These Terms and Conditions govern the provision of services by ArchiveIQ ABN 40 516 673 678. By engaging ArchiveIQ's Services, you agree to be bound by this Agreement.
1. Introduction and Acceptance of Terms
These Terms and Conditions ("Agreement") govern the provision of document storage, retrieval, management, and destruction services ("Services") by ArchiveIQ ABN 40 516 673 678 ("ArchiveIQ", "we", "us", or "our") to you ("Client", "you", or "your"). By engaging ArchiveIQ's Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
If you do not agree to these Terms and Conditions, you must not use or continue to use our Services.
2. Description of Services
ArchiveIQ provides physical document and records management services including but not limited to:
- Collection and transportation of boxes and/or files
- Off-site physical storage of documents and records
- Retrieval and re-delivery of stored items
- Document scanning and digitisation
- Secure document and media destruction
All Services are subject to the terms set out in this Agreement and any separately executed Service Agreement or Work Order.
3. Limitation of Liability
3.1 General Limitation
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCHIVEIQ'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY LOSS, DAMAGE, CLAIM, OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE LESSER OF:
- The total fees paid by the Client to ArchiveIQ in the three (3) months immediately preceding the event giving rise to the claim; or
- Two hundred and fifty dollars (AUD $250.00) per box, carton, or unit of storage.
3.2 Mislaid, Lost, or Misplaced Items
In the event that a box, carton, file, or any item stored by ArchiveIQ on behalf of the Client is mislaid, lost, misplaced, or cannot be located ("Lost Item"), the Client acknowledges and agrees that:
- ArchiveIQ's liability shall be strictly limited to the amount specified in Clause 3.1 above.
- ArchiveIQ shall not be liable for any indirect, consequential, special, incidental, or punitive loss or damage arising from a Lost Item, including but not limited to loss of business, loss of profits, loss of revenue, loss of data, reputational harm, regulatory fines, or legal costs.
- The Client is solely responsible for maintaining their own inventory of all items deposited with ArchiveIQ.
- ArchiveIQ does not guarantee the contents of any box or container as described by the Client at the time of deposit.
- ArchiveIQ shall make reasonable efforts to locate any Lost Item but provides no warranty or guarantee that any Lost Item will be found or recovered.
3.3 Client Responsibility for Contents
The Client acknowledges that ArchiveIQ stores items on the basis of descriptions and inventories provided by the Client. ArchiveIQ does not inspect, verify, catalogue, or assume responsibility for the contents of any sealed box, container, or file. The Client accepts full responsibility for:
- Accurately describing and labelling all items deposited for storage
- Maintaining their own backup copies, records, or copies of any documents stored with ArchiveIQ
- Ensuring that stored documents are adequately packaged and labelled prior to collection
3.4 Exclusion of Consequential Loss
Under no circumstances shall ArchiveIQ be liable for any consequential, indirect, or special damages arising from the provision of, failure to provide, or delay in providing Services, including any loss arising from:
- Regulatory or compliance obligations of the Client
- Legal proceedings in which the Client requires stored documents as evidence
- The destruction, deterioration, or contamination of stored items due to unforeseen circumstances including but not limited to fire, flood, pest infestation, or force majeure events
4. Client Indemnity
The Client agrees to indemnify, defend, and hold harmless ArchiveIQ, its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:
- The Client's breach of this Agreement
- The Client's negligence or wilful misconduct
- Any third-party claims relating to the contents of items stored by ArchiveIQ on the Client's behalf
- The Client's failure to maintain adequate copies or backups of stored documents
5. Insurance
ArchiveIQ maintains general public liability insurance and, where applicable, professional indemnity insurance. The Client is strongly advised to maintain their own insurance coverage in respect of documents and records deposited with ArchiveIQ, as ArchiveIQ's liability is limited as outlined in Clause 3 of this Agreement.
The Client acknowledges that ArchiveIQ's insurance policies may not cover the full replacement value of any lost, damaged, or destroyed items.
6. Claim Notification and Dispute Resolution
Any claim arising from the provision of Services, including claims relating to Lost Items, must be notified to ArchiveIQ in writing within thirty (30) days of the Client becoming aware of the loss or potential loss. Failure to notify within this period may result in the claim being time-barred.
The parties agree to attempt to resolve any dispute in good faith through negotiation prior to commencing legal proceedings. If a dispute cannot be resolved within twenty-one (21) days of notification, either party may refer the dispute to mediation before a mutually agreed mediator.
7. Governing Law
This Agreement is governed by the laws of the State of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.
8. Amendments
ArchiveIQ reserves the right to amend these Terms and Conditions at any time. Clients will be notified of material changes in writing or by email with no less than fourteen (14) days' notice. Continued use of the Services following notification of changes constitutes acceptance of the revised Terms and Conditions.