File Republic Compliance Studio

Supply Terms and Conditions (LEAP Companion Product)

Effective from 1 July 2026.

These File Republic Compliance Studio Supply Terms and Conditions (Terms), together with the LEAP Order Form on which Compliance Studio is activated, govern your access to and use of Compliance Studio as a Companion Product supplied alongside your LEAP subscription. Compliance Studio is supplied by Fileman Pty Ltd ACN 117 675 779 trading as File Republic (File Republic, We, Us, Our).

These Terms are coupled with, and read together with, the LEAP General Terms and Conditions (LEAP Agreement). They are the LEAP specific terms for Compliance Studio. For customers supplied through LEAP, these Terms apply in place of File Republic’s standard Supply and Support Terms and Conditions (Standard Terms, published at filerepublic.com.au/terms). The Standard Terms continue to apply to any matter not addressed in these Terms, read subject to clause 20. These Terms are published at filerepublic.com.au/leap-terms and apply only to clients supplied with Compliance Studio through LEAP.

By activating Compliance Studio on your LEAP Order Form, or by continuing to use Compliance Studio after activation, you indicate that you have read, understood and accepted these Terms. You and File Republic agree as follows.

1. Definitions

Unless otherwise defined, a term defined in the LEAP Agreement has the same meaning when used in these Terms, and:

Active Account means that your account is up to date with all amounts payable under these Terms and that no invoice remains unpaid beyond the payment terms set out in clause 6.

Bundle Studio means File Republic’s electronic bundling and legal productivity solution, which enables the creation, management and preparation of court ready and matter ready bundles, as described in the Product Description. Bundle Studio is a separate solution to Compliance Studio.

Closed Matter means a LEAP matter that has been closed, archived or otherwise marked as complete in LEAP, the records of which are ingested into and governed by Compliance Studio.

Compliance Studio means the closed matter compliance and governance service supplied by File Republic, comprising Compliance Studio Digital and, where separately ordered, Compliance Studio Physical, as described in the Product Description and on your Order Form.

Compliance Studio Disbursement means the per matter fee set out on your Order Form, charged at the time a matter is opened and recorded to your client ledger under the description “Matter Privacy and Security” (or a similar agreed description), designed to be recovered by you from your client as a disbursement in accordance with standard legal billing practice.

Insolvency Event means liquidation, administration, receivership, winding up, bankruptcy, entry into a scheme of arrangement with creditors, or any equivalent process under applicable law.

Legacy Ingestion means the optional one off ingestion of your existing closed matter archive (digital and, where applicable, physical) into Compliance Studio, scoped and priced at activation as set out in clause 7.

LEAP Agreement means the LEAP General Terms and Conditions under which you are supplied with the LEAP Legal Practice Productivity Solution, as amended from time to time.

LEAP Term means the Initial LEAP Term or any LEAP Renewal Term, each as defined in the LEAP Agreement.

Order Form means the LEAP Order Form, LEAP Renewal Order Form, or any File Republic order form supplied through LEAP, on which Compliance Studio is activated for your firm.

Physical File Management Fee means the per matter fee for managing physical files associated with a closed matter, set out on your Order Form, charged on receipt of those files.

Product Description means the description of Compliance Studio features and inclusions published at the Compliance Studio Terms link referenced on your Order Form, as updated from time to time.

Retention Period means the period for which a Closed Matter is retained in Compliance Studio before destruction, being seven (7) years from matter completion by default, or such other period as you configure or as required by law.

You and Your mean the client detailed on the Order Form.

Your Records means the closed matter documents, data and records that you ingest into, or that are ingested on your behalf into, Compliance Studio, including any physical files lodged with File Republic.

2. Commencement and Activation

(a)    Compliance Studio Digital is included with your LEAP subscription and is activated by default on the commencement date of your LEAP Term, unless you elect to opt out on the Order Form.

(b)    If you opt out of Compliance Studio Digital on the Order Form, it will not be activated and no Compliance Studio Disbursement will apply. You may activate Compliance Studio at any later time during the LEAP Term by contacting your LEAP account manager to confirm.

(c)    Compliance Studio Physical and Legacy Ingestion are optional services, activated only where you elect them. Bundle Studio is a separate solution. Whether Bundle Studio is included in your LEAP subscription is determined by LEAP and recorded on your Order Form. Where it is included, File Republic makes no separate charge to you for it unless your Order Form states otherwise.

(d)    These Terms run concurrently with your LEAP Term and any LEAP Renewal Term, subject to clause 17 (continuity of access and governance after the end of your LEAP subscription).

3. The Service

Compliance Studio Digital is a closed matter compliance service. On closure of a matter in LEAP, File Republic ingests the matter records and applies a governed retention and destruction lifecycle. Core inclusions are:

(a)    Automated ingestion of matter documents at closure via the LEAP API.

(b)    OCR processing so every document is fully searchable.

(c)    AI assisted identification of personal and sensitive information across content, with redaction or de-identification available.

(d)    Conversion to ISO 19005 PDF/A archival format.

(e)    Cryptographic sealing and tamper evident certification of ingested records.

(f)     Metadata preservation with a trusted timestamp.

(g)    Role based access controls and a full audit trail of every access and action.

(h)    Configurable retention scheduling, defaulting to seven (7) years from matter completion.

(i)      Identification of records reaching the end of their Retention Period, defensible destruction in accordance with clause 9, and a certificate of destruction.

(j)      Hosting in File Republic’s Australian (AWS Sydney) region.

(k)    Support for subject access requests and access controls consistent with the Australian Privacy Principles.

Where physical files exist for a matter, Compliance Studio Physical provides collection in accordance with clause 8, secure storage, cataloguing, front cover scan at intake, barcoding and location tracking, retrieval, scan on demand, a full activity log, and defensible destruction at the end of the Retention Period.

Bundle Studio is a separate legal productivity solution and is not part of the Compliance Studio closed matter lifecycle. It enables your firm to create, manage and prepare court ready and matter ready bundles. Where Bundle Studio is included in your LEAP subscription or activated on your Order Form, your use of Bundle Studio is governed by these Terms.

Each Compliance Studio Disbursement is raised when a matter is opened and is designed to be recovered from your client before the matter closes. The governance of the Closed Matter is then delivered when the matter is closed, regardless of how quickly the matter closes after opening. Clause 5 sets out what each Disbursement prepays.

The current Product Description sets out the full feature list and is published at the Compliance Studio Terms link referenced on your Order Form. File Republic may improve or vary the features of Compliance Studio from time to time without notice, provided that it does not materially reduce the core inclusions during the LEAP Term.

4. Disbursements and Cost Recovery

(a)    A Compliance Studio Disbursement applies for each new matter, charged at the time the matter is opened, at the rate set out on your Order Form.

(b)    The Disbursement is recorded to your client ledger in LEAP at matter opening under the description “Matter Privacy and Security” (or a similar agreed description), so that you may recover it from your client as a disbursement in the ordinary way. File Republic invoices the Disbursement on the next billing cycle, in advance of and independently of the matter closing.

(c)    Where you have physical files for a matter, a Physical File Management Fee applies on receipt of those files, at the rate set out on your Order Form. Whether you recover this fee from your client, and how, is a decision for you. Physical file management is optional and is not required for Compliance Studio Digital to operate.

(d)    Where a matter is opened in error, or does not proceed and is clearly marked as “Not Proceeding” in LEAP in accordance with File Republic’s requirements, you may request a credit or reversal of the related Disbursement. Requests must be lodged via the File Republic platform within three (3) months of the matter creation date. File Republic may accept, partially accept or reject a request acting reasonably. Credits applied to your account are non transferable, non refundable, and expire if unused within twelve (12) months.

(e)    You are responsible for disclosing and accounting for each disbursement to your own client in accordance with your professional costs disclosure and billing obligations. File Republic does not provide legal advice on the recovery or disclosure of disbursements, and you must satisfy yourself that recovery is appropriate in each matter. Where a disbursement cannot be recovered from a client, it remains payable by you to File Republic.

5. Prepayment and Continued Governance

(a)    Each Compliance Studio Disbursement, once paid, prepays in full the governance of the related Closed Matter for its entire Retention Period, including ingestion, storage, hosting, access, audit trail, and defensible destruction at the end of the Retention Period. No further File Republic charge applies to that matter, except where you extend its retention or do not action its destruction at the end of the Retention Period, in which case clause 9 applies.

(b)    Each Physical File Management Fee, once paid, prepays in full the management of the related physical files for the Retention Period, including storage and defensible destruction at the end of the Retention Period. Retrievals, scan on demand and document inserts remain subject to clause 8, and storage beyond the Retention Period is dealt with in clause 9.

(c)    This prepaid governance survives the end of these Terms, the end of your LEAP subscription, and any non renewal, as set out in clause 17.

6. Invoicing, Payment and Credit Terms

(a)    Compliance Studio is billed bi-monthly. The amount payable in each billing period is the total of all Compliance Studio Disbursements raised on matters opened in that period, plus any Physical File Management Fees, Legacy Ingestion amounts and other charges under these Terms, plus GST.

(b)    Where your Order Form specifies a minimum monthly amount, for example where a physical legacy collection is taken, the amount payable for a billing period is the greater of that minimum monthly amount and the total of the charges otherwise payable for that period, plus GST.

(c)    Because the amount varies with the number of matters processed, the monthly amount is not a fixed sum. By signing the Direct Debit Request you authorise File Republic to debit the variable monthly amount shown on each invoice.

(d)    File Republic will issue you a tax invoice for each billing period and will debit the invoiced amount by Direct Debit using a transaction agent nominated by File Republic, in accordance with the Direct Debit Request Service Agreement. You must ensure sufficient funds are available at each due date and notify File Republic promptly if your payment details change.

(e)    If an amount is not received within thirty (30) days of becoming due and payable, File Republic may, at its discretion and without limiting its other rights, suspend access to Compliance Studio until the amount is paid in full, having first given you notice. While any amount is overdue, File Republic may also exercise a general lien over Your Records in its possession, custody or control until all overdue amounts are paid in full.

(f)     Overdue amounts may, at File Republic’s discretion, bear interest at the rate of ten per cent (10%) per annum, accruing daily until paid. A dishonour or returned payment fee may be charged for each failed Direct Debit transaction. If a Direct Debit transaction fails for three (3) or more months (whether consecutive or not), all invoiced amounts outstanding become immediately due and payable. If any debt is referred to a collection agency or solicitors for recovery, you are liable for File Republic’s reasonable costs of recovery on a full indemnity basis.

(g)    All amounts are exclusive of GST unless otherwise stated. GST is payable in addition as set out on your Order Form and invoices.

7. Legacy Ingestion

(a)    Legacy Ingestion is optional and applies only where you activate it at onboarding or later during the LEAP Term. Digital Legacy Ingestion covers your existing closed digital matters. Physical Legacy Ingestion covers your existing closed paper files and is scoped per project at activation based on box and file volumes, archive condition and access logistics. Legacy Ingestion and the ongoing storage of legacy records are governed by this clause 7, which prevails over clause 5 to the extent of any inconsistency in respect of legacy records.

(b)    Each Legacy Ingestion fee, digital and where applicable physical, is confirmed at activation and, once confirmed, is fixed. You choose at activation how to pay it: as a one off fee at activation; in equal monthly instalments over an agreed period; or through an elevated per matter rate during an onboarding period, which reverts to the standard per matter rate once the fee is fully recovered. Your chosen method and the amounts are set out on your Order Form.

(c)    Once Digital Legacy Ingestion has been performed, the digital legacy records are stored, governed and destroyed at the end of their retention at no additional charge while you maintain an active LEAP subscription with Compliance Studio activated, or a direct agreement with File Republic, and your account remains an Active Account.

(d)    Where a physical legacy collection is performed, your Order Form sets a minimum for it, being either a minimum monthly amount or a minimum new matter volume. Once the collection is ingested, File Republic stores, governs and destroys the physical legacy records at no additional charge while you maintain an active LEAP subscription with Compliance Studio activated, or a direct agreement with File Republic, keep an Active Account, and meet the agreed minimum. If the minimum is not met, File Republic may charge for ongoing storage at the per box rate published in its Supply and Support Terms and Conditions at that time, running from the date the minimum is not met until the minimum is met again or the records are destroyed or removed. As an alternative to ongoing storage charges, you may instruct File Republic in writing to destroy the physical legacy records (clause 9(d) applies) or to permanently remove and return them to you, in each case at your cost at the rates published in File Republic’s Supply and Support Terms and Conditions at that time.

(e)    Where a Legacy Ingestion fee is being paid by monthly instalments or recovered through an elevated per matter rate, and these Terms or your LEAP subscription end before that fee has been fully paid, the unrecovered balance remains payable by you at exit. This obligation survives the end of these Terms and the end of your LEAP subscription, however arising.

8. Fair Use, Physical Services and Free Services

The following applies where you use Compliance Studio Physical or other included services. File Republic may charge additional fees at its then current rates where your usage materially exceeds these parameters or is otherwise unreasonable having regard to industry practice.

(a)    Collections. File Republic will allocate a collection driver or courier service to attend your premises on a scheduled basis (typically monthly) and will provide you with a schedule of collection dates. Additional or unscheduled collections may incur extra fees.

(b)    Box volumes. The total lodgement of paper based records must not exceed a total number of standard archive boxes equivalent to the total number of matters disbursed, unless otherwise agreed.

(c)    Scan on demand. You may request digital PDF copies of any paper based record held by File Republic via the File Republic platform. As a guideline, if total scan requests exceed ten per cent (10%) of your total archived holdings per annum, File Republic may treat the usage as excessive and apply additional charges.

(d)    Physical retrievals. You may request physical retrievals of records, subject to standard courier and handling fees at File Republic’s then current rates.

(e)    Document inserts. You may add documents to existing stored files using barcoded instruction sheets generated via the platform. Additional charges may apply where a single insert exceeds two centimetres (2 cm) in thickness or where volume or frequency materially exceeds reasonable operational limits.

(f)     Other records. You may send non matter paper based records (for example administrative files) to File Republic, which will be managed within reasonable limits, provided they are appropriately labelled.

(g)    Wills and estate planning records. Where you use Compliance Studio Physical, you may lodge original Wills, Enduring Powers of Attorney and similar estate planning documents for safe custody storage in an environmentally controlled facility. Ongoing safe custody storage is provided at no additional charge while you maintain an active LEAP subscription with Compliance Studio activated, or a direct agreement with File Republic, and your account remains an Active Account. Where you no longer hold such an agreement, File Republic may, on thirty (30) days written notice, charge for ongoing safe custody storage at its then current standard rates, agree a separate storage arrangement with you, or arrange return of the documents to you at your cost. You must clearly mark and notify File Republic in writing of any documents requiring safe custody storage, and File Republic is not liable for any failure to apply safe custody protocols where documents were not properly identified.

(h)    Bundle Studio. Where Bundle Studio is included in your LEAP subscription or activated on your Order Form, File Republic makes no separate charge to you for it unless your Order Form states otherwise.

9. Retention and Destruction

(a)    Each Closed Matter is retained for the Retention Period applicable to that matter. The default Retention Period is seven (7) years from matter completion, configurable by you where a different period applies.

(b)    As records reach the end of their Retention Period, they are identified and listed for your review and approval via the File Republic platform. On your approval, the records are destroyed in a defensible manner (which may include redaction, shredding, pulping, degaussing or secure disk and memory scrubbing depending on the nature of the record), and a certificate of destruction is issued and retained in the audit trail.

(c)    You are responsible for setting and reviewing retention parameters appropriate to each matter and to your regulatory obligations, and for actioning destruction approvals. File Republic applies the parameters you configure and does not determine the correct retention period for your matters. Where a record has reached the end of its Retention Period and been presented to you for destruction but is not destroyed because you have not actioned the approval, have marked it “Do Not Destroy”, or have extended its retention, File Republic may charge for ongoing storage of that record at the rate published in File Republic’s Supply and Support Terms and Conditions at that time, from the end of the Retention Period until the record is destroyed.

(d)    File Republic destroys records only on your instruction. You are responsible for identifying any legal hold, litigation, complaint, investigation, regulatory requirement or other reason to suspend or defer destruction of a record before you approve its destruction. To the maximum extent permitted by law, File Republic is not liable for any loss arising from the destruction of a record carried out in accordance with your approval.

10. Data, Security and Privacy

(a)    Your Records remain your property. File Republic acquires no right, title or interest in Your Records other than a limited, non exclusive right to host, handle and process them solely to provide Compliance Studio.

(b)    Your digital records are hosted in File Republic’s Australian (AWS Sydney) region. Physical records are stored in secure facilities operated by File Republic’s nominated storage providers.

(c)    File Republic will keep Your Records and account details confidential and will use them only to provide Compliance Studio or as required by law. File Republic is bound by the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of personal information it handles in connection with Compliance Studio.

(d)    If File Republic becomes aware of unauthorised access to, disclosure of, or loss of personal information within Your Records that is likely to result in serious harm, File Republic will take reasonable steps to investigate and will notify you so that you can assess your notifiable data breach obligations under the Privacy Act 1988 (Cth).

(e)    You are responsible for ensuring that you have the necessary rights and authority to ingest Your Records into Compliance Studio, and that doing so does not breach any law or obligation owed to a third party.

11. Support

(a)    Support for Compliance Studio is provided through the LEAP helpdesk in the first instance. Queries that cannot be resolved by LEAP are escalated to File Republic, and File Republic will respond directly where appropriate.

(b)    You may also access File Republic training materials and the File Republic help desk for technical support relating to the File Republic platform.

12. Your Responsibilities

(a)    You are responsible for your users’ compliance with these Terms and for use of Compliance Studio through your account.

(b)    You must use reasonable endeavours to prevent unauthorised access to Compliance Studio and must notify File Republic promptly of any suspected or actual unauthorised access or security incident affecting your account.

(c)    Where File Republic provides onboarding or transition assistance, you must ensure a suitably informed person is available to support that work. Delays or additional costs caused by your failure to meet File Republic’s reasonable system, site readiness or data format requirements may be charged at File Republic’s then current rates.

(d)    Document ingestion from LEAP is limited to documents saved within the matter Correspondence section. Documents not saved within that section will not be ingested unless saved to the Correspondence section, and File Republic is not responsible for ingestion failures resulting from third party system configurations, document formats or other limitations outside its control.

13. Acknowledgements and Warranties

(a)    Compliance Studio is provided on an “as is” and “as available” basis. Except for non excludable rights under the Australian Consumer Law and other applicable law, and to the maximum extent permitted by law, File Republic disclaims all other warranties, whether express or implied, including any implied warranty of fitness for a particular purpose.

(b)    Compliance Studio supports your compliance, retention and governance obligations but does not constitute legal, regulatory or professional advice. You remain responsible for determining and meeting your own obligations, including under the Australian Privacy Principles, applicable legal profession rules, and anti money laundering and counter terrorism financing laws.

(c)    File Republic does not warrant that Compliance Studio will be uninterrupted or error free. Compliance Studio relies on the internet, telecommunications services, cloud infrastructure and other third party systems, and File Republic is not responsible for delay, degradation or failure attributable to those third party systems or to connectivity at your premises.

(d)    File Republic is not an insurer. Any insurance against damage or loss to Your Records must be maintained by you at your own cost. The charges under these Terms are not related to the value of Your Records.

(e)    You warrant that you are the owner or lawful custodian of Your Records, or otherwise have full authority to lodge them with File Republic and to give instructions in relation to them, and that you will not deliver to File Republic any materials that are illegal, hazardous, dangerous or otherwise unsafe.

14. Indemnity

You indemnify File Republic and its officers, employees, contractors and agents against all actions, claims, proceedings, liabilities, losses, damages, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with: the storage, scanning, retrieval, carriage or destruction of Your Records in accordance with your instructions; any breach of these Terms by you; any negligence, wilful misconduct or unlawful act by you or your personnel; or any claim by a third party in relation to Your Records, except to the extent caused by File Republic’s breach of these Terms or its negligence.

15. Limitation of Liability

(a)    To the maximum extent permitted by law, File Republic is not liable to you, whether in contract, negligence or otherwise, for any indirect or consequential loss, loss of profits, loss of revenue, loss of business opportunity, or loss of or damage to data.

(b)    To the maximum extent permitted by law, File Republic’s aggregate liability to you for all claims arising out of or in connection with Compliance Studio, whether in contract, tort (including negligence), equity, under statute or otherwise, is limited to the lesser of your actual direct loss or damage, and the total Disbursements and fees paid by you to File Republic in respect of Compliance Studio during the twelve (12) month period immediately preceding the date on which the relevant claim first arose.

(c)    File Republic’s maximum liability for loss of, damage to, or destruction of physical records (including during transit, storage, scanning or destruction) is limited to AUD $2.00 per archive box or AUD $0.20 per file, whichever is less. File Republic’s total aggregate liability for loss of, or damage to, tangible property other than Your Records will not in any circumstances exceed AUD $10,000.

(d)    Where the Australian Consumer Law applies, File Republic’s liability for failure to comply with a consumer guarantee is limited, at File Republic’s option, to supplying the service again or paying the cost of having the service supplied again. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.

16. Term, Renewal and Termination

(a)    These Terms commence on activation of Compliance Studio. The term is aligned to your LEAP subscription: it runs for the remainder of your then current LEAP Term and renews automatically for each LEAP Renewal Term on the same date as your LEAP renewal, unless either party gives written notice of intention not to renew at least thirty (30) days before the end of the then current LEAP Term.

(b)    Either party may terminate these Terms immediately by written notice if the other party commits a material breach that is not remedied within thirty (30) days of written notice, commits a material breach incapable of remedy, or becomes subject to an Insolvency Event.

(c)    If your LEAP subscription ends for any reason, no new matters will be ingested through LEAP and no new Compliance Studio Disbursements will arise through LEAP from that date. Clause 17 then applies to all matters already governed by Compliance Studio.

(d)    Any change to the Compliance Studio Disbursement or other fees will take effect from the start of a LEAP Renewal Term, aligned to your LEAP renewal cycle, with reasonable prior notice.

17. Continuity of Access and Governance after the End of Your LEAP Subscription

(a)    Because each Disbursement prepays the governance of the related matter in full under clause 5, the end of your LEAP subscription does not affect your matters already governed by Compliance Studio. All Closed Matters and physical files for which a Disbursement or Physical File Management Fee has been paid continue to be stored, governed, accessible to you, and destroyed at the end of their Retention Periods, at no further charge.

(b)    On notification from LEAP that your LEAP subscription has ended, File Republic will contact you and the parties will execute an amendment or replacement agreement recording the supply as a direct arrangement between you and File Republic, on terms substantially consistent with these Terms. Your continued access and the prepaid governance under clause 5 do not depend on that amendment being executed, but billing arrangements for any new or optional services do.

(c)    Under the direct arrangement you may, by agreement with File Republic, continue to ingest new matters, order retrievals, scan on demand and other services, and use Bundle Studio, at File Republic’s then current rates.

(d)    Any unrecovered Legacy Ingestion balance is payable in accordance with clause 7(e). Any amounts invoiced and unpaid at the date your LEAP subscription ends remain payable, and File Republic’s rights under clause 6 (including suspension and lien) continue to apply to unpaid amounts.

(e)    You may at any time extract Your Records or instruct File Republic to return them to you or a nominated third party, at your cost for any retrieval, preparation and transport charges at File Republic’s then current rates. On extraction with written instructions to cease governance, File Republic will destroy or de-identify remaining copies, except to the extent it is required or permitted by law to retain them.

18. Insolvency and Abandonment

(a)    On an Insolvency Event affecting you, File Republic may suspend services, declare all outstanding amounts immediately due and payable, and exercise its lien over Your Records. File Republic will comply with instructions from a duly appointed insolvency practitioner only once all outstanding charges are paid and the practitioner accepts liability in writing for ongoing storage, retrieval, transport or destruction costs.

(b)    If no written instructions regarding Your Records are received within thirty (30) days of File Republic notifying the insolvency practitioner, Your Records may be deemed abandoned and File Republic is authorised to securely destroy them where lawful. You, or your estate or liquidator, remain liable for all related storage, handling and destruction costs.

19. Change of Ownership

(a)    If you sell, transfer or otherwise dispose of your practice, or there is a change in the ownership or control of your practice, you must notify File Republic in writing before completion. File Republic treats these Terms as automatically transferable, and all rights, obligations and commitments under them transfer to the new owner, who is bound by these Terms in your place.

(b)    On a change of ownership, you and the new owner must each sign File Republic’s change of details form to record the transfer. File Republic may require the signed change of details form as a condition of continued supply to the new owner.

(c)    You must inform the new owner, before completion, of these Terms and of all outstanding commitments under them, including any minimum, any unrecovered Legacy Ingestion balance, and any outstanding amounts. Until the change of details form is signed by you, the new owner and File Republic, you remain liable for all amounts and obligations under these Terms.

20. Relationship with the LEAP Agreement, Standard Terms and Order of Precedence

Compliance Studio is supplied by File Republic as a Companion Product alongside your LEAP subscription. The LEAP Agreement governs your LEAP subscription. These Terms govern the supply of Compliance Studio and are aligned to the LEAP Agreement on term, renewal and termination so that the two operate together. Nothing in these Terms varies the LEAP Agreement.

For the supply of Compliance Studio, if there is any inconsistency between the documents, the order of priority is as follows, and the conflicting provision in the document lower in the order is read down to the extent necessary:

(a)    the executed Order Form;

(b)    these Terms (the LEAP specific Compliance Studio terms);

(c)    File Republic’s Standard Terms, for any matter not addressed above;

(d)    any other document executed by the parties concerning the supply of Compliance Studio.

Where the Standard Terms apply, they are read with the following adjustments: references to the Fixed Minimum Monthly Amount (FMMA), Average Annual Throughput (AAT), Contract Term, File Republic Renewal and related minimum commitment provisions do not apply, except to the extent a minimum monthly amount or a minimum volume is expressly stated on your Order Form, for example where a physical legacy collection is taken; references to an Active Account are read as references to an Active Account as defined in these Terms; and references to termination, disengagement and renewal are read subject to clauses 16 and 17 of these Terms. Where you use Compliance Studio Physical or a physical legacy collection is performed, the provisions of the Standard Terms dealing with the collection, storage, transit, retrieval, insurance, lien and destruction of physical records continue to apply, except to the extent these Terms address the same matter.

21. Changes to these Terms

(a)    File Republic may modify these Terms from time to time for operational, legal, regulatory or service reasons by publishing a revised version at the Compliance Studio Terms link referenced on your Order Form.

(b)    File Republic will provide reasonable notice of any material change, and at least thirty (30) days’ notice of a change likely to materially disadvantage you. If a material change adversely affects your rights, you may elect not to renew. Continued use of Compliance Studio after the effective date of a change constitutes acceptance of the change.

(c)    If you do not accept a change that materially disadvantages you, you may give written notice not to renew, and either party may terminate these Terms. On termination, all fees already invoiced or accrued, any unrecovered Legacy Ingestion balance, and storage of records still held until they are destroyed or removed, remain payable. New matters will not be ingested after termination, and clause 17 applies to matters already governed by Compliance Studio.

22. Force Majeure

File Republic is not liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including natural disaster, epidemic or pandemic, war or civil commotion, industrial action, power, utility or telecommunications failure, failure of transport networks or key suppliers (including storage and logistics providers), or government restrictions. File Republic’s obligations are suspended for the duration of the event and for such additional time as is reasonably required to resume performance.

23. Dispute Resolution

(a)    Any dispute arising from or in connection with these Terms may be initiated by either party serving written notice on the other identifying the nature of the dispute.

(b)    Within fourteen (14) days of the notice, authorised representatives of you and File Republic will meet, in person or by conference, to attempt to resolve the dispute. If it remains unresolved, the parties will enter into mediation in good faith before commencing legal proceedings.

24. Governing Law

These Terms are governed by the laws in force in New South Wales, Australia, and each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them.

25. Entire Agreement

These Terms, together with the Order Form, the Standard Terms to the extent applied by clause 20, and the LEAP Agreement, constitute the entire understanding between you and File Republic concerning Compliance Studio and supersede all prior negotiations, agreements or understandings, whether written or oral, concerning its subject matter.