Terms of Sale

Empowering Your Journey with Transparency and Trust.

Table of Contents

  1. Introduction
    1. Proposal Validity Period
  2. Definitions
  3. Types of Services
    1. Outcome-Based Work
    2. Iterative Work
    3. Sigil Advisory Services
      1. Application Support Add-On (Points System)
    4. Sigil Modern Managed Services
  4. General Terms and Conditions
  5. Payment Terms
  6. Confidentiality
  7. Limitation of Liability
  8. Termination
  9. Miscellaneous

Introduction

The following Terms and Conditions of Sale for Services ("Terms of Sale") govern the provision of various services ("Services") performed by Arkahna, its subcontractors, and/or agents. By commissioning Arkahna to execute Services as detailed in a Statement of Work (hereinafter referred to as "SoW"), you signify your agreement to these Terms of Sale. This holds true unless there exists a separate, mutually signed agreement between your company and Arkahna, in which case the stipulations of that specific agreement will prevail. Arkahna reserves the right to amend these Terms of Sale unilaterally and at its discretion. Any such revisions will be made public on Arkahna's website at http://arkahna.io ("the Website"). The version of the Terms of Sale available on the Website at the time of Arkahna's acceptance of your order will be the governing terms for that transaction.

Proposal Validity Period

Arkahna sales proposals (“Proposal”) for Services will remain valid for 30 days after the Proposal date.

 

Definitions

Centralised Definitions
  • Services: Refers to the various offerings provided by Arkahna, including but not limited to Outcome-Based Work, Iterative Work, Sigil Advisory Services, and Sigil Modern Managed Services.
  • Customer: Refers to the organisation or individual that commissions Arkahna for Services, as specified in the SoW.
  • Statement of Work (SoW): A document that describes the specific services, deliverables, timelines, and payment terms agreed upon between the Customer and Arkahna.
  • Material Output: Defined as any deliverable that extends beyond simple communication channels such as emails or service request responses. This includes, but is not limited to, documentation, software development artifacts, configuration files, deployment scripts, and testing results that require specialised skills, tools, or workshops for creation or resolution.
  • Scoped Environments and Workloads: Specific technological environments or sets of tasks that are the focus of certain Services as defined in the SoW.
  • Iteration: For the purposes of these Terms of Sale and SoW, an "Iteration" refers to a distinct phase or cycle of the Services in which a predefined set of tasks or objectives are planned, executed, reviewed, and accepted by the Customer. Each Iteration is part of a broader project or service engagement and is designed to produce a viable outcome or deliverable that advances the project toward its ultimate objectives. Iterations are time-bound, with their duration specified in the relevant SoW, and aim to facilitate incremental progress, feedback, and adjustments in the course of the service provision.

Types of Services

Outcome-Based Work

Specialised Definitions
  • Fixed Pricing: A pricing model where the total cost for achieving the specified outcomes is agreed upon before the initiation of the Services.
Service Definition

Outcome-Based Work refers to Services provided by Arkahna that are focused on achieving specific objectives or outcomes. These objectives are detailed in the Statement of Work (SoW).

Scope of Services

The particular objectives, tasks, and deliverables for Outcome-Based Work will be defined explicitly in the SoW. The scope may include, but is not limited to, software development, architecture design, and technical consulting.

Responsibilities

Unless otherwise defined in the SOW, Arkahna is accountable for supplying the necessary resources, expertise, and Material Output to accomplish the objectives detailed in the SoW. The Customer is responsible for granting any required access, providing essential information, and collaborating to facilitate the Services.

Pricing and Payment

Unless otherwise specified in the SoW, Arkahna will invoice the Customer upon completion of each milestone with payment criteria defined in the SoW.  Outcome-Based Work operates on a Fixed Pricing model unless otherwise specified in the SoW. The total cost is determined and agreed upon before the initiation of the Services. Payment terms are aligned with Arkahna's general payment policies unless otherwise specified in the SoW.

Delivery Team Preservation

Where the Services are provided on a Fixed Price basis, Arkahna will assemble a team (“Team”) to deliver the Services. In the event that an issue occurs preventing the continuation of the Services (“Blocking Issue”), which is outside of Arkahna’s control, the customer will take all necessary steps to resolve the Blocking Issue within 5 business days. If not resolved, a daily Delivery Team Preservation Fee (“Fee”) will be charged as specified in the SoW.

Term and Termination

The duration for Outcome-Based Work is specified in the SoW. Any clauses related to the termination of services are in accordance with the general terms and conditions laid out for Arkahna Services unless specifically stated otherwise in the SoW.

 

Iterative Based Work

Specialised Definitions
  • Velocity: Refers to the speed at which tasks or objectives are completed within an iteration. Velocity can be increased by adding more Arkahna resources to the team.
  • Capacity Model: Refers to a defined allocation of specialised team members provided to the Customer, tailored to meet the skills required for each iteration while aiming to achieve a desired capacity and velocity.
  • Ramping: The process of increasing Arkahna's resource allocation to increase the Velocity in Iterative Work or to handle additional tasks in other service models.

Service Definition

Iterative Work refers to a fixed-duration, fixed-cost model where Arkahna provides a specialised team to achieve specific goals or objectives set for an iteration. The skill set of the team can vary based on the objectives of the iteration, as described in the SoW.

Scope of Services

The team composition is determined based on a Capacity Model, allowing for specialised skills such as architecture, development, technical writing, and training to be incorporated as needed.

Responsibilities

Arkahna assigns a team based on the Capacity Model, swapping consultants in and out to ensure the most appropriately skilled person completes each activity. The Customer has the opportunity to increase the Velocity of a given iteration by ramping additional Arkahna resources, if desired.

Pricing and Payment

Unless otherwise specified in the SoW, Arkahna will invoice the Customer a fixed amount for each iteration, as specified in the SoW. This fee is agreed upon before the start of the engagement and is payable according to the terms specified in the SoW or in accordance with Arkahna’s general payment policies.

Ramping and Additional Resources

During the engagement, the Customer may wish to increase the Velocity by ramping additional Arkahna consultants onto the project. Arkahna will provide a quote for this ramping, and any such changes will be considered an amendment to the original SoW.

Term and Termination

The term for Iterative Work is specified in the SoW. Any termination clauses will be as per the general terms and conditions laid out for Arkahna Services, unless otherwise specified in the SoW.

 

Sigil Advisory Services (Also Known as Sigil Mentoring and Support Advisory Service)

Specialised Definitions
  • Volume-Based Model: A pricing model based on a predetermined volume of advisory work.
  • Burst-Style Projects: Specific, intense periods of work that may arise from the advisory service.
  • Service Desk Portal: An online platform provided by Arkahna for logging service requests for quicker resolution.
Service Definition

Sigil Advisory Services offer specialised mentoring and support directly related to the service defined in the Statement of Work (SoW). This service is distinct from traditional support services, as it allows for ad-hoc questions, support, and advice from Arkahna consultants.

Scope of Services

The service is limited to conversations and written communications that do not require Material Output. It allows the Customer to leverage Arkahna consultants for ad-hoc questions, support, and advice.

Responsibilities

Arkahna will provide access to a Service Desk Portal for logging service requests and will offer contact details for key consultants as necessary. Response times for service requests will be as outlined in the SoW.

Pricing and Payment

Unless otherwise specified in the SoW, Arkahna will invoice the Customer monthly, with pricing based on a subscription model.

Term and Termination

The term for Sigil Advisory Services is specified in the SoW. Any termination clauses will be as per the general terms and conditions laid out for Arkahna Services.

 

Application Support Add-On (Points System)
Specialised Definitions
    • Points-Based Volume: A pre-agreed, points-based volume of bug fixes or enhancements over the term of the contract.
    • Work Package: A collection of related tasks, defined by the Customer, that will be executed by Arkahna under the Points System.
Service Definition

The Application Support Add-On is an optional extension to Sigil Advisory Services. It operates on a Points System and allows for more structured engagement for bug fixes and enhancements.

Scope of Services

Includes up to an agreed Points-Based Volume of bug fixes or enhancements over the term. Work items are provided in a Work Package by the Customer, and Arkahna estimates the points required for each item.

Responsibilities

Unless otherwise stated in the SoW Arkahna handles the Software Lifecycle tasks such as but not limited to estimation, design, software development, and unit testing. The Customer is responsible for user acceptance testing and coordination of deployments.

Pricing and Payment

The total volume will be apportioned monthly, and invoicing aligned with the advisory service component of the contract. If the contract is extended, the initial points will not be re-baselined across the new months.

Term and Termination

If, after work has commenced, the scope is identified to be significantly different, Arkahna will liaise with the Customer for further directions. Termination of the Application Support Add-On is aligned with the advisory service component of the contract.

 

Sigil Modern Managed Services (MMS)

Specialised Definitions
  • Production Operations Capabilities: Capabilities related to the ongoing management and optimisation of production environments and workloads.
  • Operational Metrics: Quantifiable measures used to assess the efficiency and effectiveness of the Services as defined in the applicable SoW.

Service Definition

Sigil Modern Managed Services (MMS) is designed to provide comprehensive Production Operations Capabilities. Leveraging Arkahna's Sigil product, this service aims to uplift the operation of Scoped Environments and Workloads while improving Operational Metrics.

Scope of Services

The service covers production environment management, which includes but is not limited to monitoring, alerts, incident management, and performance tuning. Additional services may be defined and included via an Onboarding SoW, which could involve tasks such as initial setup, data migration, and custom configurations.

Responsibilities

Arkahna will be responsible for the ongoing management, maintenance, and optimisation of the Scoped Environments and Workloads. The Customer will provide necessary access and cooperate in facilitating the Services. Monitoring and alerts will be communicated to the Customer in a way as specified in the SoW.

Pricing and Payment

Unless otherwise specified in the SoW, Arkahna will invoice the Customer monthly. Pricing will be in accordance with the details specified in the SoW or as otherwise mutually agreed upon. Payment terms will align with Arkahna's general payment policies unless stated otherwise.

Term and Termination

The service term and any termination clauses will be as per the general terms and conditions laid out for Arkahna Services, unless otherwise specified in the SoW.

 

General Terms and Conditions

These Terms of Sale, along with any signed SoWs, constitute the entire agreement between Arkahna and the Customer. Any changes to these terms must be in writing and signed by both parties.

Compliance with Laws

Both parties agree to comply with all applicable laws and regulations in the provision and use of the Services.

Competition and Consumer Act (CCA)

These Terms of Sale must be read and construed subject to any statutory provisions, which cannot lawfully be excluded, restricted, or modified.

Amendments

Arkahna reserves the right to update these terms at its sole discretion. Amendments will be posted on the Arkahna website.

Limited Services Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT ALWAYS TO THE CCA CLAUSE:

Arkahna warrants that Services will be performed in a professional manner, in accordance with the SoW, and will substantially conform to the written specifications under the SoW for a period of 30 days from completion. In cases where the Service is ongoing or iterative, Arkahna will ensure that each iteration or phase of the Service conforms to the quality and specifications agreed upon

Your sole remedy for any breach of this Limited Services Warranty is the re-performance of the deficient Services at Arkahna's expense. If Arkahna is unable to remedy any deficient Services within 30 days of notice or a mutually agreed-upon extension, Arkahna will provide a credit or refund for the specific non-conforming Services.

Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT ALWAYS TO THE CCA CLAUSE, THE LIMITED WARRANTIES HEREIN ARE YOUR SOLE AND EXCLUSIVE REMEDIES. ARKAHNA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

Payment Terms

Invoicing 

Services will be deemed accepted (completed) 5 days from the date of the invoice. Payment is due within 14 days of receipt of the invoice.

Late Fees

Payments not made within the specified time frame may incur a late fee at the rate of 1.5% per month.

Currency

All payments shall be made in the currency specified in the SoW or invoice.


Confidentiality

Confidential Information

Both parties agree not to disclose any confidential information obtained during the course of the engagement, including but not limited to business processes, pricing, and customer data.

Exceptions

Information that is publicly known, already in the other party's possession, or independently developed outside of the engagement is not considered confidential.

Duration

The confidentiality obligations shall remain in effect for a period of 2 years following the termination of the agreement.

 

Limitation of Liability

Extent

Arkahna's total liability for any damages arising from or related to the Services shall not exceed the amount paid by the Customer for the Services that are the subject of the claim.

Exclusions

Neither party shall be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits.

 

Termination

By Mutual Agreement

The agreement can be terminated by mutual consent of both parties, in writing.

For Cause

Either party may terminate the agreement in the event of a material breach by the other party, provided written notice is given and the breach is not remedied within 30 days.

Notice Period

Unless otherwise specified in the SoW, a notice period of 30 days is required for termination without cause.

 

Miscellaneous

Governing Law

The agreement shall be governed by the laws of Western Australia, Australia.

Dispute Resolution

Any disputes arising from or related to the agreement shall be resolved through arbitration, unless otherwise agreed upon.

Intellectual Property Rights

Arkahna retains all rights, titles, and interests in any pre-existing intellectual property owned by Arkahna ("Arkahna IP"). Any modifications or improvements made to Arkahna IP during the Service provision remain the property of Arkahna.

Upon full payment, all documents, drawings, specifications, information, patents, patent applications, inventions, developments, or processes or any copyrightable material originated and developed by Arkahna specifically for the Customer as part of the Service ("Work Product") shall be owned by the Customer.

Unless otherwise stated in the SoW, Arkahna grants the Customer a worldwide, non-exclusive, royalty-free, perpetual license to use Arkahna IP in the course of their internal business operations, without the right to sublicense.

Force Majeure

Neither party shall be liable for failure to perform any of its obligations under the agreement if such failure is due to circumstances beyond its reasonable control, such as natural disasters, government restrictions, or wars.