Terms of Use

In these terms:

'Analysis' means a sunlight and solar access simulation we run on your Client Data.

'Client Data' means the IFC models, drawings, PDFs, project information and any other material you upload or give to us.

'Fees' means the fees payable for an Analysis, as set out in our quote or invoice.

'Platform' means the ArkiLume software, website, analysis methodology, report templates and associated systems.

'Report' means a sunlight and solar access report we produce from an Analysis.

'Services' means the Analysis, Reports and the related onboarding, support and debrief services we provide.

'you' and 'your' mean the organisation that registers for ArkiLume and on whose behalf Client Data is uploaded, and include each person who uses an ArkiLume account issued to that organisation.

If you accept these terms or use ArkiLume on behalf of an organisation, you warrant that you have authority to bind that organisation, and these terms bind it.

ArkiLume is a supported analysis service, not a self-service tool. The first Analysis of a project usually runs as follows:

(a) you register your interest and we set up an ArkiLume account for you;

(b) we run an onboarding session with you, usually by video conference;

(c) you upload your Client Data to your secure folder;

(d) we run the Analysis;

(e) we run a debrief session with you to take you through the results;

(f) we agree the Fees and issue an invoice; and

(g) we release the final Report once we receive payment.

For a subsequent Analysis of the same project we don't provide onboarding or debrief sessions, and the Fees are payable in advance.

Reports are intended to assist with solar access assessment under the R-Codes (WA) and the Housing SEPP and Apartment Design Guide (NSW).

3.1 We create an ArkiLume account for you within the Ark Resources environment and issue you an initial password. You must change that password when you first sign in and complete multi-factor authentication registration.

3.2 You must:

(a) keep your account credentials secure;

(b) not share your account or password with anyone else;

(c) tell us promptly if you think your account has been compromised; and

(d) tell us promptly when a person who uses your account leaves your organisation or no longer needs access.

3.3 You're responsible for all activity conducted through your account.

3.4 We recommend a separate account for each individual user. If you ask us to set up an account shared by more than one person in your organisation, you accept the risks of doing so, including that we can't attribute activity to a particular individual and that access continues until you tell us to remove it.

4.1 Our current pricing is published at www.arkilume.com.au/pricing. We'll confirm the Fees for your project in writing before we run the Analysis, and the Fees we confirm apply to that Analysis even if we later change our published pricing.

4.2 We issue an invoice for each Analysis. For the first Analysis of a project we invoice after the debrief session. For a subsequent Analysis of the same project the Fees are payable in advance.

4.3 You may pay by electronic funds transfer to the account shown on your Xero invoice.

4.4 We may show you results on screen at the debrief session. The final Report will not be issued before we receive payment of the invoice in full.

4.5 Invoices are payable within 14 days of the invoice date. We may charge interest on overdue amounts at 10% a year, calculated daily.

4.6 All amounts are exclusive of GST unless stated otherwise. Where GST applies to a supply under these terms, you must pay the GST amount at the same time as the Fees, against a valid tax invoice.

4.7 If we can't complete an Analysis after you've paid, you may choose to have us re-run the Analysis or to receive a refund of the Fees for that Analysis. Nothing in this clause limits your rights under the Australian Consumer Law.

5.1 Client Data that you give us must be accurate, complete and current. You're responsible for the model geometry, materials, site information and jurisdiction selection you give us. Our Analysis will reflect the Client Data we receive.

5.2 You must keep your own copies of Client Data and Reports. We delete Client Data 30 days after we deliver the final Report for an Analysis.

5.3 You must not:

(a) upload Client Data you don't have the right to share, or that infringes another person's intellectual property rights;

(b) upload personal information about another person without authority to do so;

(c) upload malicious code or files that may damage our systems;

(d) use ArkiLume for any unlawful purpose;

(e) interfere with, or attempt to gain unauthorised access to, ArkiLume or another client's data;

(f) use a Report to mislead a planning authority or any other person, or alter a Report and present it as ours;

(g) reverse engineer, decompile or attempt to derive the ArkiLume analysis methodology; or

(h) resell, sublicense or make the Services available to a third party as a service.

5.4 You must not use the Platform, a Report or any output of the Services to train, fine-tune or develop an artificial intelligence model, or make them available to a third party for that purpose, without our prior written consent. Using a Report within your own secure internal tools for analysis or summarisation is permitted.

6.1 You own your Client Data. You grant us a non-exclusive licence to use, store, copy and process Client Data to provide the Services to you.

6.2 You grant us a non-exclusive, perpetual licence to use de-identified and aggregated data derived from Client Data to test, maintain and improve the Platform. We won't disclose that data in a form that identifies you, your client or your project.

6.3 We own the Platform, including the analysis methodology, software, report templates and branding, and all intellectual property rights in them. Nothing in these terms transfers any of those rights to you.

6.4 We grant you a non-exclusive, perpetual licence to use each Report for the project it was prepared for. You may lodge it with a planning authority and give it to the authority's assessors, to your consultants, and to the person for whom you are undertaking the project. You must not alter a Report, or reproduce part of it in a way that misrepresents our findings.

6.5 You promise us that you own the Client Data, or that you have permission from its owner to give it to us and to let us use it as these terms allow.

6.6 If someone claims that our use of your Client Data under these terms infringes their intellectual property rights, you must cover our resulting loss and reasonable costs. This doesn't apply to the extent the claim arises from something we did outside what these terms allow.

7.1 Each party must keep the other's confidential information confidential and use it only for the purposes of these terms. We treat your Client Data, project details and Reports as your confidential information.

7.2 This clause doesn't apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law.

7.3 We may use de-identified information as permitted by clause 6.2. We won't name you or your project in marketing material without your written consent.

8.1 A Report is a technical analysis based on the Client Data you give us. It isn't professional advice and doesn't replace the judgment of a qualified ESD consultant, architect or town planner.

8.2 We don't guarantee that a planning authority will accept a Report or approve your application. You remain responsible for confirming that your project complies with all applicable planning requirements.

8.3 Reports are prepared for you and for the project named in them. No other person may rely on a Report, and we accept no responsibility to any person other than you.

9.1 We provide the Services with due care and skill. However, we don't warrant that ArkiLume will be uninterrupted, error-free or free from harmful code.

9.2 Except as set out in these terms and as required by law, we exclude all other warranties, whether express or implied.

10.1 Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that can't lawfully be excluded, restricted or modified.

10.2 Where the Australian Consumer Law applies and the Services aren't of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for a failure to comply with a consumer guarantee is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again.

11.1 Subject to clause 10, and to the maximum extent permitted by law:

(a) we're not liable for indirect or consequential loss, or for loss of profit, revenue, opportunity, anticipated savings, goodwill or data, however arising; and

(b) our total liability to you for all claims arising out of or in connection with the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited in aggregate to the greater of the Fees you paid us in the 12 months before the claim arose and A$10,000.

11.2 Our liability is reduced to the extent that your act, omission or inaccurate Client Data caused or contributed to the loss.

11.3 You must bring any claim within 12 months of becoming aware of the circumstances giving rise to it.

You indemnify us against loss, liability and reasonable costs we incur arising from your breach of clause 5, your breach of the promise in clause 6.5, or a third party's claim arising from your use of a Report. This indemnity is reduced to the extent we caused or contributed to the loss.

We handle personal information in accordance with our privacy policy, which forms part of these terms. You must have the authority to give us any personal information contained in Client Data, and you must handle personal information in accordance with any privacy law that applies to you.

ArkiLume uses Microsoft Entra ID, Microsoft SharePoint and Microsoft Teams. Your use of those underlying services is also subject to Microsoft's own terms, available at microsoft.com/servicesagreement.

15.1 You may stop using ArkiLume at any time and ask us to close your account.

15.2 We may suspend your access immediately if you breach these terms, if there's a security risk, or if an invoice is more than 30 days overdue. We'll tell you why, and where the problem can be fixed we'll give you a reasonable opportunity to fix it.

15.3 Either party may terminate on 30 days' written notice.

15.4 On termination we'll complete or refund any Analysis you've already paid for and, if you ask within 30 days of termination, we will give you a copy of your Client Data and Reports before we delete them.

15.5 Clauses 6, 7, 11, 12 and 17 survive termination.

16.1 We may update these terms. We'll publish the updated version at www.arkilume.com.au and, where a change is material, notify registered users at least 30 days before it takes effect.

16.2 Changes don't apply to an Analysis we've already accepted or that you've already paid for.

16.3 If you don't accept a change, you may terminate under clause 15.3 before it takes effect.

17.1 Notices. Notices to us go to arkilume@arkresources.com.au. Notices to you go to the email address on your account.

17.2 Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, provided it tells the other party promptly and takes reasonable steps to reduce the effect.

17.3 Assignment. You must not assign these terms without our written consent, which we won't unreasonably withhold.

17.4 Disputes. Before starting proceedings, the parties must meet and try in good faith to resolve the dispute. This doesn't prevent either party seeking urgent interlocutory relief.

17.5 Severability. If a provision is unenforceable it's severed and the rest of these terms continue.

17.6 Entire agreement. These terms, our privacy policy and any quote or invoice we issue record the whole agreement between us about the Services.

17.7 Governing law. These terms are governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them.

Questions about these terms: arkilume@arkresources.com.au