Terms of Service
Welcome to fileroom, the website and online service of File Room Pty Ltd (“fileroom”, “we”, “us”, and “our”). We are an online business growth agency and content creation services platform. We work with you to take your sales and marketing fully digital.
The following terms and conditions “Terms of Service” govern your access to and use of the Services provided by File Room Pty Ltd (ABN. 14 624 543 497). Our Terms of Service were last updated on the 1 August 2020.
In these Terms of Service:
- Account means an account to use the Service.
- Clients include Users who either purchase Services from ileroom or use tools on the Site to develop content and collaborate with fileroom or others. For ease of reference Clients are referred to as Clients, "you" and "your".
- Custom Quotes are tailored proposals that fileroom creates in response to a Client’s specific requirements.
- General Policies means our policies that are set out within or incidental to the Services.
- Orders means your formal request for Services.
- Client Content is any data uploaded to the Client's fileroom for storage.
- Disputes are disagreements or unresolved issues concerning or arising from the Service or these Terms of Service.
- Frequent File Points are credits earned by Clients from purchasing Services.
- Fees means all fileroom fees applicable to the Service.
- GST means Australian Goods and Services Tax.
- Job means the agreement between you and fileroom for the provision of Services once an Order or a Custom Quote has been approved and accepted.
- Services means the services provided by fileroom. It includes the Site, including any content and software.
- Site means www.fileroom.com and its subdomains. It includes any platform used by fileroom to deliver its service.
- Stock Assets means commercial images, videos, vector and similar iles or materials supplied by third parties.
- Third Party Content means content used in Services that is not fileroom’s content.
- User means any person using or accessing the Site by or through the Account.
- Variation means an agreed variation to a Job that materially changes the scope of work after we have commenced work or during the Job delivery process.
- Headings do not affect the interpretation of these Terms of Services.
- Words importing the singular number include the plural number and vice versa. Words importing the masculine gender include the feminine and neuter genders and vice versa.
- The meaning of general words is not limited by speciic examples introduced by 'including', 'for example' or similar expressions. A meaning extended by these words shall be included if the context permits, or another grammatical form of a defined word or expression that has a corresponding meaning is extended.
- Words importing persons include corporations and other entities recognised by law and any reference to a party or person includes the legal representatives, agents, successors in title or assigns of such persons.
- References to a thing or object include part of that thing or object.
- References to fileroom include its associates, service providers, employees, agents, officers or directors.
MAIN TERMS OVERVIEW
- Prices quoted on the Site are in Australian Dollars (AUD$).
- When you place an Order and we agree to provide Services, a Job will be created in our system. By placing an Order, if the Order is accepted and we create a Job, you authorise ileroom to hold payment for the Service and deduct inal payment for the Service from your nominated credit card or bank account on completion. Fileroom may process payment in the following circumstances:
- If you fail to respond to requests to review or approve inal deliverables within a reasonable period.
- If the number of revisions becomes unreasonable.
- If you materially change the scope of work after we have commenced work or during the job delivery process, a variation fee may be applicable. This will be raised for your approval prior to continuing work.
- If you cancel the Job after work has commenced.
- Orders are made through the Pricing Calculator, Get Started and Order Job buttons found on fileroom’s Home page, Services pages, Client fileroom or through a Custom Quote request.
- Subject to full payment for the Job, Clients are granted intellectual property rights for the work created by fileroom.
- Where stock images have been used or purchased, Clients are responsible for maintaining commercial use licensing terms, which we will provide on Job delivery.
- Fileroom complies with Australian Consumer Law
- Jobs may be cancelled at no charge provided the Job tracker is still at the 'Received' status. After that a cancellation fee may be charged at fileroom’s discretion pending the amount of time already spent on the Job prior to cancellation.
- You may create an Account by completing the sign-up form on the Site. Your account is a private workspace and is accessed only by yourself and people you invite to your account.
- This Site is offered and available to Users who are 18 years of age or older. By using the Site, you warrant that you are of legal age to form a contract and meet the eligibility requirements. If you do not meet these requirements, you must not access or use the Site.
- You should never use another Client’s Account.
- When creating your Account, you must provide current, accurate and complete information. It is your responsibility to keep this information updated.
- You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords for your Account (i.e. passwords that use a combination of upper-case and lower-case letters, numbers and symbols).
- If you open an Account on behalf of a company, organisation or other entity, then:
- If you fail to respond to requests to review or approve inal deliverables within a reasonable period.
- If the number of revisions becomes unreasonable.
- Fileroom may rely on instructions given by the Client either through the account dashboard or via email from the Client’ address on ile. Fileroom shall bear no responsibility for any spoofed or otherwise fraudulent email instructions relating to the Account. Clients have the option to enable account security features to protect their Account from any unauthorised usage.
- For backup and archival purposes and to minimise risk of data loss and damage, you should at all times retain a current copy of Client Content outside the Service.
- Fileroom has no obligation to maintain or secure Client Content following expiration or termination of your Account.
- If you need to change the ownership of an Account, this can be done by contacting our Support Team. We may need you to provide materials to verify your identiication and authority within the Client’s organisation.
- This Agreement is governed by and interpreted in accordance with the laws of Western Australia. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Western Australia including the Federal Court of Australia sitting in Western Australia.
- Fileroom can provide Custom Quotes addressing specific requirements for needs which fall outside of fileroom’s standard offering.
- Custom Quotes provided by fileroom include the description of the Services, the price and the time expected to deliver the Services.
- Custom Quotes will be sent if you complete the Custom Quote request form on the Site.
- Services provided through Custom Quotes may not violate these Terms of Service. Communication for handling orders should be performed on the fileroom platform through the Account, directly with the ileroom team, via Live Chat or by submitting a support request.
- Fileroom subscribes to a number of services that offer royalty-free Stock Assets. All Orders placed have the option to utilise Stock Assets that are part of our enterprise subscriptions free of charge.
- If you require the use of or access to Stock Assets that is beyond the scope of our subscription (including extended/enhanced licenses, Premium or Rights Managed stock images/videos) there will be additional costs. Fileroom will advise of prices during the work delivery process which will be added to your final Order purchase approval.
- Important: Each selected Stock Asset is authorised for a one-time use. The selected Stock Asset is integrated with the delivered work and cannot be used as a stand-alone or reused for other purposes.
- All Stock Assets provided by fileroom come from third-party providers who claim ownership or copyrights to the Stock Assets and shall be responsible for all Stock Assets and quality of these materials. You must adhere to the terms and conditions attached to Stock Assets used in your Order.
When using Stock Assets, you represent and warrant the following:
- You may not sell, modify, re-use, re-sell, distribute, display, reproduce or make any other use of the Stock Assets. Stock Assets may not be used:
- On a stand-alone basis with no other content,
- For pornographic, defamatory or other unlawful purposes,
- For the purpose of enabling file-sharing of the image file, or
- In logos, trademarks, services marks or any other branding or identifiers.
- If Stock Assets featuring individuals are used in connection with a sensitive, unﬂattering or controversial subjects, you must include a statement that the Stock Asset is used for illustrative purposes only and the individual is a model.
- You may not activate the copy and paste function on Stock Assets, remove any metadata in Stock Assets, or reverse engineer, decompile, or disassemble the Stock Assets to enable the download or use Stock Assets on a stand-alone basis.
- No ownership or copyrights to Stock Assets are granted to you.
- If required, Users can access fileroom’s knowledge base on the Site for further information here.
- Fileroom may request your permission to use publicly published delivered works for fileroom marketing and promotional purposes.
- Clients pay fileroom to deliver Services after we accept an Order.
- Clients can request a custom order which addresses their specific requirements and receive a Custom Quote from fileroom.
- Services may be purchased using one of the following payment methods: Credit Card, PayPal or Frequent File Points. In some circumstances, we may agree to approve a corporate account. Please contact [email protected] for more information on this option.
- If frequent file points are available in your Account balance, they can only be redeemed against future purchases and are not transferrable for cash.
- In certain locations we may charge Clients in their local currency. Clients should note that local pricing is derived from converting the original AUD$ price and, therefore, local currency prices may change daily in accordance with exchange rate ﬂuctuations.
- To protect against fraud, unauthorised transactions or activities (including money laundering and fraud) we do not collect credit information from Clients. Payments to us are managed by third party payment vendors, who collect information required for processing payments.
- You can update your payment information through your Account proile. The details are maintained on our payment vendor’s site via application programming interface.
- You invite friends and colleagues to your ileroom to collaborate on content creation and review of Services. As an administrator you can invite and remove Users on your Account at any time.
- Removing a User from your fileroom, does not aﬃect your Account.
- The Client fileroom area has a brand room for you and your team to upload and manage your brand assets for use with our Services, and to have one place to manage and maintain consistent brand style across your communications collateral.
- On sign-up to fileroom you grant permission for ileroom employees to access your brand assets for use in your work, and to add additional brand assets to your brand room on completion of work.
- The Client fileroom area has a content room for you and your team to upload, write, develop and manage content for upcoming communications collateral requirements.
- Fileroom staff can only access information in your content room if authorised by you as part of your job deliver request.
REVISIONS AND APPROVALS
- As part of the Job delivery workﬂow, you will be invited to revisions initiated as result of your feedback and amendments.Fileroom’s pricing structure includes provision for plentiful revisions (up to ten) proofing rounds on Jobs.
- Once the Client has approved the Job, payment will be processed, and the Job delivered to the delivery box inside the Client’s fileroom. Costs of revisions made after completion is at the discretion of fileroom, pending complexity.
- You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use our Services including modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively “Equipment ”).You are also responsible for maintaining the security of the Equipment, your Account, passwords and iles accessed through sign-in to your Account, even if use is without your knowledge or consent.
- You will be charged with indirect taxes (such as GST) depending on your residency, location and any applicable law, in addition to the Job price. You are responsible to comply with all applicable tax requirements, including any obligation to deduct or withhold taxes. All prices and fees that appear on the Site are tax exclusive amounts that will be paid to fileroom following any direct or indirect taxes, levy, withholding tax and/or deductions.
ORDERS, FEES AND PAYMENT
ORDER PROCESSING AND JOB HANDLING
- Once your Order has been submitted it is given a unique fileroom order number (#FRO). A payment authorisation only will be placed on your credit card or PayPal account and the Job tracker will commence.
- Once you have placed your Order and we review your requirements, in some circumstances we may ind that the scope of work is greater or less than what we have allowed for in our automated pricing calculator. If this is the case, we will get in contact with you with a revised quote before accepting your Order.
- When your Order is accepted and a Job is created, the fileroom team is notiied in our system by an incoming Order request. You will also receive a notification on the Site while logged into your Account.
- Fileroom team members are required to meet the delivery time speciied on the Order. In rare circumstances, where for specific reasons this is not possible, you will be contacted immediately to discuss a revised delivery date.
- The delivery time clock will pause during the review cycles when Clients are reviewing their iles and will commence again when ileroom receives submitted change requests. This is because fileroom can’t control the time Clients take to complete reviews.
- Clients are responsible for scanning all transferred files for viruses and malware. While operating on a highly secure platform, fileroom will not be held responsible for any damages, loss or liability caused by or arising from hacking, illegal use of, interference, tampering with the Site, the Account, use of content or files transferred or any other conduct beyond the reasonable control of fileroom.
- If you opt-in to notifications, you will receive a noti ication as your Job progresses in the workﬂow. Alternatively, you can follow Job progress on the client dashboard.
- When your Job is ready for you to review, a fileroom team member will initiate a revision workﬂow and you can preview the le, collaborate with your invited team members, and together mark-up any feedback and amendments.
- Fileroom will make the necessary changes and initiate further revisions until you are ready to approve the Job.
- On your approval, your payment will be processed, the master document or design file will be saved to your brand room and the Job delivered to your delivery box in the output format requested.
- A job is marked as 'Complete' after the Client has clicked the Accept Delivery button and fileroom has delivered the Job to the Client’s Delivery Box and processed inal payment. During this process, the Client will also be asked to rate the Job.
- A Job will be automatically marked as Complete if no request for revision is submitted within '10 working days' after the Job has been marked as ready for Review.
- Fileroom reserves the right to decline orders if it deems the request to be inappropriate, unethical or unlawful in any way.
CLIENT SERVICE REVIEWS
- »Feedback reviews provided by Clients while completing a Job are an essential part of fileroom’s rating system. Reviews demonstrate your overall experience with our Services. Clients are encouraged to communicate with fileroom any concerns experienced during their active Order relating to our Service.
- Leaving feedback is a basic prerogative of every client. Feedback reviews will not be removed unless there are clear violations to our Terms of Service.
- To prevent any misuse of our feedback system, all reviews must come from sales executed through the from Clients.
- Feedback comments given by Clients are publicly displayed on Trustpilot and integrated into our website and social media accounts. Clients have the option not to include a comment and still rate our Service.
- We aim to please Clients with our Service. In the rare event there is a dispute concerning our Service, please contact the fileroom customer service team for assistance. If a satisfactory outcome has not been met, the dispute will be escalated to our fileroom customer service team for assistance. If a satisfactory outcome has not been met, the dispute will be escalated to our management team for resolution. This can be done via the Client Service Manager or by submitting a support request here.
- Fileroom encourages Clients to resolve Disputes using our Dispute Resolution Process available in our Knowledge Centre.
- Order cancellations can be performed by Clients when eligible through their Account, or after the eligible period (when the order moves into the In progress status) by contacting our Customer service team.
- Filing a transaction dispute or reversing a payment through your payment provider or your bank is a violation to these Terms of Service. Doing so will result in your Account becoming temporarily disabled to investigate possible security violations. Note: once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.
- If you encounter an issue related to our Service you are encouraged to use the Site’s dispute resolution process in our knowledge centre to attempt to resolve the matter.
- Fileroom reserves the right to cancel Orders or place funds on hold for any suspected fraudulent transactions made on the Site.
- All transfer and assignment of intellectual property created by ileroom shall be subject to full payment for the job. Delivery of final outputs to the Client may not take place if payment is unsuccessful for any reason.
- If an Order is cancelled prior to Job commencement, the hold over the Client's funds will be released.
- Revisions to deliveries can be performed by the ileroom customer service team.
- Requests for revisions can still be performed through the active and completed Jobs pages. Extra revisions after an Order is approved or completed may attract an extra fee.
- You must not access additional Services by using the Request Revisions button.
PAYMENT AND PRICING
- Invoices for Services must be paid in accordance with these Terms of Service, even if the original quote or estimate is higher due to a Variation.
- Fileroom reserves the right to change its prices, fee structures or applicable charges and to institute new charges and fees at any time without notifying you. It is your responsibility to review ileroom’s pricing or make an enquiry about latest pricing.
- A change in pricing or fee structure will not apply to an agreed Service identiied by a unique ileroom order number (#FRO) for which you have received a Job Order Conirmation email.
- If you believe ileroom has billed you incorrectly, you must contact ileroom no later than 21 days after receiving your invoice.
- If you do not respond to a Job ile submitted by ileroom to you for review or approval within 10 working days:
- Fileroom reserves the right to close the Order and deduct payment from your Account.
- Fileroom offers Client’s 100GB free storage in their ileroom. If stored content exceeds this level, ileroom reserves the right to charge a fee for excess storage above your free limit.
- Fileroom will send you notiications if your free storage is approaching the limit.
- On cancellation of an Order prior to its commencement, release of the payment hold authorisation will be automatically performed by our system. To prevent fraud and abuse, we limit the total amount of times Users can request a payment provider refund from your Account which is subject to review by our Customer Support team.
- In the rare event a refund has been requested and approved for delivered jobs, this can only be performed by our Customer Support Team.
ACCOUNT VIOLATIONS AND TERMINATION
- Fileroom reserves the right to put any Account on hold or permanently disable Accounts due to breach of these Terms of Service or due to any illegal or inappropriate use of the Site or our Services.
- Violation of fileroom's Terms of Service may result in your Account being disabled permanently.
- Clients who have violated our Terms of Service and have their Account disabled may contact our Support team for more information surrounding the violation and status of the Account.
- Clients may receive a warning to their fileroom for violations of our Terms of Service or any misconduct reported to our Trust and Safety team.
- Adult Services & Pornography. Fileroom does not allow the transmission, publication or exchange of adult oriented, offensive or pornographic materials on our Site.
- Inappropriate behaviour and language. Communication on ileroom should be friendly, constructive, and professional. Fileroom condemns bullying, harassment, hate speech and offensive conduct towards others. We allow Clients a medium for which messages are exchanged between invited individuals and a platform to develop creative content and process and review Orders.
- Phishing and spam.Fileroom takes security and protection of information seriously. Any attempts to publish or send malicious or offensive content that may compromise the Site or our Service is strictly prohibited.
- Privacy and identity.Any exchange of personal information required for the completion of a Service must be provided in the order page. Fileroom further confirm that the information received from the Client, which is not public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the Client.
- Fraud, unlawful and unethical use.You may use our Services only as permitted by law. You must not use fileroom for any unlawful or unethical purposes, to conduct illegal activities, interfere with our Services or try to access them using a method other than the interface and the instructions we provide.
- We may suspend or stop providing our Services to you if you do not comply with our Terms of Service or if we are investigating suspected misconduct.
- You may not oﬃer direct payments to ileroom employees using payment systems outside of the fileroom order system.
- During your time as a Client and for a period of one year immediately after your last use of our Services, you agree not to solicit any employee or contractor of ileroom either on your own behalf or on behalf of any other business or organisation, unless you have received written approval to do so by the Managing Director of ileroom and paid a release fee.
- During your use of our Services and for a period of one year immediately after your last use of our Services, you agree to not induce any employee, vendor or contractor associated with ileroom to terminate or breach an employment contract or other relationship with fileroom.
CLIENT GENERATED CONTENT
- Client generated content refers to the content added by Clients in the process of Ordering Services. All content uploaded to fileroom by Clients is 'client generated content’. Fileroom does not check client generated content for appropriateness, violations of copyright, trademarks, other rights or violations during delivering Services.
OWNERSHIP AND PROPRIETARY RIGHTS
- When the Job is delivered, subject to these Terms of Service and full payment, you are granted all intellectual property rights for the work created by ileroom. The assignment of intellectual property to you shall be subject to full payment for Services and the delivery may not be used if payment is cancelled for any reason.
- For removal of doubt, in custom created work (such as artwork, design work, report generation etc.), the delivered work shall be the exclusive property of the Client, and subject to payment for the Services, fileroom assigns all rights, title and interest in the delivered work. There will be additional charges for Commercial Use Licenses for items including Stock Assets and voice over services. This means that if you purchase a Job for personal use, you will not require a Commercial Use License. If you intend to use a Job for commercial purposes, or for any purpose that is directly or indirectly in connection with any business, or other undertaking intended for profit, you may need to purchase the Commercial Use License through a Service add-on that will grant you broader rights that cover commercial use.
- You retain ownership of any intellectual property rights that you hold in content that you provide. Any information we receive that is not in the public domain, shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the Services.
- Except with our permission you must not use fileroom's branding or logos on any third-party content. Third Party Content is the sole responsibility of the person that makes the third-party content available. Fileroom may review Third Party Content to determine whether it is illegal or violates our General Policies, and we may remove or refuse to display Third Party Content that we reasonably believe violates our General Policies or the law. This does not necessarily mean that we review (or are obliged to review) Third Party Content.
- We provide our Services using a commercially reasonable level of skill and care on the basis that, other than as expressly set out in these Terms of Service, we do not make any promises about the Services.
- To the extent permitted by law, fileroom’s total liability for any claims under these Terms of Service is limited to the amount you paid us for to use the Services (or, if we choose, to supplying you the Services again).
- In all instances ileroom will not be liable for any loss or damage that is not reasonably foreseeable.
- Your use of the Site, Services or items obtained through the Site is at your own risk. The Site, its content and any Services or items obtained through the Site are provided on an "as is" and "as available" basis, without any warranties of any kind except for express warranties made by fileroom in writing. Neither fileroom nor any person associated with fileroom makes any other warranty or representation including with respect to the completeness, security, reliability, quality, accuracy or availability of the Site.
- The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
- Our Services may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties of merchantability, fitness for a particular purpose and noninfringement.
- If the Site is translated for your convenience using translation software powered by Google Translate. Reasonable efforts have been made to provide an accurate translation, however, no automated translation is perfect nor is it intended to replace human translators. Translations are provided as a complimentary service to Users and are provided “as is”. No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of any translations made from English into any other language. Some content (including images, videos and ﬂash) may not be accurately translated due to the limitations of translation software.
- The official text is the English version of the Site. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated Site, please refer to the English version of the Site, which is the official version.
- When permitted by law fileroom will not be responsible or liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, any websites linked to it, any content on the website or such other websites or any Services or items obtained through the Site or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of pro its, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
- The foregoing does not a ﬃect any liability which cannot be excluded or limited under applicable law.
- Access to the Site may from time to time be unavailable, delayed, limited or slowed due to various factors including but not limited to hardware failure; software failure; interruption of power supplies or other utilities; severe weather; governmental or regulatory restrictions; and other causes beyond the control of fileroom. Fileroom will not be liable for any disruption in the provision of Service caused by or arising from these factors.
- Fileroom may make changes to its Terms of Service from time to time. When these changes are made, fileroom will make a new copy of the Terms of Service available on this page and will advise Clients of changes (“Modiied Terms”).
- Modiied Terms will not apply retroactively and will become effective after they are posted, however, Modiied Terms addressing new functions for a Service or made for legal reasons will be effective immediately. If you do not agree to Modiied Terms you should discontinue your use of our Services.
- If there is a conﬂict between this page and any Modiied Terms, the Modiied Terms will prevail and determine that conﬂict.