Arkahna Services Terms of Sale

Empowering Your Journey with Transparency and Trust.

Last Updated: 11 August 2025

These Services Terms (“Services Terms”) apply to any consulting, professional, delivery, advisory or managed services (“Services”) provided by Arkahna Pty Ltd (“Arkahna”, “we”, “us” or “our”) to the Customer (“you”, “your”) under an Order Form or Statement of Work (“SOW”). These Terms form part of the Global Terms of Sale and are incorporated by reference.

Scope of Services

Services may include:

  • Product and platform deployment

  • Cloud architecture, integration or engineering

  • Advisory, assessment or roadmap engagements

  • Iterative or agile delivery (e.g. sprint-based work)

  • Managed services (e.g. Sigil, DevOps support)

The specific scope, deliverables, timelines and resource allocations will be defined in each SOW or Order Form.

Engagement Models

Unless otherwise stated, Services may be delivered under one or more of the following models:

  • Outcome-Based Work: Fixed-scope delivery tied to defined outputs.

  • Iterative Work: Time-boxed engagements (agile or milestone-driven) with evolving scope.

  • Managed Services: Ongoing support or operation of environments, platforms or systems.

  • Advisory Services: Strategy, planning, assessments or technical guidance without implementation ownership.

Each model may include dedicated, fractional or pooled Arkahna resources.

Customer Obligations

You agree to:

  • Provide timely access to personnel, environments and information required to deliver the Services.

  • Review and accept or reject deliverables within a reasonable period (default: five business days).

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

  • Ensure required licences, cloud subscriptions and pre-requisites are available where Services depend on third-party platforms.

Change Management

  • Changes to scope, schedule or cost must be mutually agreed in writing (e.g. via Change Request, updated SOW or amended Order Form).

  • Arkahna may recommend changes based on technical dependencies or unforeseen issues.

  • You must review and respond to any proposed change within five business days. If no response is received, Arkahna may either:

    • Pause affected work until direction is received, or

    • Proceed based on the last agreed scope if reasonably practicable.

Acceptance and Completion

  • For Outcome-Based Work, Services are deemed complete when the defined deliverables or activities are fulfilled, as reasonably determined by Arkahna. Acceptance may be confirmed in writing or implied by usage.

  • For Iterative Work, each completed iteration, sprint or milestone is provisionally accepted upon delivery.

  • You have two business days from delivery or demo to raise any material concerns, defects or required rework. If no feedback is received, the iteration is deemed accepted and Arkahna will proceed with the next scheduled iteration.

  • Rework or rollback will only be performed if issues are raised within the review window and relate to in-scope work for that iteration. Any additional work or feedback after the window may trigger a Change Request and additional charges.

  • Arkahna is not obligated to pause or reschedule subsequent iterations unless a critical issue is identified.

IP and Deliverables

  • Background IP
    Each party retains ownership of all intellectual property, tools, software, methodologies, know-how, and other materials it owned or controlled before the Effective Date, or developed independently of this Agreement (“Background IP”). Arkahna’s Background IP includes its products, platform, documentation, frameworks, templates, integration patterns, and methodologies (“Arkahna Background IP”).

  • Foreground IP – Client Specific
    Unless otherwise stated in a Proposal, Order Form or Statement of Work (SOW), any deliverables created specifically for you that do not incorporate Arkahna Background IP (“Client-Specific Foreground IP”) will be owned by you upon full payment of applicable fees.

  • Foreground IP – Arkahna
    Arkahna retains ownership of:
    a) all Arkahna Background IP used or embedded in the deliverables.
    b) any generic tools, enhancements, templates, or artefacts that are not specific to your business.

  • Licence Grants
    Where Client-Specific Foreground IP includes Arkahna Background IP, Arkahna grants you a worldwide, non-exclusive, perpetual, royalty-free licence to use that embedded Arkahna Background IP solely as part of the deliverables for your internal business operations.
    Where Arkahna retains ownership of deliverables, we grant you a worldwide, non-exclusive licence to use those deliverables within your business operations for the term of this Agreement and any applicable subscriptions.

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

Confidentiality

The confidentiality provisions in the Global Terms apply in full to all Services engagements.
Without limiting those provisions, each party agrees not to disclose any deliverables, source materials, or other information marked as confidential (or reasonably understood to be confidential) without prior written consent, except as permitted under the Agreement.

Subcontractors

Arkahna may engage subcontractors, including offshore or affiliate resources, provided we remain responsible for the performance of the Services.

Managed Services

If you engage Arkahna for Managed Services:

  • SLAs, response times and incident-handling procedures will be defined in the SOW or service schedule.

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

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

This includes Managed Services associated with the Sigil Product.

Warranties and Liability

  • Arkahna warrants that it will perform the Services with reasonable skill, care and diligence, using appropriately qualified personnel and in accordance with generally accepted professional standards.

  • Except for the express warranties above, and to the maximum extent permitted by law, Arkahna disclaims all other warranties, whether express, implied, statutory or otherwise.

  • Arkahna does not warrant that any outcome or deliverable will be error-free or achieve any specific business result unless expressly agreed in writing.

Termination and Suspension

  • Either party may terminate a Services engagement for material breach with 30 days’ notice.

  • Arkahna may suspend work if you fail to pay fees when due or materially obstruct delivery.

Definitions

“Services” means any professional, advisory, implementation or managed work provided by Arkahna personnel under an SOW or agreement.
“Statement of Work (SOW)” means a document signed by both parties specifying the scope, assumptions, deliverables, timelines and commercial terms for Services.