Supply and Support Terms & Conditions.
Supply and Support Terms & Conditions
The following are the terms and conditions for the provision of products and services 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 (“You”).
1. Definitions
‘Active account’ means You meet your payment plan, and Your account is within our standard trading terms.
‘Ad hoc adjustments’ means any provider cost changes to File Republic can be passed on to You with 28 days written notice.
‘Client Records’ means all paper-based and / or electronic documents, files, media, or other goods supplied to You or collected by File Republic at Your request for the provision of services pursuant to this agreement.
‘Contract assignment’ means the written confirmation to File Republic from all relevant parties about a merger, de-merger, sale, or acquisition of Your practice.
‘Contract term’ starts on the date defined on 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 File Republic.
‘Contract variations’ includes all sales orders, package configurations and bespoke customisations. Any changes to Contract must be recorded in a written variation addendum to the Contract signed by You and accepted by File Republic.
‘CPI’ as published by the Australian Bureau of Statistics for the immediate 12-month period prior to the increase.
‘Entire Agreement’ includes the Contract, Sales order, Addendums, and Direct Debit authorisation.
‘File Management’ includes a complete range of services provided under your agreed prepaid package for each matter. These services cover file collection, data integration, front cover scanning, cataloging, data uploading, secure storage, and secure destruction of documents.
‘Fixed Minimum Monthly Amount’ (FMMA) means the contracted monthly amount that equals thirty-six (36) monthly payments, or the total volume of files and monetary amount agreed on the File Republic Software Subscription and Services Agreement whichever is reached first.
‘File Republic Renewal’ means a subsequent Contract term.
‘File Republic’ means Fileman Pty Ltd of Suite 205, 14 Bruce Avenue, Paradise Point, QLD, Australia.
‘Major Problem’ means that the Software will not start, or no users can access it.
‘Monthly Amount’ means the monthly amount paid for the number of Products or Services ordered by You and may include the following benefits:
Continuous research, development, and improvement (upgrades and iterative improvements);
Collection, processing, indexing, and storing and destroying of pre File Republic files and data;
Hosting of your data and documents on Our Servers;
Client access license to order Services and search the file repository;
Initial uplift, carriage and storage of paper-based records including a comprehensive file audit;
Conversion and Optical Character Recognition (OCR) of paper-based files to an electronic medium (PDF) for retrieval and viewing purposes;
Secure destruction of client records (redaction, shredding and/or disk and memory scrubbing);
60 days pre-approved credit for disbursements;
Access to free training videos for support staff and lawyers;
Unlimited access to the File Republic Help Desk for technical support; and
Conversion of the digital files into ISO 19005 compliant files with cryptographic sealing.
‘Pre-File Republic boxes’ means the boxes File Republic collected from You for the box audit and stored and destroyed by the box free of charge while Your account remains active.
‘Price increases’ means automatic CPI linked adjustment with each File Republic Renewal.
‘Products and Services’ include the Productivity, Privacy & Storage, or Power packages (previously known as OnePrice, Standard, Hybrid, Premium, Security, BundlePro, LegalStore or FileMan).
‘Software’ means the File Republic website, third party integrations and any partner software.
‘Term’ means recurring periods of 36 months during which the Software and Services are provided.
‘You’ and ‘Your’ mean the client detailed on the Order Form.
2. Disbursements
After the installation date, File Republic will create a "File Management" disbursement for each new matter generated in your practice management software. All matters opened, whether electronic or physical, will be invoiced, except for those marked as "Not Proceeding." There will be no opportunity to reverse these charges unless an Addendum to this agreement is established. Functionality and or control for ‘No Physical File’ within a PMS is superseded by the aforementioned. For paper-based client records the ‘privacy and storage’ disbursement includes the collection of the client records from Your office, cataloguing, scanning, performing OCR, conversion to a legal output, seven years’ storage, and compliant destruction (redaction, shredding and/or disk and memory scrubbing). There is no limitation to the number of client records provided for a matter subject to our acceptable use policy.
For electronic client records the ‘privacy and storage’ disbursement includes the transfer of all documents and data within the new matter to be stored on File Republic servers for a minimum of seven years, performing OCR, conversion to a legal output, and compliant destruction (redaction or disk and memory scrubbing).
On creation of a Disbursement, File Republic may have incurred or amortised costs for account set up, licensing, training, integration, hardware purchases, audits, transition fees from a client’s previous supplier, delivery, drivers fees, collection, processing, reservation of space for physical / digital storage and destruction fees. And, in that instance, a Disbursement is deemed 85% complete on the creation of the File Republic invoice, you accept to pay File Republic these fees, as outlined and agreed in the contract.
All disbursements are due and payable 28 days end of month after being invoiced by File Republic.
All disbursements are subject to price increases or ad hoc adjustments.
3. Invoicing
All File Republic invoices are sent by email to Your email address as disclosed on the File Republic Order Form or to such other email address as You specify and are payable within the period specified on the invoice.
File Republic reserves the right to:
obtain a credit report from credit reporting agencies or other credit providers;
obtain information from any other credit providers for the purpose of reviewing and assessing your credit worthiness; and
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.
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.
When the monthly amount of disbursements is less than the FMMA, and Your account is within our standard trading terms, then File Republic may provide the FMMA value as a credit to your account. All contributions are calculated pro-rata and calculated cumulatively.
Account Credits are valid for 12 months from the date when the credit arises and must be utilised during this period.
Unused Account Credits will automatically expire if not used within a 12-month period from the date when the credit arises.
You may request credit and/or reversal from File Republic. All requests must be lodged either in writing or via the File Republic website within 3 months of the Matter creation date as recognized in the client data or from invoice date if not an integrated client.
File Republic may at its sole discretion accept the credit requests on a case-by-case basis.
4. Payments
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.
The FMMA or AAT is payable via Direct Debit only and using the transaction agent nominated by File Republic. Alternative payment options, such as Credit Cards, may be available on request.
5. Acceptable Use Policy
All-inclusive services are subject to this acceptable use policy:
Uplift and Audit - After the date of installation File Republic will perform one uplift of all your closed files and transfer them to our secure facility. Included with the uplift is a comprehensive file audit which includes barcoding, cataloguing, coversheet imaging and upload to our servers. The initial uplift is performed as a single collection and charges may apply for additional collections.
Storage and Destruction - During the File Republic term You can continue to store Your client records indefinitely or selectively destroy them based on your own retention schedule. File Republic will set the destruction date on each client record to a date seven years forward from the date of collection subject to a valid contract being in place.
Document Inserts - During the File Republic term You can add any document or media to an existing paper-based client record by creating a barcoded instruction sheet on the File Republic website and providing the document insert on Your next scheduled collection.
Online PDF scan requests - During the File Republic 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 the File Republic website.
Scheduled Collections - After the date of installation File Republic will allocate a collection driver to attend Your office each calendar month during the File Republic term. You will be provided with an annual schedule of the collection dates.
Matters in Progress – For paper-based client records that were ‘Matters in Progress’ (i.e. opened before the File Republic 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.
Matters not Proceeding – 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 File Republic.
Other Records – During the File Republic term any non-matter paper-based records can be sent to File Republic and they will be treated as though they were part of the initial ‘uplift and audit’ subject to the records being appropriately labelled.
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.
The online PDF scan requests and Document Inserts are limited to a reasonable number as defined by File Republic and supported further by Industry standards.
You have unlimited physical retrieval requests of your files, but in the event the total number of the Online PDF scan requests or Document Inserts exceeds 10% of the total archived holdings per annum, then additional charges may apply.
6. Credit Terms
All Credits are not transferable or refundable.
All Prepayments are GST free and represent an unsecured advancement to File Republic to be used against disbursements for products and services provided from File Republic or its associated entities.
If an amount due to File Republic for any reason or to a third-party finance company for payment of the FMMA??? becomes overdue, all support, online services, and access to your File Republic Website may be suspended and File Republic may also exercise a general lien over the client records.
All overdue amounts may at File Republics sole discretion, attract interest at the rate of 10 percent per annum.
In the event of the Direct Debit payment transaction failing for three (3) or more months, then the total outstanding greater of FMMA??? and or invoiced amount will immediately become due and payable and the provision of support, online services, and access to your File Republic Website will be suspended and File Republic may also exercise a general lien over Your client records.
A dishonour fee may be charged for each failed Direct Debit transaction.
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.
All prices are exclusive of Goods and Services Tax unless otherwise expressly stated.
All outstanding charges must be paid in full prior to removal of any records by the client from File Republics Premises.
File Republic reserves the right to invoice for the balance of the AAT on agreements were the AAT has not been achieved over a continuous twelve-month period.
7. Onboarding
The scheduling of the initial ‘Uplift and ‘Audit” is subject to the availability of resources and File Republic gives no undertaking or guarantee regarding these dates.
Onsite delays caused by Your failure to comply with the File Republic System Requirements will result in You being responsible for the additional costs occasioned by the delay.
8. Internet Speed
The Service is subject to the limitations inherent in the use of the Internet and other third-party communication software and devices, File Republic is not responsible for any delays, delivery failures, or other damage resulting from their use.
9. Indemnity
The Client hereby indemnifies and agrees to keep indemnified File Republic together with its officers, employees and agents against all actions, claims, proceedings, liabilities, losses, damages, costs, and expenses incurred by File Republic 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 services by File Republic in relation to the Client Records.
10. Limitation of Liability
To the maximum extent permitted by law File Republic shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:
any errors in or omissions from the Services,
the unavailability or interruption to the supply of the Services,
the Customer’s use or misuse of the Services
the Client’s use of any equipment in connection with the Services,
the content of Materials,
any delay or failure in performance beyond the reasonable control of File Republic, or
any negligence of File Republic or its employees, contractors, or agents in connection with the performance of our obligations under this agreement (other than liability for death or personal injury).
File Republics liability to the Client for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that the Client caused or contributed to that loss or damage.
To the maximum extent permitted by law, the aggregate liability of File Republic 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 Client’s actual direct damages or the amount the Client paid for the services in the twelve-month period immediately preceding the date the claim arose.
File Republics maximum liability, if any, for loss, or damage, or destruction to part or all of the client records is limited to two dollars per archive box or twenty cents per file (whichever amount is less).
File Republic 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.
File Republic 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 File Republic to perform its obligations, regardless of any negligence of File Republic.
11. The Client acknowledges and agrees that:
File Republic is 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 the Client at its own cost. The charges payable by the Client do not relate to the value of the Client Records or the property of others located in File Republics premises; and File Republic does not hold itself out to be and is not a common carrier and accepts no liability as such.
File Republic does not examine the contents of the Client Records placed with it and the Client warrants and undertakes that:
it is the owner or legal custodian of the Client Records placed with File Republic and has authority to store such material with File Republic.
it will not, at any time, store with or deliver to, File Republic (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.
They will pay the charges for any services including Disbursements that are incorrect or cancelled by the Client; and
any representation made to File Republic by the Client or the Client’s employees, agents and permitted assigns is true and correct and the Client has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated herein.
to the extent the terms of this Agreement relate to Client Records, which are in File Republics possession, custody or control, Client Records only come into File Republics possession and control, when they are in a File Republic controlled vehicle or are at any of the File Republic facilities.
the Client acknowledges that File Republic will not be responsible or liable whatsoever for the contents of the Client Records and File Republic will have no liability to the Client or any third party for the destruction of Client Records at the direction of the Client.
12. Force Majeure and Delay Beyond Our Control
File Republic will 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.
13. Fitness for Purpose
File Republic does not guarantee or warrant the fitness of the Software and Services for any purpose other than the particular purpose for which they are supplied.
14. Cancellation
You may cancel this Agreement at any time after the commencement by 90 days written notice to and accepted by File Republic, subject to You paying the Disengagement process costs and Fileman’s costs:
The remaining FMMA or AAT in total; and
All fees for work done prior to the date of cancellation including but not limited to fees paid or incurred for the transition from a previous suppler.
Disengagement process cost may include:
Charges for picking, retrieving, transporting and / or destroying of all files held by File Republic;
Labour costs for the process to scan each barcode for all pre–File Republic boxes and individual files from the File Republic system including MIP files;
Cost of returning all blue tubs in Your possession to File Republic; and
Cost for preparation of pre-authorised destruction forms for the disbursed files held so they can be destroyed upon 7 years.
On termination or expiration of this Agreement, all Client Records that were transitioned to File Republic will need to be permanently retrieved by You on or before the effective date of termination or date of expiration at Your own cost. Or You may enter into a New agreement with File Republic to allow for the continued management of disbursed files currently held.
15. Acknowledgements
You acknowledge that you have conducted your own due diligence and selected the Service based upon your own skill and judgment and You have satisfied Yourself as to the suitability of the Software and Services.
16. Supply and Support Terms and Conditions
These Supply and Support Terms and Conditions are subject to change without notice. The current version is published at www.filerepublic.com.au
17. Secure Storage of Records
File Republic take the storage of Your information assets seriously and we take all precautions to protect and maintain its integrity. 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. Organisations across the globe trust Iron Mountain to store and protect information and assets.
18. Additional Services and Fees (excl GST)
From time to time, you may require a service outside the inclusive services such as but not limited to:
Physical Retrieval courier fee - $25.00 per Box.
Physical Retrievals courier fee - $19.00 per File.
Destruction cost of box audit boxes once out of contract - $10 per Box excluding any monthly storage costs
Storage of box audit boxes once out of contract - $5.00 per Box per month.
Storage and / or extension of disbursed files or files marked ‘Do Not Destroy’ once out of contract - $12.00 per File per year.
Storage of digital files once out of contract - $2.50 per matter per month.
Ad hoc Services $65.00 per hour
19. Entire Agreement
This agreement constitutes the entire understanding between File Republic and You and supersedes all other negotiations, agreements, or understandings whether written or oral relating to the supply and installation of the Service and the other services 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.