Arkahna Global Terms of Sales

Last Updated: 08 June 2026

1. Introduction

1.1. These Global Terms of Sale (“Terms”) govern all purchases of services, software products, and platform subscriptions from Arkahna Pty Ltd (“Arkahna”, “we”, “us”, or “our”) by the customer identified in the applicable Proposal, Order Form or Statement of Work (“SOW”) (“Customer”, “you”, or “your”). 

1.2. By accepting these Terms or placing an order with Arkahna, you agree to be bound by them. If you accept on behalf of a legal entity, you represent that you have authority to bind that entity. 

2. Structure and Precedence

These Terms are supplemented by: 

2.1 Product & Platform Terms – for Arkahna proprietary products (including FeatureBoard, Sigil, Marketplace Elements and the Arkahna Platform). 

2.2 Services Terms – for professional, advisory, delivery or managed services. 

2.3 Order Documents – Proposals, Order Forms and SOWs setting commercial details (scope, term, fees). 

2.4 Precedence. If there is a conflict, the order is: (1) Proposal/Order Form/SOW (including any Customer MSA expressly agreed); (2) Product & Platform Terms (for product matters); (3) Services Terms (for services matters); (4) these Global Terms of Sale. 

3. Customer-Specific Policies

3.1 If you require Arkahna to comply with your internal or third‑party policies, standards, or contractual obligations (including privacy, security, governance, accessibility, or regulatory requirements), you must provide written copies no later than ten (10) Business Days after the Effective Date or, for project engagements, before the agreed commencement or kick‑off date (whichever is earlier). 

3.2 Arkahna will review and notify you within five (5) Business Days whether we can comply in full, comply subject to agreed variations, or cannot comply. 

3.3 Compliance is subject to the requirements not being inconsistent with Applicable Law or Arkahna’s technical, operational or security capabilities. Agreed variations, costs or limitations will be recorded in the applicable Order Document. 

4. Orders and Delivery

4.1 Orders must be accepted in writing or via Arkahna’s approved systems. 

4.2 Product access is provisioned upon receipt of payment or as specified in the Order Document. 

4.3 Services are delivered in accordance with the timelines in the relevant SOW, subject to reasonable delay. 

5. Fees, Invoicing, Taxes & Suspension

5.1 Fees & Invoicing. Fees are as set out in the relevant Order Document. Unless stated otherwise, invoices are payable within fourteen (14) days of issue. 

5.2 Taxes. Fees are exclusive of taxes (including GST/VAT). You are responsible for such amounts other than taxes on Arkahna’s net income. If withholding applies, you shall gross‑up so Arkahna receives the amount invoiced. 

5.3 Marketplace Transactions. Where Products or Services are purchased through a third-party marketplace, including the Microsoft Azure Marketplace, the Customer remains responsible for payment of all amounts due under the applicable Order Document and these Terms.

5,4  If any amount payable through a marketplace is not remitted to Arkahna within thirty (30) days after the applicable due date, or if the marketplace billing, collection or remittance mechanism becomes unavailable, suspended, terminated or materially impaired, Arkahna may issue an invoice directly to the Customer for the outstanding amount. Any such invoice will be payable in accordance with these Terms and will not constitute a duplicate charge.

5.5 Arkahna may offset, credit or reconcile any amount subsequently received from the marketplace against any direct invoice issued under clause 5.4.

5.6 Late Payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You will reimburse reasonable costs of collection.

5.7 Suspension. Arkahna may suspend provision of Products or Services on written notice if amounts remain unpaid ten (10) days after reminder, and may reinstate upon receipt of all overdue sums. 

5.8 Financial Distress, Insolvency and Change of Control. For the purposes of this clause, Change of Control means any transaction or series of transactions resulting in a person or entity acquiring direct or indirect control of more than fifty percent (50%) of the voting rights, ownership interests or assets of a party.
(a) If the Customer undergoes a Change of Control, merger, acquisition, sale of substantially all assets, recapitalisation or similar transaction, Arkahna may issue invoices for any accrued but unbilled Products, Services, subscriptions, usage charges or other amounts owing up to the effective date of the transaction.
(b) If the Customer becomes insolvent, enters administration, liquidation, receivership, voluntary administration, a scheme of arrangement with creditors, or any analogous event under applicable law, all outstanding amounts owing to Arkahna become immediately due and payable and Arkahna may issue invoices for any accrued but unbilled amounts.
(c) Where Products or Services have been purchased through a third-party marketplace, Arkahna may, following an event described in clauses (a) or (b), invoice the Customer directly for any outstanding, accrued, committed or otherwise payable amounts, regardless of whether such amounts would otherwise have been collected through the marketplace.
(d) The rights in this clause are in addition to, and do not limit, any other rights or remedies available to Arkahna under the Agreement or at law.

6. Arkahna Responsibilities

6.1 Provide Products/Services in accordance with agreed specifications. 

6.2 Maintain appropriately skilled and qualified personnel. 

6.3 Meet applicable SLAs or service commitments. 

6.4 Maintain security, compliance and confidentiality standards as set out in these Terms and any schedule. 

7. Customer Responsibilities

7.1 Provide timely access to personnel, environments and information. 

7.2 Review and provide feedback on deliverables within agreed timeframes. 

7.3 Ensure required licences, subscriptions and prerequisites are available. 

8. Intellectual Property

8.1 Background IP. Each party retains ownership of IP it owned or controlled before the Effective Date or developed independently. 

8.2 Arkahna Background IP. Includes Arkahna products, platform, documentation, frameworks, templates, integration patterns and methodologies. 

8.3 Foreground IP. IP first created in the course of performing under the Agreement.

8.4 Client‑Specific Foreground IP. Foreground IP created specifically for you that does not incorporate Arkahna Background IP is owned by you upon full payment. 

Where deliverables include Arkahna Background IP, Arkahna grants you a worldwide, non‑exclusive, perpetual, royalty‑free licence to use it solely as part of the deliverables for your internal business. 

9. Privacy & Data Protection

9.1 Arkahna’s processing of personal data is governed by our Privacy Policy (as updated from time to time). 

9.2 Where you require us to comply with your own privacy policy, this must be disclosed and agreed in accordance with Section 3 (Customer‑Specific Policies). 

9.3 If there is a conflict between these Terms and the Privacy Policy regarding processing of personal data, the Privacy Policy prevails. 

10. Confidentiality

10.1 Each party (“Receiving Party”) must keep confidential all non‑public information received from the other (“Disclosing Party”) and use it only for purposes of the Agreement. 

10.2 The Receiving Party may disclose to its personnel, contractors or professional advisers who need to know and are bound by no‑less‑protective obligations.

10.3 Obligations do not apply to information that is public (not through breach), already known, independently developed, or required by law (with prompt notice where lawful). 

10.4 Confidentiality obligations survive for five (5) years after termination, except trade secrets which remain protected for so long as they are trade secrets. 

11. Indemnities

11.1 IP Indemnity by Arkahna. Arkahna will defend you against third‑party claims that a Product, as provided by Arkahna and used in accordance with the Agreement, directly infringes IP rights. Arkahna may (at its option) procure a licence, modify the Product to avoid infringement, or terminate the affected rights and refund prepaid fees for the remaining term. This clause does not apply to combinations, Customer materials, or use outside scope. 

11.2 Confidentiality. Each party will indemnify the other for direct loss arising from its breach of Section 10. 

11.3 Customer Indemnity. You will indemnify Arkahna against third‑party claims arising from (a) your data or content; (b) your breach of law or Customer‑Specific Policies you require us to follow; or (c) unauthorised use of the Products/Services by you or your users. 
The indemnities in this Section state each party’s entire liability and exclusive remedy for the relevant third‑party claims. 

12. Warranties and Disclaimers

12.1 Arkahna warrants that Services will be delivered using reasonable skill and care. 

12.2 Products are provided “as is” except as expressly set out in the Product & Platform Terms. 

12.3 All other warranties are excluded to the fullest extent permitted by law. 

13. Limitation of Liability

13.1 To the maximum extent permitted by law, Arkahna’s total aggregate liability arising out of or in connection with the Agreement is limited to the amount paid by you for the relevant Product or Service in the twelve (12) months immediately preceding the event giving rise to the claim. 

13.2 Arkahna is not liable for indirect, incidental, special, punitive or consequential loss, loss of profit, revenue, goodwill or data, except to the extent arising directly from Arkahna’s wilful misconduct or gross negligence. 

13.3 Nothing limits liability for death or personal injury caused by negligence, fraud, breach of confidentiality or data protection obligations, or any liability that cannot be excluded by law. 

14. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control (including acts of God, epidemic, war, terrorism, labour disputes, utility or internet failures, or third‑party platform outages). Obligations resume as soon as practicable. 

15. Export, Sanctions & Compliance

15.1 Each party will comply with applicable export, import and sanctions laws. You will not permit access to or use of the Products contrary to such laws. 

15.2 Each party complies with applicable anti‑bribery, corruption and modern slavery laws and maintains policies designed to prevent violations. 

16. Notices

16.1 Notices must be in writing and sent to the contacts in the relevant Order Document (or updated by notice). Email is sufficient where receipt can be evidenced. 

16.2 Notices are deemed received on the next Business Day after sending. 

17. Insurance

Arkahna maintains commercially reasonable professional indemnity, public liability and cyber insurance and will provide certificates of currency on request. 

18. Publicity

With your prior consent (not to be unreasonably withheld), Arkahna may refer to you as a customer and use your name and logo in customer lists and case studies. 

19. Dispute Resolution 

The parties will escalate disputes to senior executives and in good faith seek to resolve within fifteen (15) Business Days before commencing court proceedings, except for urgent injunctive relief. 

20. Variation

20.1 These Terms may only be amended by written agreement, except that Arkahna may update them from time to time by publishing a revised version online. Material changes will be notified in advance and will not affect an active Order Document unless agreed. 

20.2 Continued ordering after the effective date constitutes acceptance for future orders. 

21. Governing Law & Jurisdiction 

These Terms are governed by the laws of Western Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia. 

22. Miscellaneous

22.1 Assignment. You may not assign, novate or otherwise transfer the Agreement or any of your rights or obligations under it, in whole or in part, without Arkahna's prior written consent (not to be unreasonably withheld). Arkahna may assign or novate the Agreement to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its assets. Any purported assignment in breach of this clause is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

22.2 Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable, that provision will be severed or read down to the minimum extent necessary, and the remaining provisions continue in full force and effect. The parties will negotiate in good faith to replace any severed provision with a valid one that achieves, as nearly as possible, the original commercial intent.

22.3 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations, understandings and agreements, whether written or oral, regarding its subject matter. Each party acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement.

22.4 No Partnership. The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency or employment relationship, and neither party has authority to bind the other or to incur obligations on the other's behalf.

22.5 Third-Party Beneficiaries. Except as expressly stated, the Agreement does not confer any rights on, and is not enforceable by, any person who is not a party to it.

22.6 Electronic Signatures. The Agreement may be executed electronically and in counterparts, each of which is deemed an original and which together constitute one instrument. Electronic signatures and copies delivered by electronic means are valid and binding to the same extent as original signatures.