Supply and Support Terms & Conditions.
Supply and Support Terms & Conditions
These Terms and Conditions apply to all File Republic services used from 30 days after written notice of variation is provided to the Client, unless otherwise agreed in writing.
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.
‘Bundle’ or ‘Electronic Bundle’ means a structured, court-ready or client-ready document package generated using File Republic’s Bundle Studio or equivalent software. It typically includes a cover page, index, paginated documents, hyperlinks, OCR text layers, secure PDF output, and any required compliance seals. Bundles may be used for court filing, client briefings, or internal reviews.
‘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 may include cover file collection, data integration, front cover scanning, cataloguing, data uploading, data processing, secure storage, secure destruction of documents and electronic bundle creation.
‘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 digital matters’ means legacy closed digital client records collected and ingested by File Republic as part of the uplift and audit process, which are stored and destroyed at no 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 free of charge while Your account remains Active and compliant with FMMA or AAT obligations.
‘Price increases’ means automatic CPI linked adjustment with each File Republic Renewal.
‘Products and Services’ include the Productivity, Privacy & Storage, Power & Bundle Studio 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.
‘Uplift and Audit’ means the one-time process by which File Republic collects, scans, ingests, and catalogues legacy physical or digital client records (Pre-File Republic), including barcoding, OCR, 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.
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:
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:
Transfer of all documents and data within the new matter to be stored on File Republic servers for a minimum of seven years
OCR processing
Conversion to a legal output
Compliant destruction (redaction or disk and memory scrubbing)
Disbursements may include costs already incurred or amortised by File Republic, such as licensing, training, transition, delivery, or storage. Disbursements are deemed 85% complete upon invoice creation and are payable as outlined.
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 recognised 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 File Republic services are provided under the following Acceptable Use Policy. Usage exceeding the thresholds outlined below may incur additional charges.
All-inclusive services are subject to this acceptable use policy:
Uplift and Audit of Pre-File Republic Digital and Physical Records (if selected)
File Republic may, if applicable, provide a one-time comprehensive uplift and audit of your closed client files, securely transferring them into our platforms as follows:
For Physical Files (Storage), if selected:
Your closed paper-based client files will be securely transferred to our facility. The uplift includes barcoding, cataloguing, coversheet scanning, OCR processing, and digital upload into the Storage platform. Additional or ad-hoc physical collections beyond this initial uplift may incur charges.For Digital Files (Privacy), if selected:
Your legacy digital client files will be securely ingested into our Privacy platform. The uplift includes secure data transfer, metadata extraction and preservation, conversion to PDF/A format, OCR processing, indexing, and upload into the Privacy platform. Additional or ad-hoc digital ingestions beyond this initial uplift may incur charges.
Storage and Destruction
During the File Republic Term, you may store your client records indefinitely or destroy them based on your retention policies. A tentative destruction date is set seven (7) years forward from the initial collection date, provided Your account remains Active and compliant with FMMA or AAT obligations.
Document Inserts
Throughout the File Republic Term, you may add documents or media to existing paper-based client records by generating barcoded instruction sheets available via the File Republic Storage platform. These documents will be collected during scheduled pickups.
File Republic reserves the right to apply additional charges for any document insert considered excessive or exceeding two centimetres (2 cm) in thickness per insert.
Online PDF Scan Requests
You may request digital copies (PDF format) of any paper-based client file or document stored by File Republic, available online via the File Republic Storage platform.
Scheduled Collections
File Republic will allocate a collection driver to visit your office monthly during the File Republic Term and provide an annual schedule of collection dates. Additional collections outside the schedule may incur charges.
Matters in Progress
Paper-based client files classified as ‘Matters in Progress’ (opened within three months (3 months) prior to your File Republic Term commencement date) may be included in your initial uplift and audit. These files will be progressively collected as they close during your scheduled monthly collections.
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. This may be replaced by our Free Service Allowance.
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) x 315(w) x 260(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.
Bundle Creation
Packages that include or offer free electronic bundle creation (including Bundle Studio or equivalent) are subject to Reasonable Use limits, unless otherwise specified in the Order Form or an additional Addendum. Free bundle creation is limited to 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 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 Republic’s 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 Republic’s Premises.
File Republic reserves the right to invoice for the balance of the AAT on agreements where 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 Republic’s 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 Republic’s 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’s 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 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 Republic’s 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 Republic’s possession, custody or control, Client Records only come into File Republic’s 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. Termination
You may cancel this Agreement at any time after the commencement by giving 90 days’ written notice, which must be accepted by File Republic.
Termination is subject to You paying:
The remaining FMMA or AAT in total (whichever applies);
All fees for work performed prior to the termination date, including (but not limited to) transition costs from a previous supplier, system setup, integration, and onboarding-related costs; and
The full disengagement process cost, which may include:
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 MIP files;
Return of all blue tubs or costs for their replacement; and
Preparation of pre-authorised destruction forms for disbursed files that will be securely destroyed after the 7-year retention period.
On or before the termination date, all Client Records transitioned to File Republic must be:
Permanently retrieved by You at Your own cost, or
Covered under a new agreement to allow for continued management of disbursed files currently held.
16. Amendment of Terms
File Republic may update or vary these Supply and Support Terms and Conditions from time to time where required for operational, legal, compliance, or service improvements.
If a proposed change materially disadvantages You, File Republic will:
Provide at least 30 days’ written notice of the change; and
Allow You to raise any concerns or request to terminate the agreement prior to the variation taking effect, subject to any reasonable disengagement or early termination costs in line with this agreement.
Continued use of File Republic services beyond the notice period will be deemed acceptance of the new terms.
The most current version of these Terms will always be published at:
https://www.filerepublic.com.au/terms-and-conditions
17. Secure Storage of Records
File Republic takes the storage of Your information assets seriously and we take all precautions to protect and maintain their integrity.
One such precaution is partnering with and storing Your physical records with the global leader 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 their information and assets.
For Your digital records, File Republic partners with Amazon Web Services (AWS), a world-leading cloud provider, to ensure secure, encrypted, and resilient digital storage. AWS infrastructure is compliant with industry-leading security certifications and frameworks, ensuring Your information is protected at the highest standards.
18. Additional Services and Fees (excl GST)
The following fees apply if Your account is out of contract, not Active, or otherwise not meeting FMMA or AAT obligations. Additionally, from time to time, You may require services outside the inclusive package, including but not limited to:
Ad hoc Services
$65.00 Per hour
Pre-File Republic Box Destruction
$12.50 Per box
PDF Scan on Demand Retrieval
$50.00 Per file
PDF Scan on Demand Retrieval
$400.00 Per box
Physical Retrieval courier fee
$24.00 Per file
Physical Retrieval courier fee
$31.50 Per box
Pre-File Republic Box Storage
$3.50 Per box per month
Pre-File Republic Storage of digital files
$2.50 Per matter per month
Storage and/or extended retention of disbursed files or files marked ‘Do Not Destroy’
$12.00 Per file per year
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 other services provided under this Agreement. All implied terms are hereby excluded to the full extent permitted by law. This Agreement is governed by the laws of New South Wales, Australia, and the jurisdiction of the Sydney Courts.