Terms and Conditions of Use

Last Updated: December 2024

1. Introduction

Welcome to AusClear. These Terms and Conditions of Use ("Terms") govern your use of our website (www.ausclear.com.au) and the services provided by Nephthys Pty Ltd (ACN: 628 031 587) trading as AusClear ("AusClear", "we", "us", or "our"). By accessing or using our website and services, you agree to be bound by these Terms.

2. Disclaimer Regarding Accreditation and Clearance Sponsorship

2.1 Accreditation and Clearance Sponsorship Status

AusClear expressly discloses that it is currently in the process of obtaining accreditation from the relevant regulatory authority and has not yet received formal accreditation. Until such accreditation is granted, AusClear operates solely as a referral company for security clearance sponsorship. All clearance services and sponsorship are exclusively facilitated through an authorised third‐party sponsoring organisation ("Sponsoring Organisation"), ensuring professional processing for our clients.

The Client acknowledges and agrees that:

1. AusClear currently operates as a referral company for security clearance sponsorship;
2. All security clearance sponsorship services are provided through our third‐party partner;
3. AusClear does not directly provide security clearance sponsorship until full accreditation is achieved;
4. The Client will be referred to our accredited partner for sponsorship services;
5. Processing times and outcomes are subject to our partner’s procedures and relevant government requirements.

2.2 Client Acknowledgements

The Client expressly acknowledges, agrees, and warrants that:

1. Operational Status:
   • AusClear is not yet accredited and is operating under the auspices of the Sponsoring Organisation during this interim period.
   • The current arrangement is temporary pending formal accreditation.
   • All clearance‐related services are provided through and subject to the approval of the Sponsoring Organisation.
2. Risk Assumption:
   • The Client assumes all risks associated with using our services during this pre‐accreditation period.
   • Any delays, changes, or complications in the accreditation process may impact service delivery.
   • Neither AusClear nor the Sponsoring Organisation guarantees the outcome of any clearance application.

2.3 Liability Exclusions

The Client will not hold AusClear or the Sponsoring Organisation liable for any losses, damages, or consequences arising from:

• The pre‐accreditation status of AusClear.
• Any changes in regulatory requirements or accreditation criteria.
• Decisions made by regulatory authorities.
• The processing time or outcome of clearance applications.
• Modifications to the sponsorship arrangement.

2.4 No Warranties

This interim arrangement does not constitute a representation or warranty regarding:

• The likelihood of AusClear obtaining accreditation.
• The timeframe for obtaining accreditation.
• The ultimate success of any clearance application.
• The continuation of the current sponsorship arrangement.

2.5 Client Due Diligence

The Client confirms that:

• They have conducted their own due diligence.
• They are not relying on any representations not explicitly stated in this Agreement.
• They understand the temporary nature of the current arrangement.

2.6 Governing Provisions

This disclaimer:

• Forms an integral part of the Agreement.
• Supersedes any contrary representations, whether written or verbal.
• Is subject to the governing law provisions in Section 12 of these Terms.

2.7 Contact for Clarification

For questions regarding our accreditation status or services, please contact AusClear directly at info@ausclear.com.au.

3. Definitions

"AusClear" refers to Nephthys Pty Ltd trading as AusClear.
"You" and "Your" refer to the user or client accessing our website and services.
"Website" refers to www.ausclear.com.au.
"Services" refer to the referral services provided by AusClear for obtaining and maintaining security clearances through our Sponsoring Organisation.
"Client" refers to any individual or business that engages our services.

4. Acceptance of Terms

By using our website or engaging our services, you agree to comply with these Terms and Conditions. If you do not agree, you must refrain from using our website and services.

5. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Any changes will be effective immediately upon posting on the website. It is your responsibility to review these terms regularly for updates. The most current version of the Terms can be reviewed at https://www.ausclear.com.au/terms-and-conditions. Your continued use of the Site after any changes signifies your acceptance of the updated Terms.

6. Use of the Website

• You may use our website for lawful purposes only and must not infringe the rights of others.
• You agree not to misuse the website in any way that could impair its functionality.
• You must not attempt to gain unauthorised access to our systems or data.
• You are responsible for maintaining the confidentiality of your account information and agree to notify us immediately of any unauthorised use.

7. Services Provided

In light of our ongoing accreditation process, AusClear currently provides only referral services for security clearance sponsorship. All direct clearance services are facilitated exclusively through an authorised third‐party Sponsoring Organisation, as detailed in Section 2. Until full accreditation is achieved, AusClear does not directly process or provide security clearances.

8. Fees and Payment

AusClear does not charge a fee for its referral services. However, any applicable government fees charged by the Australian Government Security Vetting Agency (AGSVA) remain the responsibility of the Client. Payment terms for any such fees will be governed by the requirements set forth by the respective government authority.

9. Client Responsibilities

Clients are responsible for providing accurate and complete information throughout the sponsorship process. Inaccuracies or omissions may delay the process or result in unsuccessful applications. Clients agree to:

• Provide truthful and accurate information.
• Respond promptly to any requests for additional information.
• Ensure all submitted documents are genuine and valid.
• Maintain communication with AusClear and the Sponsoring Organisation throughout the process.

10. Limitation of Liability

To the extent permitted by law, AusClear is not liable for any indirect, incidental, special, or consequential damages arising from your use of our website or services, including but not limited to loss of revenue, loss of data, or other intangible losses. Our total liability shall not exceed the amount you have paid us for the use of our services.

11. Indemnification

You agree to indemnify, defend, and hold Nephthys Pty Ltd (AusClear) and our partners, employees, and affiliates harmless from any liability, loss, claim, and expense, including reasonable legal fees, related to your violation of this Agreement or use of the Site.

12. Governing Law

These Terms and Conditions are governed by the laws of South Australia, Australia. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located within South Australia.

13. Termination

We reserve the right to terminate your access to the website or our services at any time, with or without notice, for any reason, including but not limited to violation of these Terms and Conditions.

14. Dispute Resolution

Any dispute arising under or in connection with these Terms of Use shall first be addressed through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may refer the matter to mediation administered by the Australian Disputes Centre. If mediation is unsuccessful, the parties agree to submit to binding arbitration in accordance with the Resolution Institute Arbitration Rules, with the seat of arbitration being Sydney, Australia. Nothing in this clause prevents Nephthys Pty Ltd (AusClear) from seeking urgent injunctive relief where necessary.

15. Exceptions to Limitation of Liability

NOTWITHSTANDING THE FOREGOING LIMITATIONS, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT Nephthys Pty Ltd (AusClear)'S LIABILITY FOR:

• (A) Death or personal injury resulting from our gross negligence or wilful misconduct;
• (B) Fraud or fraudulent misrepresentation;
• (C) Any breach of your statutory rights under the Australian Consumer Law;
• (D) Any other liability that cannot be excluded or limited by applicable law.

ANY CLAIM ARISING UNDER THESE EXCEPTIONS MUST BE BROUGHT WITHIN 30 days OF THE EVENT GIVING RISE TO SUCH CLAIM.

16. Copyrights and Copyright Agent

If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

1. An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and e‐mail address;
5. A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.

Our Copyright Agent for notice of claims of copyright infringement on the Site is Matthias Bradman, who can be reached at mattias@ausclear.com.au.

17. Use of Information

Nephthys Pty Ltd (AusClear) reserves the right, and you authorise us, to use and assign all information regarding site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

18. Severability

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

19. Waiver

The failure of Nephthys Pty Ltd (AusClear) to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement must be in writing and signed by an authorised representative of Nephthys Pty Ltd (AusClear).

20. Relationship of the Parties

Nothing contained in this Agreement or your use of the Site shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume, or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

21. Entire Agreement

This Terms of Use constitutes the entire agreement between you and Nephthys Pty Ltd (AusClear) and governs the terms and conditions of your use of the Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Nephthys Pty Ltd (AusClear) with respect to this Site. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the website. Nephthys Pty Ltd (AusClear) may revise these Terms of Use at any time by updating this Agreement and posting it on the Site. Accordingly, you should visit the Site and review the Terms of Use periodically to determine if any changes have been made. Your continued use of this website after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.

22. Contact Information

Please note: An Acceptable Use Policy is in place and forms part of our overall terms. For further details, please refer to our Acceptable Use Policy.