Arkahna Services Terms of Sale

Last Updated: 15 August 2025

1. Introduction & Scope 

1.1 These Services Terms apply to any consulting, professional, delivery, advisory or managed services (“Services”) provided by Arkahna to you under an Order Document. 

1.2 These Services Terms form part of the Global Terms of Sale. 

2. Scope of Services 

2.1 Services may include: (a) product/platform deployment; (b) cloud architecture, integration or engineering; (c) advisory, assessment or roadmap engagements; (d) iterative/agile delivery; (e) managed services (e.g. Sigil, DevOps support). 

2.2 The specific scope, deliverables, timelines and resource allocations are defined in each Order Document. 

3. Engagement Models 

3.1 Engagements may be: (a) Outcome-Based Work (fixed scope and outputs), (b) Iterative Work (timeboxed with evolving scope), (c) Managed Services (ongoing operation/support), or (d) Advisory Services (strategy/planning without implementation ownership). 

3.2 Models may use dedicated, fractional or pooled Arkahna resources.

4. Work Location & Expenses 

4.1 Services are delivered remotely unless agreed otherwise. 

4.2 Reasonable, preapproved travel and subsistence expenses are invoiced at cost. 

5. Arkahna Responsibilities 

5.1 Deliver Services in accordance with agreed specifications and timelines. 

5.2 Maintain appropriately skilled and qualified personnel. 

5.3 Meet any agreed SLA or service commitments. 

5.4 Maintain security, compliance and confidentiality standards as set out in the Global Terms. 

5.5 Provide clear communication on progress, risks and dependencies. 

6. Customer Responsibilities 

6.1 Provide timely access to personnel, environments and information. 

6.2 Review and accept/reject deliverables within agreed timeframes (default: five (5) Business Days). 

6.3 Designate a responsible contact or Product Owner for engagement oversight. 

6.4 Ensure required licences, subscriptions and prerequisites are available. 

7. Roles & Responsibilities 

7.1 Arkahna will identify key roles (e.g. Delivery Manager, Technical Lead, Solution Architect). 

7.2 Role descriptions and responsibilities are outlined in the SOW or applicable SLA schedule. 

7.3 You will appoint a Customer counterpart for each key Arkahna role to ensure alignment. 

8. Change Management  

8.1 Changes to scope, schedule or cost must be mutually agreed in writing (Change Request, updated SOW or amended Order Document). 

8.2 Arkahna may recommend changes due to technical dependencies or unforeseen issues. 

8.3 You will review and respond to proposed changes within five (5) Business Days. 

9. Suspension for Nonpayment or Security  

Arkahna may suspend the Services on written notice if (a) amounts are overdue under Section 5 of the Global Terms, or (b) suspension is necessary to address a material security risk or comply with law. Work will resume promptly once resolved. 

10. Acceptance & Completion 

10.1 Outcome-Based Work: Services are complete when defined deliverables are fulfilled as reasonably determined by Arkahna; acceptance may be confirmed in writing or implied by use.

10.2 Iterative Work: Each iteration/sprint/milestone is provisionally accepted upon delivery unless material issues are raised within two (2) Business Days.

10.3 Rework will be performed if issues are raised within the review window and relate to inscope work; additional work may trigger a Change Request. 

11. Warranty for Services Deliverables  

11.1 Arkahna warrants that, for a period of thirty (30) calendar days commencing on the earlier of (i) the Client’s written acceptance of User Acceptance Testing (“UAT”), or (ii) ten (10) business days after Arkahna has made the Deliverables available for UAT or Go-Live (unless the Client has notified Arkahna in writing of any material non-conformity in that period) (the “Warranty Period”), the Services Deliverables will materially conform to the requirements expressly set out in the applicable Statement of Work (as amended by any agreed variation).  

11.2 This warranty applies only where the Client has undertaken a reasonable level of UAT and does not extend to issues (a) arising from requirements, use cases, or edge cases not identified during requirements gathering or UAT; (b) relating to usability, non-functional feedback, or enhancements; or (c) outside the agreed scope. 

11.3 Arkahna’s obligation under this warranty is limited to correcting material defects in Deliverables that (i) prevent the Deliverables from meeting documented requirements, and (ii) are classified as Critical or High Priority (as agreed between Arkahna and the Client).  

11.4 The Client’s sole and exclusive remedy for breach of this warranty is reperformance or correction of the non-conforming Deliverable. 

12. IP & Deliverables  

12.1 Background IP: retained by the owning party. 

12.2 ClientSpecific Foreground IP: owned by you upon full payment, where it does not incorporate Arkahna Background IP. 

12.3 Where deliverables include Arkahna Background IP, Arkahna grants you a worldwide, nonexclusive, perpetual, royaltyfree licence to use it solely as part of the deliverables for your internal business. 

13. Arkahna Product Configurations  

Where Services result in configuration or deployment of Arkahna Products, continued use requires an active Subscription to the relevant Product tier. 

14. Confidentiality 

The confidentiality provisions in the Global Terms of Sale apply in full to all Services engagements. 

15. Subcontractors 

Arkahna may engage subcontractors (including offshore or affiliate resources) and remains responsible for their performance. 

16. Managed Services 

16.1 SLAs, response times and incidenthandling procedures are defined in the SOW or service schedule. 

16.2 You must not make unauthorised changes to environments under Arkahna management without prior coordination. 

16.3 Arkahna may deploy monitoring agents, scripts or observability tooling as part of our managed stack. 

17. Warranties, Liability & Termination  

Warranties, liability caps and termination provisions in the Global Terms of Sale apply to these Services Terms. 

18. Definitions 

Shared definitions in the Global Terms of Sale apply to these Services Terms.