Arkahna Global Terms of Sales

Empowering Your Journey with Transparency and Trust.

Last Updated: 11 Aug 2025

Introduction

These 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 Order Form or Statement of Work (“Customer”, “you”, or “your”).

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

Structure and Precedence

These Terms incorporate and are supplemented by the following documents:

  • Product & Platform Terms: Applicable when purchasing access to any Arkahna Product, including but not limited to FeatureBoard, Sigil, Marketplace Elements, and the Arkahna Platform.

  • Services Terms: Applicable when purchasing professional services, deployment assistance, advisory, or managed services.

  • Order Forms or Statements of Work (SOWs): Specific commercial details (e.g., pricing, scope, duration, commitments) mutually agreed in writing.

Precedence: In the event of a conflict, the following order shall apply:

  1. Order Form or SOW, including Customer Head Agreement or MSA.

  2. Product & Platform Terms (for Product-related matters)

  3. Services Terms (for Service-related matters)

  4. These Terms of Sale

Orders and Delivery

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

  • Product and Platform access is provisioned upon receipt of payment or as specified in the Order Form.

  • Services will be delivered according to the timelines in the applicable SOW, subject to reasonable delay.

Pricing and Payment

  • All prices are exclusive of GST unless stated otherwise.

  • Invoices are payable within 14 days unless otherwise agreed in writing.

  • Recurring Product subscriptions auto-renew unless cancelled in accordance with the Product & Platform Terms.

Intellectual Property

  • Arkahna retains all rights, title, and interest in its products, platform, documentation, tools, frameworks, and methodologies (“Arkahna Background IP”).

  • Any IP developed during Services engagements will be handled in accordance with the Services Terms.

Confidentiality

Each party (“Receiving Party”) must keep confidential and not disclose to any third party any non-public, proprietary, or confidential information (“Confidential Information”) received from the other party (“Disclosing Party”) in connection with this Agreement.

Confidential Information includes, without limitation, technical, business, financial, commercial, and operational information, trade secrets, software code, customer data, and any deliverables prior to delivery.

The Receiving Party may:
a) use Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement;
b) disclose it only to personnel, contractors, or professional advisers who need to know it for those purposes and who are bound by obligations of confidentiality no less strict than those in this Agreement.

These obligations do not apply to information that is public (other than due to a breach), was known before disclosure, is independently developed, or is required to be disclosed by law (with prompt notice where lawful to do so).

Confidentiality obligations survive for 5 years after the termination or expiry of this Agreement.

Data Protection

Where Arkahna processes personal data on your behalf, we will comply with applicable privacy laws and implement appropriate technical and organisational safeguards. Our Data Handling Notice is available upon request.

Warranties and Disclaimers

  • Arkahna warrants it will deliver Services using reasonable care and skill.

  • All Products are provided “as is” unless otherwise agreed in the Product & Platform Terms.

  • Arkahna disclaims all other warranties, including fitness for a particular purpose and non-infringement.

Liability

To the maximum extent permitted by law:

a) Arkahna’s total aggregate liability for all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total amount paid by you for the relevant product or service in the 12 months immediately preceding the event giving rise to the claim.

b) Arkahna is not liable for any indirect, incidental, special, punitive, or consequential loss, including loss of profit, revenue, goodwill, or anticipated savings, or for loss, corruption, or recovery of data, except to the extent that such loss arises directly from Arkahna’s wilful misconduct or gross negligence.

c) Nothing in this Agreement excludes or limits liability for:

  • death or personal injury caused by negligence;

  • fraud or fraudulent misrepresentation;

  • breach of confidentiality or data protection obligations;

  • any other liability that cannot be excluded under applicable law.

Termination

  • Either party may terminate these Terms or any Order for material breach with 30 days’ written notice.

  • Upon termination, you must cease using Arkahna Products, unless otherwise agreed in writing and settle any outstanding fees.

Governing Law

These Terms are governed by the laws of Western Australia. Any disputes shall be resolved in the courts of Western Australia.

Miscellaneous

  • You may not assign these Terms without Arkahna’s prior written consent.

  • If any provision of these Terms is held invalid, the remainder will continue in effect.

Variation

These Terms may only be amended by mutual written agreement between the parties, except as set out below.

Arkahna may update these Terms from time to time by publishing a revised version at https://arkahna.io/terms . Changes will not affect any existing Order Form or Statement of Work unless expressly agreed in writing. Material changes will be notified to Customers in advance.

If you continue to use Arkahna’s Products or Services after the effective date of any updated Terms, and no written objection is received within 30 days, you will be deemed to have accepted the updated Terms for any future Orders.

Definitions

“Product” means Arkahna’s proprietary software offerings, including the Arkahna Platform, FeatureBoard, Sigil, Marketplace Elements, and any other IP-based platform or SaaS product made available under these Terms.
“Services” includes consulting, implementation, training, iterative project delivery, and managed support services.
“Order Form” / “SOW” refers to the commercial agreement specifying the specific deliverables and commercial terms.
"Privacy Policy" Our Privacy Policy describes how we collect, use, and protect personal data in connection with our products and services. By entering into this Agreement, you acknowledge that you have read and understood the Privacy Policy, which forms part of these Terms. In the event of any conflict between the Privacy Policy and these Terms regarding the processing of personal data, the Privacy Policy will prevail.
"Receiving Party" means the party receiving Confidential Information from the Disclosing Party.
"Disclosing Party" means the party disclosing Confidential Information to the Receiving Party.
"Arkahna Background IP" means all intellectual property, tools, products, platforms, documentation, frameworks, templates, integration patterns, and methodologies owned or controlled by Arkahna before the Effective Date of this Agreement, or developed independently of this Agreement, and any modifications or enhancements to the foregoing.
"Background IP" means intellectual property owned or controlled by a party before the Effective Date of this Agreement, or developed independently of this Agreement.
"Foreground IP" means intellectual property first created, developed, or reduced to practice in the course of performing this Agreement.
"Client-Specific Foreground IP" means Foreground IP created specifically for the Customer that does not incorporate Arkahna Background IP.