File Republic Australia – Supply and Support Terms & Conditions

Effective Date and Incorporation

These Supply and Support Terms and Conditions (“Terms”) apply to all products and services (“Products and Services”) supplied by Fileman Pty Ltd (ACN 117 675 779), trading as File Republic (“File Republic”, “We”, “Us”, “Our”) to the client named on the applicable order form, proposal, quotation or agreement (“You”, “Your”, “the Client”).

These Terms are incorporated by reference into, and form part of, every Order Form, Proposal, quotation, renewal or written acceptance (including by email) issued by File Republic. By signing or otherwise accepting an Order Form, Proposal, quotation or agreement, You acknowledge that You have read, understood and accepted these Terms.

File Republic may update or vary these Terms for operational, legal, regulatory or service reasons by giving You not less than thirty (30) days’ written notice. Continued use of the Products and Services after the expiry of that notice period will constitute Your acceptance of the updated Terms.

To the extent of any inconsistency, these Terms supersede and replace all prior versions previously issued or published by File Republic.

Parties

These Terms govern the provision of Products and Services by Fileman Pty Ltd (ACN 117 675 779), trading as File Republic, of Suite 205, 14 Bruce Avenue, Paradise Point QLD 4216, Australia, including its officers, directors, employees, contractors, successors, related bodies corporate (as defined in the Corporations Act 2001 (Cth)) and permitted assignees (collectively “File Republic”), to the person, firm or company named on the applicable Order Form or Proposal (“You”, “Your”, “the Client”).

1. Definitions

In these Terms, unless the context otherwise requires:

“Active Account” means Your account is fully up to date with all amounts payable under this Agreement, including all Fixed Minimum Monthly Amount (FMMA) obligations, and remains within File Republic’s standard trading terms at all times. An account is not Active if any invoice remains unpaid beyond agreed trading terms, if any Direct Debit attempts fail, or if the FMMA is not met in any billing period.

“Ad hoc adjustments” means changes to underlying provider, supplier or third-party costs incurred by File Republic that may be passed on to You, subject to File Republic giving You at least twenty-eight (28) days’ written notice of the adjustment.

“Bundle” or “Electronic Bundle” means a structured, court-ready or client-ready document package generated using File Republic’s Bundle Studio or equivalent software. A Bundle typically includes a cover page, index, paginated documents, hyperlinks, OCR text layers, secure PDF output and any required compliance seals, which may be used for court filings, client briefings or internal reviews.

“Client Records” means all paper-based and/or electronic documents, files, data, media or other materials supplied to File Republic by You or collected by File Republic at Your request in connection with the Products and Services, including all records stored, processed, scanned, hosted or destroyed under this Agreement.

“Contract Assignment” means written confirmation provided to File Republic by all relevant parties in relation to any merger, de-merger, sale, acquisition, restructure or similar transaction involving Your practice, which may impact this Agreement, the Client Records or the Products and Services.

“Contract Term” means the fixed term commencing on the date specified in Your Order Form or Agreement and continuing for a period of thirty-six (36) months, with automatic renewal for subsequent periods of thirty-six (36) months, unless terminated in accordance with these Terms.

“Contract Variations” means all changes to Products and Services, sales orders, package configurations, inclusions, exclusions, commercial terms or bespoke customisations agreed between You and File Republic. Any Contract Variation must be recorded in a written variation or addendum signed by You and accepted by File Republic.

“CPI” means the Consumer Price Index as published by the Australian Bureau of Statistics for the twelve (12) month period immediately prior to any Price Increase.

“Entire Agreement” means collectively: the Order Form or Agreement, these Terms, any Addendums or Contract Variations, any direct debit authority, and any documents specifically incorporated by reference.

“File Management” includes the complete range of services provided under Your agreed package for each matter. These services may include file collection, data integration, front cover scanning of paper files, cataloguing, data uploading, data processing, secure storage, secure destruction of documents and the creation of electronic bundles.

“Fixed Minimum Monthly Amount” or “FMMA” means the minimum monthly financial commitment payable by You to File Republic for the duration of the initial thirty-six (36) month Contract Term and for any renewal terms, unless otherwise expressly agreed in writing by both parties. The FMMA reflects File Republic’s upfront and ongoing operational costs, including Uplift and Audit, storage, digital platform hosting, third-party infrastructure, support, training and other inclusive services provided under this Agreement. The FMMA is a minimum financial commitment and:

• is not reduced as a result of fluctuations in the number of matters opened or disbursed;

• is not affected by changes in Your internal file-opening practices, seasonal variations or periods of reduced usage; and

• is not deemed to be satisfied or extinguished merely because any projected or estimated matter volumes or monetary thresholds may have been reached.

“File Republic Renewal” means any subsequent thirty-six (36) month Contract Term which commences automatically at the end of the preceding Term unless properly terminated in accordance with these Terms.

“File Republic” means Fileman Pty Ltd (ACN 117 675 779), trading as File Republic, and its related bodies corporate.

“Major Problem” means that the Software will not start, or no authorised users are able to log in or access the Software.

“Material Changes” means any changes to these Terms or the Agreement that materially and adversely affect the Client’s rights, obligations, pricing structure, included services or termination provisions.

“Monthly Amount” means the monthly amount paid by You for the Products and Services ordered, which may include (without limitation):

• continuous research, development and improvement of the Software and related services;

• collection, processing, indexing, storing and destroying of pre-File Republic files and data;

• hosting of Your data and documents on servers nominated by File Republic;

• a Client access licence 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 (such as PDF) for retrieval and viewing;

• secure destruction of Client Records (including redaction, shredding and/or disk and memory scrubbing);

• a pre-approved credit period for disbursements (typically up to sixty (60) days);

• access to training materials for staff and lawyers; and

• access to the File Republic help desk for technical support.

“Pre-File Republic digital matters” means legacy closed digital client records collected and ingested by File Republic as part of the initial Uplift and Audit process, which are stored and destroyed at no additional charge while Your account remains Active and compliant with FMMA or AAT obligations.

“Pre-File Republic boxes” means the legacy physical client records collected from You for audit and uplift, which are stored and destroyed at no additional charge while Your account remains Active and compliant with FMMA or AAT obligations.

“Price Increases” means automatic CPI-linked adjustments that apply upon each File Republic Renewal unless otherwise agreed in writing.

“Products and Services” includes, without limitation, Privacy, Compliance Studio Digital & Compliance Studio Physical, Power & Bundle Studio packages (previously known as OnePrice, Standard, Hybrid, Premium, Security, BundlePro, LegalStore or FileMan). 

“Safe Custody Storage – Wills/POA” means the secure, long-term storage of original estate planning documents (including Wills, Enduring Powers of Attorney and Advance Care Directives) in an environmentally controlled facility.

This includes:

(a) seven (7) years of storage of the matter folder and file notes as part of standard File Management disbursements or onboarding services, and

(b) ongoing Safe Custody Storage of the original documents beyond seven (7) years at no additional charge while Your File Republic account remains Active and compliant with FMMA or AAT obligations.

It is the Client’s responsibility to notify File Republic in writing of any documents requiring Safe Custody Storage and to ensure such documents are clearly marked.

“Software” means the File Republic web application, website, related services, APIs, third-party integrations and any partner software used to provide the Products and Services.

“Term” means each recurring thirty-six (36) month period during which the Software and Services are made available to You under this Agreement, including any renewals.

“Uplift and Audit” means the one-time process by which File Republic collects, barcodes, front-cover scans, OCR processes, ingests and catalogues legacy physical or digital Client Records (Pre-File Republic Records), including metadata capture, indexing and secure upload to the relevant File Republic platform for long-term storage and compliance.

“You” and “Your” mean the client detailed on the Order Form or Agreement.

2. Disbursements

After the installation date and commencement of Services, File Republic will create a “File Management” disbursement for each new matter generated in Your practice management software (PMS) or equivalent system. All matters opened, whether electronic or physical, will be invoiced under this disbursement model, except for those clearly marked as “Not Proceeding” in accordance with File Republic’s requirements. Internal PMS controls such as “No Physical File” are expressly superseded by this clause for the purposes of disbursement generation.

For paper-based Client Records, the disbursement includes:

• collection of the Client Records from Your office or nominated location;

• cataloguing of each file and front-cover scanning to capture key metadata;

• OCR processing where required;

• conversion of the scanned record to a legally acceptable electronic output;

• seven (7) years’ secure storage of the Client Records; and

• compliant destruction (which may include redaction, shredding and/or secure disk or memory scrubbing) once retention periods expire and/or on Your authorised instruction.

There is no specific limitation to the number of Client Records or documents that may be stored per matter under this disbursement, provided usage remains within the Acceptable Use Policy.

For electronic Client Records, the disbursement includes:

• transfer of all documents and data associated with the new matter into the File Republic platform;

• OCR processing where required;

• conversion to an appropriate legal output;

• secure hosting and storage for a minimum of seven (7) years; and

• compliant digital destruction (including redaction or disk and memory scrubbing) in accordance with agreed retention and destruction instructions.

Disbursements may incorporate costs already incurred or amortised by File Republic, including but not limited to licensing, training, transition, delivery, third-party charges and storage. For the purposes of this Agreement, disbursements are deemed to be eighty-five per cent (85%) complete upon invoice creation and are payable in full in accordance with these Terms.

All disbursements are due and payable within twenty-eight (28) days end of month from the date of the relevant invoice issued by File Republic. All disbursements are subject to Price Increases and/or Ad hoc adjustments in accordance with these Terms.

3. Invoicing

All File Republic invoices will be sent by email to the address disclosed on the File Republic Order Form or such other email address as You may specify in writing from time to time. Invoices are payable within the period specified on the invoice, subject to these Terms.

File Republic reserves the right to:

• obtain a credit report from credit reporting bodies or other credit providers;

• obtain information from other credit providers for the purpose of reviewing and assessing Your creditworthiness; and

• disclose to or discuss with any credit providers or credit reporting bodies any information maintained or in File Republic’s possession in relation to Your application, payment history and the administration of Your credit facilities.

The standard invoicing cycle is fortnightly. You may request a change to instant, daily, weekly or monthly invoicing by providing at least thirty (30) days’ written notice. File Republic may accept or reject such requests at its discretion.

Where the total monthly value of disbursements is less than the FMMA, and Your account remains an Active Account, File Republic may apply the shortfall between the disbursements and the FMMA as an account credit. All such credits are calculated on a pro-rata and cumulative basis.

Account credits are valid for twelve (12) months from the date the credit arises and must be utilised within that period. Any unused credits will automatically expire and be forfeited if not used within twelve (12) months from the date they arise.

You may request a credit and/or reversal from File Republic in relation to a particular matter or invoice. All requests must be lodged either in writing or via the File Republic website within three (3) months of

(a) the matter creation date as recognised in the Client data (for integrated clients), or (b) the invoice date (for non-integrated clients). File Republic may, in its sole discretion, accept, partially accept or reject such requests on a case-by-case basis.

4. Payments

Any additional matters invoiced above the FMMA or AAT are due and payable in accordance with their respective invoices and will be automatically included in the next scheduled monthly Direct Debit.

The FMMA and any AAT-related amounts are payable via Direct Debit only, using the transaction agent or payment facility nominated by File Republic from time to time. Alternative payment methods, such as payment by credit card, may be made available on request and may attract surcharges.

You agree to ensure that sufficient funds are available to meet the Direct Debit obligations at each due date. You must promptly notify File Republic of any change to Your nominated bank account or payment details.

5. Acceptable Use Policy

All-inclusive File Republic services are provided subject to this Acceptable Use Policy. File Republic reserves the right to charge additional fees where Your usage materially exceeds the thresholds or assumptions underlying Your selected package or is otherwise unreasonable having regard to industry practice and File Republic’s overall cost structure.

5.1 Uplift and Audit of Pre-File Republic Digital and Physical Records (if selected)

If selected in Your Order Form or Agreement, File Republic may provide a one-time, comprehensive Uplift and Audit of Your closed client files, securely transferring them into our platforms as follows.

(a) Physical Files (Storage), if selected:
Your closed paper-based Client Records will be securely transferred to a facility nominated by File Republic. The uplift includes barcoding, cataloguing, front cover scanning, OCR processing and digital upload into the relevant File Republic platform. Additional or ad-hoc physical collections beyond this initial uplift may incur charges at File Republic’s then-current rates.

(b) Digital Files (if selected):
Your legacy digital Client Records will be securely ingested into the relevant File Republic platform. The uplift includes secure data transfer, metadata extraction and preservation, conversion to PDF/A format where appropriate, OCR processing, indexing and upload. Additional or ad-hoc digital ingestions beyond the initial scope may incur charges.

5.2 Storage and Destruction

During the Term, and while Your account remains an Active Account, You may store Your Client Records with File Republic, and may instruct File Republic to destroy Client Records that are no longer required, in accordance with Your retention policies and applicable law. Unless otherwise agreed, a tentative destruction date is set seven (7) years forward from the initial collection date.

Destruction will be performed by or under the direction of File Republic using appropriate methods, which may include shredding, pulping, redaction, degaussing, or secure disk/memory scrubbing, depending on the nature of the record.

5.3 Document Inserts

During the Term, You may add documents or media to existing paper-based Client Records stored with File Republic by generating barcoded instruction sheets via the File Republic platform. These barcoded insert sheets must accompany the documents to be inserted and will normally be collected during scheduled pickups.

File Republic reserves the right to impose additional charges where any single document insert is considered excessive or exceeds two centimetres (2 cm) in thickness, or where the volume or frequency of inserts materially exceeds reasonable operational limits.

5.4 Online PDF Scan Requests

You may request digital PDF copies of any paper-based Client Record held by File Republic by submitting a scan request via the File Republic platform. Reasonable volumes of scan requests may be included within Your package, subject to this Acceptable Use Policy.

As a guideline, if the total number of PDF scan requests exceeds ten per cent (10%) of the total archived Client Records held per annum, File Republic may deem this usage excessive and apply additional charges in accordance with its standard rates.

5.5 Scheduled Collections

File Republic will allocate, where applicable, a collection driver or courier service to attend Your premises on a scheduled basis (typically monthly) during the Term and provide You with an annual schedule of collection dates. Additional or unscheduled collections requested by You may incur extra fees.

5.6 Matters in Progress

Paper-based client files classified as “Matters in Progress” (that is, matters opened within the three (3) months immediately prior to Your File Republic Term commencement date) may be included in Your initial Uplift and Audit programme. These files will usually be collected progressively as they close, in line with Your scheduled monthly collection dates.

5.7 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, those records 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 clearly marked as “Not Proceeding” on the front of the file and in Your practice management system or in any CSV file provided to File Republic. From time to time, File Republic may replace this treatment with an equivalent Free Service Allowance, at its discretion.

5.8 Other Records

During the Term, You may also send non-matter paper-based records (for example, administrative or back office files) to File Republic. Such records will be treated as though they were part of the initial Uplift and Audit, subject to them being appropriately labelled and within the bounds of this Acceptable Use Policy.

5.9 Box Volumes

The total lodgement of paper-based Client Records must not exceed a total number of archive boxes equivalent to the total number of matters disbursed, unless otherwise agreed. For the avoidance of doubt, standard archive boxes are measured at approximately 410 mm (length) x 315 mm (width) x 260 mm (height).

5.10 Retrieval Limits and Excess Usage

You may request an unlimited number of physical retrievals of Client Records, subject to standard courier and handling fees. Online PDF scan requests and Document Inserts are, however, limited to a reasonable number as defined by File Republic and supported by industry standards. If the combined total of Online PDF scan requests or Document Inserts exceeds ten per cent (10%) of the total archived holdings per annum, File Republic reserves the right to classify the usage as excessive and to charge additional fees accordingly.

5.11 Wills and Estate Planning Records

You may provide Wills, Enduring Powers of Attorney, Advance Care Directives and other estate planning documents to File Republic for Safe Custody Storage.

Matter folders and file notes associated with such estate planning matters will be stored for a minimum of seven (7) years as part of standard File Management or onboarding services.

Original documents will be securely stored in an environmentally controlled facility suitable for long-term retention. Ongoing Safe Custody Storage beyond seven (7) years is provided at no additional charge while Your File Republic account remains an Active Account and compliant with FMMA or AAT obligations.

It is Your responsibility to clearly mark and notify File Republic in writing of any Wills or estate planning documents requiring Safe Custody Storage. File Republic will not be liable for any failure to apply Safe Custody protocols where such documents were not properly identified or notified.

5.12 Bundle Creation

Where Your package includes free electronic bundle creation (including Bundle Studio or equivalent), such free bundle creation is subject to reasonable use limits unless otherwise specified in Your Order Form or a subsequent Addendum.

Unless otherwise stated, free bundle creation is limited to ten per cent (10%) of the total number of new matters opened per calendar month. Usage beyond this limit may incur additional charges in accordance with File Republic’s standard rates.

6. Credit Terms

All credits applied to Your account are non-transferable and non-refundable.

All prepayments are exclusive of Goods and Services Tax (GST) and represent an unsecured advancement to File Republic to be applied against disbursements for Products and Services provided by File Republic or its related entities.

If any amount due to File Republic (or to a third-party finance company used to fund payment of the FMMA) becomes overdue for any reason, File Republic may, without prejudice to any other rights, suspend all support, online services and access to the File Republic platform. File Republic may also exercise a general lien over the Client Records in its possession, custody or control until all overdue amounts are paid in full.

All overdue amounts may, at File Republic’s sole discretion, bear interest at the rate of ten per cent (10%) per annum, accruing daily until paid in full.

If a Direct Debit payment transaction fails for three (3) or more months (whether consecutive or not), then the greater of (a) the total outstanding FMMA for the remainder of the Term, and/or (b) the total invoiced amounts outstanding, will immediately become due and payable in full. File Republic may then suspend the provision of support, online services and access to the File Republic platform and may exercise a general lien over Your Client Records.

A dishonour or returned payment fee may be charged for each failed Direct Debit transaction.

If any debt is referred to a collection agency or solicitors for recovery, You will be liable for all reasonable costs, expenses and legal fees incurred by File Republic (on a full indemnity basis) in relation to the collection of that debt.

All prices and charges under this Agreement are exclusive of GST unless otherwise expressly stated. GST will be payable by You in addition to any amounts specified, in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

All outstanding charges must be paid in full prior to the removal of any records by You or on Your behalf from File Republic’s premises or from any facility under its control.

File Republic reserves the right to invoice for the balance of any AAT on agreements where the AAT has not been achieved over a continuous twelve (12) month period.

7. Onboarding

The scheduling of the initial Uplift and Audit is subject to the availability of File Republic’s staff, vehicles, contractors and storage capacity. While File Republic will use reasonable endeavours to meet any agreed indicative dates, it gives no absolute undertaking or guarantee regarding specific onboarding dates.

Any delays or additional costs incurred as a result of Your failure to comply with File Republic’s system requirements, site readiness requirements, data format requirements or other reasonable instructions may be charged to You at File Republic’s then-current rates.

8. Internet Speed and Third-Party Dependencies

The Products and Services rely on the internet, telecommunications services, cloud infrastructure providers and other third-party systems. You acknowledge that File Republic is not responsible for any delay, service degradation, data loss or failure caused by or attributable to:

• internet connectivity or bandwidth issues at Your premises;

• outages or incidents experienced by Your internet or telecommunications provider;

• outages or incidents experienced by File Republic’s nominated cloud hosting providers; or

• other third-party software, hardware or services outside File Republic’s reasonable control.

File Republic provides no guarantee that the Software or online services will be available continuously or without interruption.

9. Indemnity

You indemnify and agree to keep indemnified 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) incurred or suffered by File Republic arising out of or in connection with:

• the storage, scanning (including front-cover scanning), retrieval, carriage or destruction of Client Records in accordance with Your instructions;

• any breach of this Agreement by You;

• any negligence, wilful misconduct or unlawful act by You or Your officers, employees, contractors or agents; or

• any claim by a third party in relation to the Client Records, except to the extent caused by File Republic’s breach of this Agreement or its negligence.

10. Limitation of Liability

To the maximum extent permitted by law, File Republic will not be liable to You (whether in contract, tort including negligence, equity, under statute or otherwise) for:

• any errors in or omissions from the Products and Services;

• any unavailability, outage or interruption to the Products and Services;

• Your use or misuse of the Products and Services;

• any acts or omissions of third-party suppliers, carriers, couriers or hosting providers;

• delays or failures in performance that are beyond File Republic’s reasonable control; or

• any loss, damage or liability caused or contributed to by You.

To the maximum extent permitted by law, File Republic’s aggregate liability to You for all claims arising out of or in connection with this Agreement, whether arising 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 amount paid by You to File Republic for the Products and Services in the twelve (12) month period immediately preceding the date on which the relevant claim first arose.

File Republic’s maximum liability, if any, for loss of, damage to, or destruction of Client Records (including during transit, storage, scanning or destruction) is limited to AUD $2.00 per archive box or AUD $0.20 per file, whichever amount is less.

File Republic’s total aggregate liability for loss of, or damage to, tangible property (excluding Client Records) will not in any circumstances exceed AUD $10,000.

To the maximum extent permitted by law, File Republic will not be liable for any indirect, special, punitive or consequential loss or damage, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of contracts, business interruption, loss of or damage to goodwill, loss of data or any similar or analogous losses, whether arising under contract, statute, equity, tort (including negligence) or otherwise.

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on You by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted or modified by agreement. Where File Republic’s liability in respect of such a non-excludable guarantee, right or remedy may be limited, File Republic’s liability is limited, at its option, to:

• in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again; and

• in the case of goods, the replacement of the goods, the supply of equivalent goods, the repair of the goods or the payment of the cost of such replacement, supply or repair.

11. Client Acknowledgements and Warranties

You acknowledge and agree that:

• File Republic is not an insurer, and any insurance against damage or loss by fire, theft, water, vermin, mould, natural disaster or any other cause to the Client Records must be maintained by You at Your own cost. The charges payable under this Agreement are not related to the value of the Client Records or of any property of others stored at File Republic’s facilities.

• File Republic does not hold itself out to be and is not a common carrier and accepts no liability as a common carrier.

You warrant and undertake that:

• You are the owner or lawful custodian of the Client Records placed with File Republic or that You otherwise have full authority to store such material with File Republic and to give File Republic instructions in relation to those records;

• You will not store with or deliver to File Republic any goods or materials that are illegal, explosive, highly flammable, radioactive, toxic, corrosive, reactive, bio-hazardous, liable to attract vermin or insects, or otherwise unsafe or not fit for purpose, or any materials regulated as hazardous or dangerous goods under any applicable law;

• You will pay the charges for any services, including disbursements, in respect of matters that were created or requested in error or that are subsequently cancelled; and

• any information or representation made by You or on Your behalf (including by Your employees, agents and permitted assigns) to File Republic in connection with this Agreement is true, correct, complete and not misleading in any material respect.

To the extent the terms of this Agreement relate to Client Records that are in File Republic’s possession, custody or control, You acknowledge that Client Records are deemed to be in File Republic’s possession and control only when they are (a) in a vehicle operated by File Republic or its nominated carrier, or (b) within a facility operated or controlled by File Republic or its nominated storage provider.

You acknowledge that File Republic is not responsible or liable for the content of the Client Records and that File Republic will have no liability to You or any third party for the destruction of Client Records where such destruction is carried out in accordance with Your instructions, with the terms of this Agreement or with an applicable retention/destruction schedule agreed with You.

12. Force Majeure and Delay Beyond Our Control

File Republic will not be liable for any delay in performance, or any failure to perform its obligations under this Agreement, to the extent that such delay or failure is caused by or results from events, circumstances or causes beyond its reasonable control, including, but not limited to:

• acts of God, flood, fire, earthquake, storm or other natural disaster;

• epidemic or pandemic;

• war, invasion, acts of terrorism, riot or civil commotion;

• strikes, industrial disputes, lockouts or labour shortages;

• power failure, utility failure or telecommunications outage;

• failure of transport networks, supply chains or key suppliers (including storage and logistics providers); or

• government restrictions, public health orders, or any action taken by a governmental or public authority.

In such circumstances, File Republic’s obligations will be suspended for the duration of the event of force majeure and for such additional time as may reasonably be required to resume performance.

13. Insolvency and Abandonment of Client Records

13.1 Insolvency Event
An Insolvency Event includes liquidation, administration, receivership, winding up, or any equivalent process under applicable law. Upon an Insolvency Event, File Republic may immediately suspend all Services, declare all outstanding amounts (including FMMA, AAT, disbursements and any accrued charges) immediately due and payable, and rely on its lien over all Client Records.

13.2 Abandoned Client Records
If the Insolvency Practitioner does not provide written instructions regarding the Client Records within thirty (30) days of being notified, the Client Records will be deemed abandoned.

13.3 Destruction Authority
Where Client Records are deemed abandoned, File Republic is authorised to securely destroy the Client Records. The Client, or its estate/liquidator, remains liable for all storage, handling, retrieval, preparation and destruction costs. File Republic will not be liable for any loss caused by such destruction.

13.4 Instructions from Insolvency Practitioner
File Republic will comply with instructions from a duly appointed Insolvency Practitioner only after all outstanding charges are paid in full and the Insolvency Practitioner accepts liability for ongoing storage, retrieval, transport or destruction costs in writing.

13.5 Immediate End to Free Legacy Storage
Upon an Insolvency Event, all free storage of Pre-File Republic Boxes and Pre-File Republic Digital Matters immediately ceases. Standard storage rates apply from the date of the Insolvency Event, invoiced weekly or monthly at File Republic’s discretion.

13.6 No Requirement to Continue Services
File Republic is not required to continue providing any Services after an Insolvency Event and may suspend system access, collections, uplift activities and processing of new matters.

13.7 Early Destruction Timelines
File Republic may bring forward destruction deadlines upon abandonment or written authorisation from the Insolvency Practitioner, provided such destruction is lawful.

13.8 Indemnity
The Client, and subsequently its liquidator or administrator, indemnifies File Republic for all costs, losses and liabilities incurred in dealing with abandoned or uncollected Client Records.

14. Fitness for Purpose

File Republic does not represent or warrant that the Software or Products and Services are fit for any purpose other than the specific purposes for which they are supplied under this Agreement, and any implied warranties of fitness for purpose are, to the fullest extent permitted by law, excluded.

You are responsible for assessing whether the Products and Services are suitable for Your own operational, compliance and business requirements.

15. Termination

You may request to terminate this Agreement at any time after the commencement of the Term by providing at least ninety (90) days’ written notice to File Republic. Termination will take effect only once File Republic has confirmed acceptance of Your termination request and all amounts payable have been discharged in accordance with this clause.

Any termination is subject to You paying:

• all remaining FMMA or AAT commitments for the balance of the Term (whichever applies);

• all fees and charges for work performed prior to the termination date, including but not limited to transition costs from a previous supplier, system setup, integration, configuration, Uplift and Audit work and any onboarding-related costs; and

• the full disengagement process cost, which may include (without limitation):

• retrieval, scanning and logging of all files held in the File Republic system;

• labour to scan each barcode for all Pre-File Republic boxes and matters in progress (MIP files);

• return of all crates, bins, “blue tubs” or similar containers, or the costs of their replacement if not returned; and

• preparation and processing of pre-authorised destruction forms for disbursed files scheduled for destruction after the applicable retention periods (for example, seven (7) years).

On or before the termination date, all Client Records transitioned to File Republic must either:

• be permanently retrieved by You (or by a third party nominated by You) at Your own cost; or

• be brought under a new agreement with File Republic (or another provider) allowing continued management, storage and destruction of the disbursed files currently held.

File Republic reserves the right to retain possession of the Client Records until all outstanding amounts, including disengagement and retrieval charges, have been paid in full.

16. Privacy and Data Protection (Australia)

File Republic acknowledges that it is bound by the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in respect of any personal information it collects, holds, uses or discloses in connection with the Products and Services.

You acknowledge and agree that:

• You are primarily responsible for determining the purposes for which personal information in the Client Records is collected, used and disclosed, and for ensuring that such collection, use and disclosure complies with applicable privacy laws;

• File Republic will handle any personal information within the Client Records in accordance with Your reasonable written instructions, this Agreement, its own privacy policies and applicable law.

File Republic will take reasonable steps to protect personal information from misuse, interference, loss and from unauthorised access, modification or disclosure. File Republic utilises reputable third-party hosting providers (including cloud infrastructure such as Amazon Web Services) and storage providers (including physical storage and logistics providers) which may hold data within or outside Australia, subject to appropriate contractual or technical safeguards.

To the extent File Republic becomes aware of an unauthorised access, disclosure or loss of personal information that is likely to result in serious harm, File Republic will take reasonable steps to investigate and, where required, notify You so that You can assess any notifiable data breach obligations under the Privacy Act 1988 (Cth).

Upon termination of this Agreement, and subject to legal obligations regarding record retention, File Republic will, at Your cost and on Your written instructions, either:

• return Client Records containing personal information to You or to a third party nominated by You; or

• securely destroy or de-identify such personal information, except to the extent File Republic is required or permitted by law to retain copies.

17. Amendment of Terms

File Republic may update or vary these Terms and Conditions from time to time where required for operational, legal, compliance or service improvement reasons.

If a proposed change is likely to materially disadvantage You, File Republic will:

• provide at least thirty (30) days’ written notice of the change; and

• allow You to raise any concerns or, if necessary, request to terminate the Agreement prior to the variation taking effect, subject to any reasonable disengagement, FMMA or early termination costs in accordance with this Agreement.

Your continued use of the Products and Services beyond the notice period will be taken as Your acceptance of the updated Terms.

The most current version of these Terms will be made available at a File Republic website URL notified to You.

18. Secure Storage of Records

File Republic takes the security, confidentiality and integrity of Your information assets seriously and will use reasonable care, skill and precautions in handling, transporting, storing and processing Client Records.

File Republic partners with reputable storage and information management providers (for example, Iron Mountain) for the storage of physical records in secure facilities designed for information asset protection.

For digital records, File Republic utilises leading cloud infrastructure providers (for example, Amazon Web Services) to host and store electronic data in secure, encrypted and resilient environments. Such infrastructure is typically compliant with relevant industry security frameworks and certifications.

Nothing in this clause, however, constitutes a guarantee or warranty that loss, damage or unauthorised access will never occur, and all limitations of liability in this Agreement continue to apply.

19. Additional Services and Fees (Excl. GST)

The following fees (which are exclusive of GST) may apply if Your account is out of contract, not an Active Account, or otherwise not meeting FMMA or AAT obligations. In addition, from time to time You may request services outside Your inclusive package. Indicative charges include (but are not limited to):

• Ad hoc Services – AUD $65.00 per hour;

• Pre-File Republic Box Destruction – AUD $12.50 per box;

• PDF Scan on Demand Retrieval – AUD $50.00 per file;

• PDF Scan on Demand Retrieval (full box) – from AUD $400.00 per box;

• Physical Retrieval courier fee – AUD $24.00 per file;

• Physical Retrieval courier fee – AUD $31.50 per box;

• Pre-File Republic Box Storage – AUD $3.50 per box per month;

• Pre-File Republic storage of digital files – AUD $2.50 per matter per month;

• Storage and/or extended retention of disbursed files or files marked “Do Not Destroy” – AUD $12.00 per file per year.

File Republic may update these fees and will ordinarily notify You of updated rates as part of broader pricing updates or at renewal.

20. Entire Agreement and Governing Law

This Agreement (comprising these Terms, the Order Form or Agreement, and any Addendums duly signed by the parties) constitutes the entire agreement between File Republic and You in relation to the supply, use and support of the Products and Services, and supersedes all prior negotiations, understandings, representations, statements or agreements, whether written or oral, relating to the same subject matter.

All terms, conditions, warranties and guarantees (whether express or implied) that are not expressly set out in this Agreement are, to the fullest extent permitted by law, excluded.

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia, and any courts competent to hear appeals from those courts, in respect of any proceedings arising out of or in connection with this Agreement.