Arkahna Global Terms of Sales

Last Updated: 11 Aug 2025

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

2.1 These Terms are supplemented by: 

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

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

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

2.2 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 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. 

5.4 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. 

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 Control, 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 without Arkahna’s prior written consent (not to be unreasonably withheld). 

22.2 Severability. If a provision is invalid, the remainder continues. 

22.3 Entire Agreement. The Agreement supersedes prior discussions regarding its subject matter. 

22.4 No Partnership. The parties are independent contractors. 

22.5 Third‑Party Beneficiaries. None save as expressly stated. 

22.6 Electronic Signatures. Electronic signatures and counterparts are valid.