by Us no later than 90-days from the Matter creation date.

i)       Other Records – During the Contract term any non-matter paper-based records can be sent to Us and they will be treated as though they were part of the initial ‘uplift and audit’ subject to the records being appropriately labelled. 

j)       The total lodgements of paper-based client records must not exceed a total number of archive boxes equivalent to the total number of matters disbursed. Boxes are measured at 410(l) x315(w) x260(h) mm. 

k)     The total ingestion of legacy electronic data is capped at 1 terabyte and may incur a fee of $1 + GST per 1 gigabyte per month if exceeded. This is subject to the terms outlined in the individual agreement or confirmed by your account manager at the time

l)       The online PDF scan requests and Document Inserts are limited to a reasonable number as defined by Us and supported further by Industry standards.  

m)    You have unlimited physical retrieval requests of your files (subject to Our retrieval charges at the time of ordering).

n)     You have unlimited downloads and access to your electronic files.

o)     The 'Productivity' bundle storage includes 10 gigabyte of storage space and you may be requested to pay for additional storage space if this limit is exceeded.

p)     If you choose not to pay for extra storage, you may be restricted from uploading further documents to the Productivity system until you:

(1)    Purchase additional storage space at $1 + GST per 1 gigabyte per month; or

(2)    Create extra space on your account by deleting bundles and or documents.

6)     Credit Terms 

a)     All Credits are not transferable or refundable. 

b)     All Prepayments are GST free and represent an unsecured advancement to Us to be used against disbursements for Solutions provided from Us. 

c)      All overdue amounts may at Our sole discretion, attract interest at the rate of 10 percent per annum.   

d)     If a Direct Debit payment transaction fails for three (3) or more months, then the total outstanding amount, whichever is greater between the agreed contracted amount and the invoiced amount, will immediately become due and payable.

e)     A dishonour fee may be charged for each failed Direct Debit transaction. 

f)      If an amount owed to Us for any reason, or to a third-party finance company for payment of the FMMA, AAT, agreed Service plans, or Service amounts becomes overdue or is outside of terms, all support, online services, and access to Our Software may be suspended.

g)     We may also exercise a general lien over your client records.

h)     In the event of a debt being handed over to a collection agency, you will be liable for all the legal costs associated with the collection of the debt. 

i)       All prices are exclusive of Goods and Services Tax unless otherwise expressly stated. 

j)       All outstanding charges must be paid in full prior to removal of any records by You from Our premises. 

7)     Onboarding 

a)     The scheduling of the initial ‘Uplift and ‘Audit” is subject to the availability of resources and We give no undertaking or guarantee regarding these dates. 

b)     Onsite delays caused by Your failure to comply with Our System Requirements will result in You being responsible for the additional costs occasioned by the delay. 

8)     Internet Speed 

a)     The Solutions are subject to the limitations inherent in the use of the Internet and other third-party communication software and devices

b)     We are not responsible for any delays, delivery failures, or other damage resulting from their use. 

9)     Indemnity 

a)     You hereby indemnify and agrees to keep indemnified Us together with Our officers, employees and agents against all actions, claims, proceedings, liabilities, losses, damages, costs, and expenses incurred by Us in relation to or in any way arising out of the storage, scanning, retrieval, carriage or destruction of the Client Records or the provision of solutions by Us in relation to the Client Records. 

10)   Limitation of Liability 

a)     To the maximum extent permitted by law We shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: 

(1)    any errors in or omissions from the Solutions, 

(2)    the unavailability or interruption to the supply of the Solutions, 

(3)    Your use or misuse of the Solutions 

(4)    Your use of any equipment in connection with the Solutions, 

(5)    the content of Your Client records, 

(6)    any delay or failure in performance beyond the reasonable control of Us,

(7)    any negligence of Us, Our employees, contractors, or agents in connection with the performance of our obligations under this agreement (other than liability for death or personal injury), or

(8)    unauthorised third-party access and theft of or malicious damage to electronic / digital information (known as hacking).

b)     Our liability to You for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that You caused or contributed to that loss or damage. 

c)      To the maximum extent permitted by law, the aggregate liability of Us whether for breach of this agreement or in tort (including negligence) or for any other common law or statutory cause of action shall not exceed the lesser of the Your actual direct damages or the amount You paid for the services in the twelve-month period immediately preceding the date the claim arose. 

d)     Our maximum liability, if any, for loss, or damage, or destruction to part or all the Client records is limited to two dollars per archive box or twenty cents per file (whichever amount is less). 

e)     Our total liability in respect of loss of or damage to tangible property (excluding Client Records) will not in any circumstances exceed a maximum aggregate of ten thousand Australian dollars. 

f)      We shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees and loss of profits, contracts, business, revenue, goodwill, anticipated savings, business information or data) in any way arising in connection with the services or arising in connection with the services or the failure of Us to perform Our obligations, regardless of any negligence of Us. 

11)   Dispute Resolution

a)     If a dispute arises out of or relates to the Contract, the parties agree to first attempt to resolve it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

b)     The parties will jointly appoint a mediator from the CEDR panel of mediators or, if they cannot agree, a mediator will be appointed by CEDR.

c)      The mediation will be conducted in a location agreed between the parties. and the costs of the mediator will be shared equally by the parties.

d)     The parties agree to participate in the mediation in good faith and to use their best efforts to reach a mutually satisfactory resolution.

e)     If the dispute is not resolved within 60 days after the commencement of the mediation, or such longer period as the parties may agree in writing, either party may commence legal proceedings.

f)      Nothing in this clause shall prevent either party from seeking urgent injunctive relief from the courts at any time.

g)     The parties acknowledge that this clause does not oust the jurisdiction of the courts but is intended to encourage an amicable settlement of disputes.

12)   The Client Acknowledgements and Warranties

Except as expressly provided in this Agreement and to the extent permitted in accordance with applicable law, We disclaims all warranties of any kind.

a)     You acknowledge that:

i)       We are not an insurer and that any insurance against damage or loss by fire, theft, injury, or any other cause to the Client Records must be obtained by You at Your own cost. The charges payable by You do not relate to the value of the Client Records or the property of others located in Our premises; and We do not hold Ourselves out to be and are not a common carrier and accepts no liability as such. 

b)     We do not examine the contents of the Client Records placed with it and You warrant and undertakes that: 

i)       You are the owner or legal custodian of the Client Records placed with Us and have authority to store such material with Us;

ii)     You will not, at any time, store with or deliver to Us (without limitation), any narcotics, materials considered to be highly flammable, explosive, toxic, radioactive, organic material which may attract vermin or insects, or any other materials which are otherwise illegal, dangerous, and unsafe, not fit for purpose or which are regulated under any applicable law or regulation relating to hazardous materials;

iii)    You will pay the charges for any services including Disbursements that are incorrect or cancelled by the Client; and

iv)    any representation made to Us by You or Your employees, agents and permitted assigns is true and correct and You have all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated herein. 

c)      To the extent that the terms of this Agreement pertain to Client Records, which are in Our possession, custody, or control, Client Records are considered to be in Our possession and control only when they are transported in Our controlled vehicle or are located at any of Our or Our Partners' facilities, or stored within Our servers and/or Partner servers.

d)     You acknowledge that We shall not be responsible or liable whatsoever for the contents of the Client Records and We shall have no liability to You or any third party for the destruction of Client Records at Your direction: 

(1)    You will be responsible for Your users' compliance with the use of the Software;

(2)    Hosting Your data and documents on Our or Our partners' servers; We use reasonable and diligent efforts to prevent unauthorised access to or use of the Software and Content;

(3)    You will notify Us promptly if You become aware of any possible or actual unauthorised access or use of the Software and Content; and

(4)    You will ensure that You and the Your users’ use of the Software is in accordance with these terms.

e)     When We are providing assistance, You must ensure a suitably trained and informed user is available.

f)      You agree to comply with and use reasonable efforts to ensure that the Users comply with Our policies in respect of accesses to the Solutions as notified by Us to You or as published at https://www.filerepublic.com.au and updated from time to time.

g)     The Service is provided on an “as is” and “as available” basis and We do not guarantee, represent, or warrant that Your use of the service will be uninterrupted or error-free.

h)     You will not:

(1)    Make the Software and Content available to any person other than the authorised Users;

(2)    Commercialise the Software; or

(3)    Use the Software to store or transmit illegal materials or malicious code.

i)       If You become uncontactable after reasonable attempts by Us, and physical or digital files are due for destruction, or storage costs remain unpaid for a period of three months or more, or retrieval has not been agreed upon, We reserve the right to contact the relevant state law society. We will advise that We hold such records, and if agreed, We will manage the records as we see fit, including but not limited to destroying all Client Records.

13)   Rights to Use

1.     Subject to the terms and conditions of this Agreement, We grant you a non-exclusive and non-transferable right to use the Solutions during the Contract term or subsequent Contract renewal.

2.     This right is for the sole purpose of enabling You to use the Solutions for Your internal business purposes and will end upon any termination of this Agreement.

3.     All functions, data, information, and materials provided by Us via the Solutions may only be used by You in the ordinary course of the activities of Your organisation and expressly for the purposes of supplying legal services.

4.     Your users may access and use the Solutions on multiple devices, however, only one device per named user may be used at any one time.

5.     You must notify us immediately in writing if You become aware that there may have been an unauthorised use of the Solutions or any other security breach relating to Your or a user’s account.

14)   Our responsibilities

a)     We will make the following available to You for the Contract term including any Contract renewals:

(1)    Access to the Software and Solutions;

(2)    Hosting Your Data and Documents on Our servers using Amazon Web Services (AWS);

(3)    Updates to the Software;

(4)    Maintenance of the Software to keep it up to date;

(5)    Online training and support resources;

(6)    Helpdesk assistance between 8:30 am and 5:00pm AEST on Business Days.

b)     If the Software is not functioning in accordance with Our specifications, We shall use Our best endeavours to make the Software operational as soon as practicable after receiving Your Helpdesk support request.

c)      We do not rectify hardware, operating system or network problems or problems relating to third party software which is the responsibility of Your ITC providers.

15)   Your Information Technology and Communications Infrastructure

It is Your responsibility to ensure that Your information technology and communications infrastructure (ITC) meet the Our System Requirements and You acknowledge that:

a)     The Solutions may not operate properly (or at all) on non-compliant hardware or platforms.

b)     The Solutions are subject to limitations inherent in the use of Internet and other third-party communication software and devices and We are not responsible for any delays, delivery failures, or other damage resulting from their use.

c)      We do not accept any responsibility for defects, data corruptions, Solutions failures or performance degradation caused by viruses or other software or components on Your hardware that may interfere with the way the Solutions operates.

d)     It is Your responsibility to ensure that Your ITC is properly maintained and is not changed in a way which may adversely affect the operation of the Solutions.

e)     Works carried out by Us due to failure to comply with (a) to (c) above may be charged to You at standard development rates.

f)      During the Contract term or Contract renewal, We may offer a mandatory upgrade of the Solutions to newer versions. This will happen if the operating system or any third-party component used by Us ceases to be supported by their respective vendors.

g)     We shall back-up the data and documents that synchronise with Our hosted data servers. It is Your responsibility to ensure that all other data stored locally is backed up too. You acknowledge that You have no claim against Us for any loss or damage to data You have stored locally.

16)   Force Majeure and Delay Beyond Our Control 

We shall not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures. 

17)   Fitness for Purpose

We do not guarantee or warrant the fitness of the Software and Solutions for any purpose other than the particular purpose for which they are supplied. 

18)   Cancellation

a)     You may cancel this Agreement at any time after the commencement by giving Us 90-days written notice to terminate and accepted by Us, subject to You paying the disengagement process costs and Our costs:

(1)    The remaining FMMA or AAT in total; and

(2)    All fees for work done prior to the date of cancellation, including but not limited to fees paid or incurred for transitioning from a previous supplier and any labour costs for auditing legacy Client Records

b)     Then disengagement process cost may include:

(1)    Charges for picking, retrieving, transporting and / or destroying of all files held by Us;

(2)    Labour costs for the process to scan each barcode for all Pre–File Republic boxes and individual files from the Our system including matters in progress files;

(3)    Cost of returning all blue tubs in Your possession to Us; and

(4)    Cost for preparation of pre-authorised destruction forms for the disbursed files held so they can be destroyed upon 7 years.

c)      Upon termination or non-renewal of this Agreement, all legacy/box audit Client Records transitioned to Us must be permanently retrieved by you on or before the effective date of termination or expiration at your own cost, as per our out-of-contract fee schedule. Alternatively, you may enter into a new agreement with Us to allow for the continued management of disbursed files currently held.

d)     We shall provide all the assistance necessary to ensure the process is underway within 90 days. However, failure by You to meet any disengagement process steps, such as signatures for destruction or payment for services, will result in storage costs being applied from day 91 after the initial 90-day notice.

19)   Acknowledgements 

You acknowledge that You have conducted your own due diligence and selected the Solutions based upon Your own skill and judgment and You have satisfied Yourself as to the suitability of the Software and Solutions. 

20)   Standard Support Terms and Conditions 

These Standard Terms and Conditions are subject to change without notice. The current version is published at www.filerepublic.com.au/termsandconditions

21)   Secure Storage of Records 

a)     We take the storage of Your information seriously and take all reasonable precautions to protect and maintain data integrity.

b)     One such precaution is partnering and storing Your physical records with the global leaders Iron Mountain Incorporated (NYSE: IRM) a business dedicated to storing, protecting, and managing, information and assets.

c)      IRM’s climate-controlled storage environments for optimal protection against extremes in temperature, moisture, dust, and contaminants.

d)     Their secure facilities are made resistant to seismic activity, tornadoes, hurricanes, and other natural and man-made disasters with environmental control systems tailored to the unique needs of paper, triacetate and polyester film, magnetic and optical media and colour documents and photographs, all with 24/7 security services.

22)   Your Data

a)     We acknowledge and agree that nothing in this Agreement grants to Us any right, title, or interest in any of Your data other than a limited, non-exclusive right to use or process Your data solely for the purposes of providing the Solutions.

b)     You shall own all intellectual property pertaining to Your data, including legal content provided through the integration that has been substantially edited or adapted by You.

c)      You hereby grant Us a worldwide, non-exclusive, and limited-term license to use Your data solely to the extent necessary to provide the Solutions in accordance with this Agreement.

d)     You are responsible for ensuring that You have all the necessary rights to grant this license and that Your data does not infringe on the rights of any copyright owners, violate any applicable laws, or violate the terms of any license or agreement.

e)     The same applies to Our digital partners such as AWS and others regarding the storage of digital records and their protection.

23)   Additional Services and Fees (excl GST) 

a)     From time to time, You may require a service outside the inclusive services such as but not limited to: 

(1)    Physical retrieval including courier fee - $25.00 per Box. 

(2)    Physical retrievals including courier fee - $19.00 per File. 

(3)    Destruction cost of pre agreement box audit boxes once out of contract - $10 per box excluding any monthly storage costs 

(4)    Storage of box audit boxes once out of contract - $5.00 per box per month.

(5)    Storage and / or extension of disbursed files or files marked ‘Do Not Destroy’ once out of contract - $12.00 per file per year. 

(6)    Storage of digital files once out of contract - $2.50 per matter per month. 

(7)    Ad hoc Services $65.00 per hour  

(8)    Additional PDF scan over the 10% acceptable use policy - $30 per scan

(9)    Electronic legacy data over 1 terabyte per client site may incur a fee of $1 + GST per 1 gigabyte per month if exceeded

24)   Confidentiality, Privacy and Security

a)     It may from time to time be necessary for Us to review Your information for the purposes of providing the Solutions

b)     We undertake to exercise the utmost good faith in maintaining all such information as confidential and will use such information only for the purposes of this Agreement.

c)      We shall comply with the requirements of applicable Data Protection and Privacy Legislation.

d)     When You are using Our mobile applications, We may monitor Your usage through a third-party provider to assist us in improving the Solutions we provide.

(1)    Any information collected will exclude personal information and documents;

(2)    We may from time to time provide Your personal information to companies related to Us in order to perform services on Our behalf;

(3)    provide additional services; and

(4)    promote other products and services which You may benefit from.

e)     When we do this, We shall only provide them with such information as reasonably required to perform those services and only permit them to process Your personal data for specified purposes and in accordance with our instructions.

f)      The full contents of Our Privacy Statement are available online at https://www.filerepublic.com/privacy-policy

25)   Availability of Data after Termination

In the event this Agreement is terminated, You will no longer have access to Your data and it is Your responsibility to extract Your documents from the Solutions during the 90-days’ notice period.

26)   Entire Agreement

This agreement constitutes the entire understanding between US and You and supersedes all other negotiations, agreements, or understandings whether written or oral relating to the supply of the Software and Solutions provided under this agreement. All implied terms are hereby excluded, to the full extent permitted by law and this agreement is governed by the laws of New South Wales, Australia, and the jurisdiction of the Sydney Courts.